ITRON, INC.
For the period ended May 8, 2025. Filed Mar 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Mar 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
ITRON, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
When:
May 8, 2025 at
9:00 a.m., Pacific Time
Where:
Virtual Meeting – see details on the right
Who Can Vote:
Shareholders of
Itron’s common stock
as of the record date,
March 4, 2025
Attending the Meeting:
Shareholders who wish to
attend the meeting virtually
should review the instructions
set forth below under
“Attending the Annual Meeting.”
Important notice regarding the
availability of proxy materials
for the Annual Meeting of Shareholders to be held on
May 8, 2025. Our 2025 proxy
statement is attached and,
along with the Annual Report, is
available for all shareholders at
https://materials.proxyvote.com.
Financial and other information
concerning Itron is contained in our
Annual Report for the 2024 fiscal year.
Your vote is very important.
To ensure representation at the annual meeting, shareholders are urged to vote as promptly as possible. To vote your shares, please refer to the voting instruction form on the website noted above, or review the section titled “Quorum and Voting” in the proxy statement. Any shareholder attending the annual meeting may vote in person (virtually) even if that shareholder has returned a proxy.
ITRON, INC. 2111 N. Molter RoadLiberty Lake, Washington 99019
Notice of 2025
ANNUAL MEETING OF SHAREHOLDERS
We are holding our annual meeting via a “virtual” format. Therefore, we cordially invite you to electronically attend the Annual Meeting of Shareholders of Itron, Inc., which will be held on May 8, 2025, at 9:00 a.m., Pacific Time. We are pleased to announce that this year’s annual meeting will be a virtual meeting via live webcast on the Internet. You will be able to attend the annual meeting, vote and submit your questions during the meeting by visiting: www.virtualshareholdermeeting.com/ITRI2025
You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the annual meeting. As always, we encourage you to vote your shares prior to the annual meeting. The annual meeting will be held for the following purposes:
Items of Business:
| 1. | To elect one director to the Company’s Board of Directors. |
| 2. | To approve, on a non-binding advisory basis, the compensation of our named executive officers for the fiscal year ended December 31, 2024. |
| 3. | To approve an amendment to Itron’s Amended and Restated Articles of Incorporation to increase the authorized shares of common stock. |
| 4. | To approve amendments to Itron’s Amended and Restated Articles of Incorporation to make certain technical and administrative changes. |
| 5. | To approve an amendment to Itron’s Amended and Restated Articles of Incorporation to include indemnification provisions. |
| 6. | To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountant for the 2025 fiscal year. |
| 7. | To transact any other business that may properly come before the annual meeting. |
Members of the Company’s management will not make any formal presentation as part of the annual meeting, but will be available to address questions from shareholders, as appropriate. In addition, we expect the director nominee, together with those directors continuing in office, will attend the annual meeting.
By Order of the Board of Directors,
Christopher E. Ware
Corporate Secretary
Liberty Lake, Washington
March 24, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.