ITRI Form 8-K 5.8.15


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 
May 8, 2015
 
Date of Report (Date of Earliest Event Reported)
ITRON, INC.
(Exact Name of Registrant as Specified in its Charter)

Washington
 
000-22418
 
91-1011792
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(IRS Employer
Identification No.)

2111 N. Molter Road, Liberty Lake, WA 99019
(Address of Principal Executive Offices, Zip Code)

(509) 924-9900
(Registrant's Telephone Number, Including Area Code)

 
(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
        
[ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.07
Submission of Matters to a Vote of Security Holders.

Itron, Inc. (the Company) held its 2015 Annual Meeting of Shareholders (the Annual Meeting) on May 8, 2015. Four proposals were voted upon at the Annual Meeting. The proposals are described in detail in the Company's proxy statement filed with the Securities and Exchange Commission on March 20, 2015. All of the proposals passed. The final results for the votes regarding each proposal are set forth below.

Proposal One: The following nominees for Director were elected for three year terms ending in 2018, except Timothy M. Leyden, who was elected for a two-year term ending in 2017, or until their successors are duly elected and qualified:
NOMINEE
 
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
Kirby A. Dyess
 
31,672,614
 
771,116
 
8,715
 
2,520,620
Philip C. Mezey
 
31,615,729
 
827,532
 
9,184
 
2,520,620
Daniel S. Pelino
 
32,126,804
 
316,843
 
8,798
 
2,520,620
Timothy M. Leyden
 
32,077,479
 
366,609
 
8,357
 
2,520,620

Each independent Director serves on at least one committee of the Board of Directors. For further information regarding the composition of such committees, refer to Itron's investor relations website, at http://investors.itron.com/committees.cfm.

Proposal Two: Re-approval of the Itron, Inc. Executive Management Incentive Plan.
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
 
31,152,866
 
1,223,183
 
76,396
 
2,520,620
 

Proposal Three: Approval of the advisory (non-binding) resolution on executive compensation.
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
 
24,721,666
 
7,652,579
 
78,200
 
2,520,620
 

Proposal Four: Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2015 fiscal year.
VOTES FOR
 
VOTES AGAINST
 
ABSTENTIONS
 
BROKER
NON-VOTES
 
34,222,130
 
645,917
 
105,018
 
—
 





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.



 
 
 
ITRON, INC.
 
 
 
 
 
 
By:
/s/ SHANNON M. VOTAVA
Dated: May 8, 2015
 
 
Shannon M. Votava
 
 
 
Vice President, General Counsel and Corporate Secretary