--- schema_version: "secwatch.filing_event.v1" accession: "0000780571-23-000020" form_type: "8-K" ticker: "ITRI" cik: "0000780571" company_name: "ITRON, INC." filed_at: "2023-05-11T23:59:59+00:00" generated_at: "2026-06-15T05:16:05.291570+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # Itron board authorizes $100M share repurchase; shareholders elect directors and approve proposals ## Summary - Three directors elected: Mary C. Hemmingsen (Class 3, 2-yr term), Jerome J. Lande and Frank M. Jaehnert (Class 1, 3-yr terms). - Advisory say-on-pay approved (38.2M for, 3.5M against); shareholders favor annual frequency (39.4M for 1 year). - Amendment to 2012 Employee Stock Purchase Plan ratified (41.4M for). - Deloitte & Touche LLP ratified as independent auditor for FY2023 (42.4M for). - Board authorized new $100M share repurchase program over 18 months via open market purchases. ## SEC filing metadata - accession: 0000780571-23-000020 - form_type: 8-K - ticker: ITRI - cik: 0000780571 - company_name: ITRON, INC. - filed_at: 2023-05-11T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.07, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/780571/000078057123000020/0000780571-23-000020-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/780571/000078057123000020/itri-20230511.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000780571-23-000020 - JSON: https://secwatch.observer/filing/0000780571-23-000020.json - Plain text: https://secwatch.observer/filing/0000780571-23-000020.txt ## Key facts - Shareholder Votes ITRON, INC. shareholders approved Approval of the advisory (non-binding) resolution relating to executive compensation. at the 2023-05-11 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-11 source text: Proposal Two: Approval of the advisory (non-binding) resolution relating to executive compensation. VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 38,166,872 3,478,063 61,040 1,777,036 evidence_url: https://www.sec.gov/Archives/edgar/data/780571/000078057123000020/0000780571-23-000020-index.htm - Shareholder Votes ITRON, INC. shareholders approved Election of Directors at the 2023-05-11 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-11 source text: Proposal One: The following nominees for Director were elected until their successors are duly elected and qualified: NOMINEE VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES Mary C. Hemmingsen 41,471,513 224,784 9,678 1,777,036 Jerome J. Lande 41,346,163 345,005 14,807 1,777,036 Frank M. Jaehnert 37,763,271 3,927,744 14,960 1,777,036 Mary C. Hemmingsen was elected to hold office in Class 3 for a term of two years until the Company’s 2025 Annual Meeting. Jerome J. Lande and Frank M. Jaehnert were elected to hold office in Class 1 for a term of three years until the Company's 2026 Annual Meeting. All independent Directors, except for the Board Chair, serve on at least one committee. For further information regarding the composition of such committees, refer to Itron's investor relations website, at https://investors.itron.com/corporate-governance/committee-composition. evidence_url: https://www.sec.gov/Archives/edgar/data/780571/000078057123000020/0000780571-23-000020-index.htm - Shareholder Votes ITRON, INC. shareholders approved Approval of the amendment of the Itron, Inc. 2012 Employee Stock Purchase Plan. at the 2023-05-11 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-05-11 source text: Proposal Four: Approval of the amendment of the Itron, Inc. 2012 Employee Stock Purchase Plan. VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES 41,378,226 323,266 4,483 1,777,036 evidence_url: https://www.sec.gov/Archives/edgar/data/780571/000078057123000020/0000780571-23-000020-index.htm - Shareholder Votes ITRON, INC. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2023 fiscal year. at the 2023-05-11 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-11 source text: Proposal Five: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2023 fiscal year. VOTES FOR VOTES AGAINST ABSTENTIONS 42,386,065 1,086,990 9,956 evidence_url: https://www.sec.gov/Archives/edgar/data/780571/000078057123000020/0000780571-23-000020-index.htm - Shareholder Votes ITRON, INC. shareholders approved Approval of the advisory vote on frequency of future advisory votes on executive compensation. at the 2023-05-11 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-11 source text: Proposal Three: Approval of the advisory vote on frequency of future advisory votes on executive compensation. 1 YEAR 2 YEARS 3 YEARS ABSTENTIONS BROKER NON-VOTES 39,410,367 5,488 2,280,672 9,448 1,777,036 evidence_url: https://www.sec.gov/Archives/edgar/data/780571/000078057123000020/0000780571-23-000020-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.