---
schema_version: "secwatch.filing_event.v1"
accession: "0000780571-25-000004"
form_type: "8-K"
ticker: "ITRI"
cik: "0000780571"
company_name: "ITRON, INC."
filed_at: "2025-02-24T23:59:59+00:00"
generated_at: "2026-05-26T06:36:58.817668+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.4
calibrated_materiality_score: 0.4
confidence: "high"
source: SEC EDGAR
---

# Itron board to shrink from 9 to 7 as directors Ziegler and Hemmingsen retire at 2025 meeting

## Summary
- Lynda Ziegler, board member since 2013 and chair of Nominating and Governance Committee, will retire at 2025 annual meeting.
- Mary Hemmingsen, board member since 2022 and Audit/Finance Committee member, will also not stand for re-election.
- Effective May 8, 2025, board size reduces from nine to seven directors.
- Both departures are not due to any disagreement with Itron or management.

## SEC filing metadata
- accession: 0000780571-25-000004
- form_type: 8-K
- ticker: ITRI
- cik: 0000780571
- company_name: ITRON, INC.
- filed_at: 2025-02-24T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.4
- calibrated_materiality_score: 0.4
- confidence: high
- sec_items: 5.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/780571/000078057125000004/0000780571-25-000004-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/780571/000078057125000004/itri-20250219.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000780571-25-000004
- JSON: https://secwatch.observer/filing/0000780571-25-000004.json
- Plain text: https://secwatch.observer/filing/0000780571-25-000004.txt

## Key facts
- Executive change
  Mary C. Hemmingsen departed as Director at ITRON, INC..
  - Action: will not stand for re-election
  - Role: Director
  source text: On February 19, 2025, Mary C. Hemmingsen, a member of the Board and a member of the Audit/Finance Committee, advised the Company that owing to her significant work and board load as partner at Moneta Securities and her audit chair role for four companies, she will not stand for re-election to the Board at the Company's 2025 Annual Meeting of Shareholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/780571/000078057125000004/0000780571-25-000004-index.htm
- Executive change
  Lynda L. Ziegler departed as Director at ITRON, INC..
  - Action: will retire
  - Role: Director
  source text: On February 19, 2025, Lynda L. Ziegler, a member of the Board of Directors (the Board) of Itron, Inc. (the Company), the chair of the Nominating and Corporate Governance Committee, and a member of the Compensation Committee, notified the Company that she will retire when her term ends and, therefore, not stand for re-election to the Board at the Company’s 2025 Annual Meeting of Shareholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/780571/000078057125000004/0000780571-25-000004-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.