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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Itron, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 21, 2025 |
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 Date of Report (Date of earliest event reported): August 20, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| August 21, 2025 |
Itron Names Scott Drury, Former Utility CEO, to Board EXHIBIT 99.1 Itron Names Scott Drury, Former Utility CEO, to Board LIBERTY LAKE, Wash., Aug. 21, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced the appointment of Scott Drury, former chief executive officer of Southern California Gas Company, to its board of directors, effective immediately. With more |
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| August 14, 2025 |
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 Date of Report (Date of earliest event reported): August 11, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| August 14, 2025 |
EXHIBIT 99.1 Itron Appoints Sheri Savage to Board of Directors Executive Brings More Than 30 Years of Experience in Finance LIBERTY LAKE, Wash., Aug. 14, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced the appointment of Sheri Savage, senior vice president of finance and CFO at Ultra Clean Holdings (UCT |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact nam |
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| July 31, 2025 |
Itron Announces Second Quarter 2025 Financial Results EXHIBIT 99.1 Itron Announces Second Quarter 2025 Financial Results LIBERTY LAKE, Wash., July 31, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its second quarter ended June 30, 2025. Key results for the quarter include (compared with the second quarter of 2024): Revenue of $607 mil |
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| July 31, 2025 |
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 Date of Report (Date of earliest event reported): July 31, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) Commission file number I.R.S. Employer Identification No. 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive off |
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| May 12, 2025 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2024 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for |
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| May 9, 2025 |
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, 2025 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 Number) ( |
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| May 9, 2025 |
of Itron, Inc., as amended effective Exhibit 3.1 CERTIFICATE ACCOMPANYING AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ITRON, INC. Pursuant to RCW 23B.10.070, the undersigned hereby certifies on behalf of Itron, Inc., a Washington corporation (the "Corporation"), as follows: 1. The name of the Corporation is Itron, Inc. 2. The Articles of Incorporation of the Corporation, as amended, are amended and restated in their entirety to |
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| May 1, 2025 |
Itron Announces First Quarter 2025 Financial Results EXHIBIT 99.1 Itron Announces First Quarter 2025 Financial Results LIBERTY LAKE, Wash., May 01, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its first quarter ended March 31, 2025. Key results for the quarter include (compared with the first quarter of 2024): Revenue of $607 millio |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact na |
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| May 1, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Date of Report (Date of earliest event reported): May 1, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 24, 2025 |
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- |
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| March 24, 2025 |
TABLE OF CONTENTS 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, f |
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| March 14, 2025 |
TABLE OF CONTENTS 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, fo |
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| February 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact name of |
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| February 25, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Date of Report (Date of earliest event reported): February 25, 2025 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| February 25, 2025 |
Itron Announces Fourth Quarter and Full Year 2024 Financial Results EXHIBIT 99.1 Itron Announces Fourth Quarter and Full Year 2024 Financial Results LIBERTY LAKE, Wash., Feb. 25, 2025 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ:ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced today financial results for its fourth quarter and full year ended Dec. 31, 2024. Key results for the quarter and full year include (compared with |
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| February 25, 2025 |
Subsidiaries of Itron, Inc. (filed with this report) Exhibit 21.1 CONSOLIDATED SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2024 Itron, Inc. Domestic Subsidiaries State of Incorporation Itron Global Holdings LLC Delaware Itron International, LLC Delaware Itron Networked Solutions, Inc. Delaware SSN Holdings, LLC Delaware Royal Cautivo Insurance, Inc. Utah Itron, Inc. International Subsidiaries Jurisdiction of Incorporation or Organization Itron Au |
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| February 25, 2025 |
024 Itron Incentive Plan (filed with this report) Exhibit 10.18 Overview The Itron Incentive Plan (“IIP”, or “Plan”) provides a cash payout (the “IIP Award”) to eligible participants based on attainment of financial metrics, quantitative strategic goals (“Performance Metrics”), and an assessment of individual performance. The period of January 1st through December 31st (“Performance Period”) is used to measure results. The Performance Metrics are |
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| February 24, 2025 |
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 February 19, 2025 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 Num |
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| November 8, 2024 |
EX-99 2 Rule13DJointFilingAgreement.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd., as the ultimate parent company of each of its undersigned subsidiarie |
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| November 8, 2024 |
ITRI / Itron, Inc. / Invesco Ltd. - SEC SCHEDULE 13G Passive Investment SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Itron Inc (Name of Issuer) Common Stock (Title of Class of Securities) 465741106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| October 31, 2024 |
Itron Announces Third Quarter 2024 Financial Results EXHIBIT 99.1 Itron Announces Third Quarter 2024 Financial Results LIBERTY LAKE, Wash., Oct. 31, 2024 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its third quarter ended September 30, 2024. Key results for the quarter include (compared with the third quarter of 2023): Revenue of $615 m |
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| October 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exac |
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| October 31, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Date of Report (Date of earliest event reported): October 31, 2024 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Num |
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| September 23, 2024 |
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 September 19, 2024 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 Nu |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact nam |
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| August 1, 2024 |
Amendment to the Executive Deferred Compensation Plan. Exhibit 10.5 THIRD AMENDMENT TO THE ITRON, INC. EXECUTIVE DEFERRED COMPENSATION PLAN As Amended and Restated Effective January 1, 2012 WHEREAS, Itron, Inc. (the “Company”) has adopted, and currently maintains, the Itron, Inc. Executive Deferred Compensation Plan (the “Plan”), pursuant to which a select group of management and highly compensated employees may defer compensation and equity compensat |
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| August 1, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Date of Report (Date of earliest event reported): August 1, 2024 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| August 1, 2024 |
Form of Amendment to Warrant Confirmation (Filed Exhibit 10.2 WARRANT AMENDMENT AGREEMENT This Amendment (this “Agreement”) is made as of June [●], 2024 by and between Itron, Inc., a Washington corporation (“Company”), and [Dealer Name] (“Dealer”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to such terms in the Existing Warrant Confirmation. WHEREAS, Company issued $460,000,000 principal amou |
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| August 1, 2024 |
Amended and Restated 2010 Stock Incentive Plan. (Filed with this report) Exhibit 10.4 ITRON, INC. THIRD AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, May 9, 2024) SECTION 1.PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Third Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company”), by offering o |
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| August 1, 2024 |
Itron Announces Second Quarter 2024 Financial Results EXHIBIT 99.1 Itron Announces Second Quarter 2024 Financial Results LIBERTY LAKE, Wash., Aug. 01, 2024 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its second quarter ended June 30, 2024. Key results for the quarter include (compared with the second quarter of 2023): Revenue of $609 mil |
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| June 21, 2024 |
Exhibit 4.1 EXECUTION VERSION ITRON, INC. as Issuer AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 21, 2024 1.375% Convertible Senior Notes due 2030 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS Section 1.01 Definitions 5 Section 1.02 References to Interest 18 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 Designatio |
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| June 21, 2024 |
Exhibit 10.1 [Dealer Name] [Dealer Address] [], 2024 To: Itron, Inc. 2111 N Molter Road Liberty Lake, Washington 99019 Attention: [ ] Telephone No.: [ ] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (“Dealer”) and Itron, Inc. (“Counter |
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| June 21, 2024 |
Itron Prices Upsized $700 Million 1.375% Convertible Senior Notes Offering Exhibit 99.2 Itron Prices Upsized $700 Million 1.375% Convertible Senior Notes Offering LIBERTY LAKE, Wash. — June 17, 2024 — Itron, Inc. (NASDAQ: ITRI) (the “Company”), which is innovating new ways for utilities and cities to manage energy and water, today announced the pricing of its private offering of $700 million aggregate principal amount of its 1.375% convertible senior notes due 2030 (the |
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| June 21, 2024 |
Itron Announces $500.0 Million Convertible Senior Notes Exhibit 99.1 Itron Announces $500.0 Million Convertible Senior Notes LIBERTY LAKE, Wash., June 17, 2024 — Itron, Inc. (NASDAQ: ITRI) (the “Company”), which is innovating new ways for utilities and cities to manage energy and water, today announced that it intends to commence a private offering, subject to market and other conditions, of $500.0 million aggregate principal amount of convertible seni |
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| June 21, 2024 |
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 Date of Report (Date of earliest event reported): June 14, 2024 Itron, Inc. (Exact name of Registrant as Specified in Its Charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| June 21, 2024 |
EX-10.2 4 d124505dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 8 dated as of June 14, 2024 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the |
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| May 13, 2024 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2023 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 (State or other jurisdiction of incorporation) Commission file number 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive offices) (Zip code) Thomas L. Deitrich (509) 924- |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
Filing Fee Table (filed herewith) Exhibit 107.1 CALCULATION OF FILING FEE TABLE FORM S-8 (Form Type) ITRON, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, no par value (“C |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 10, 2024 |
As filed with the Securities and Exchange Commission on May 9, 2024 As filed with the Securities and Exchange Commission on May 9, 2024 Registration No. |
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| May 9, 2024 |
Submission of Matters to a Vote of Security Holders 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 9, 2024 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 Number) ( |
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| May 2, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 Date of Report (Date of earliest event reported): May 2, 2024 Itron, Inc. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| May 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact na |
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| May 2, 2024 |
Itron Announces First Quarter 2024 Financial Results EXHIBIT 99.1 Itron Announces First Quarter 2024 Financial Results LIBERTY LAKE, Wash., May 02, 2024 (GLOBE NEWSWIRE) - Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its first quarter ended March 31, 2024. Key results for the quarter include (compared with the first quarter of 2023): Revenue of $603 millio |
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| March 19, 2024 |
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- |
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| March 19, 2024 |
TABLE OF CONTENTS 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 perm |
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| March 5, 2024 |
Exhibit 99.1 Itron Acquires Elpis Squared, Expands Grid Edge Intelligence Portfolio Acquisition to Help Accelerate the Energy Transition with Grid Planning, Operations and Engineering LIBERTY LAKE, Wash. — March 5, 2024 — Itron, Inc. (NASDAQ: ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced today it is expanding its Grid Edge Intelligence portfolio |
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| March 5, 2024 |
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 March 1, 2024 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 Number) |
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| February 27, 2024 |
Form of Debt Indenture. (filed with this registration statement) Exhibit 4.1 ITRON, INC., Issuer to , Trustee INDENTURE Dated as of , 202 Debt Securities Reconciliation and tie between Indenture, dated as of , 202 , and the Trust Indenture Act of 1939, as amended. Trust Indenture Act of 1939 Section Indenture Section 310(a)(1) 6.12 (a)(2) 6.12 (a)(3) TIA (a)(4) Not applicable (a)(5) TIA (b) 6.10; 6.12; TIA 311(a) TIA (b) TIA 312(a) 6.8 (b) TIA |
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| February 27, 2024 |
Calculation of Registration Fee. Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-3 (Form type) ITRON, INC. (Exact name of Registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forwa |
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| February 27, 2024 |
As filed with the Securities and Exchange Commission on February 27, 2024 Table of Contents As filed with the Securities and Exchange Commission on February 27, 2024 Registration No. |
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| February 26, 2024 |
Form of Indemnification Agreements between Itron, Inc. and certain directors and officers. (Filed Exhibit 10.3 ITRON, INC. INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") effective as of , 20, is made between Itron, Inc., a Washington corporation (the "Company"), and , a director and/or officer of the Company ("Indemnitee"). Recitals A. Indemnitee is a director and/or officer of the Company and in such capacity is performing valuable services for the Company. B. The |
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| February 26, 2024 |
Exhibit 10.30 Executive Officer Severance Pay Policy (US Executives Only) (Effective April 29, 2014) The company recognizes that it is usually difficult for executive officers whose employment is terminated involuntarily to obtain a position comparable to the one he or she has with the company. In view of this, any executive officer who is terminated involuntarily, except if terminated for discipl |
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| February 26, 2024 |
Exhibit 97.1 ITRON, INC. 2023 Incentive Compensation Recovery Policy 1. Purpose The purpose of the 2023 Itron, Inc Incentive Compensation Recovery Policy (this “Policy”) is to provide for the recovery of certain Incentive-Based Compensation in the event of an Accounting Restatement. This Policy is intended to comply with, and to be administered and interpreted consistent with, Section 10D of the S |
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| February 26, 2024 |
Exhibit 10.31 Insider Trading Policy Title Insider Trading Policy Classification Internal Department Owner Legal Department Policy Last Approved by: Owner: Chris Ware; General Counsel, Legal Department Date: 9/23/2022 History Version Modifications Date 1.0 Initial Policy Release 12/7/2017 1.1 Revisions 8/8/2019 1.2 Revisions 9/16/2020 1.3 Revisions 3/10/2021 1.4 Updated template 9/3/2022 Questions |
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| February 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 Itron, Inc. (Exact name of |
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| February 26, 2024 |
Exhibit 10.1 SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS THIS SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS (“Agreement”), dated , 2022 is made by and between Itron, Inc. (the “Company”), and (the “Executive”). WHEREAS, the Company and Executive are parties to an Amended and Restated Change in Control Severance |
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| February 26, 2024 |
Itron Announces Fourth Quarter and Full Year 2023 Financial Results Exhibit 99.1 FOR IMMEDIATE RELEASE Itron Announces Fourth Quarter and Full Year 2023 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-February 26, 2024 -Itron, Inc. (NASDAQ:ITRI), which is innovating new ways for utilities and cities to manage energy and water, announced financial results for its fourth quarter and full year ended Dec. 31, 2023. Key results for the quarter and full year inclu |
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| February 26, 2024 |
Subsidiaries of Itron, Inc. (filed with this report) Exhibit 21.1 CONSOLIDATED SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2023 Itron, Inc. Domestic Subsidiaries State of Incorporation Itron Global Holdings LLC Delaware Itron International, LLC Delaware Itron Networked Solutions, Inc. Delaware SSN Holdings, LLC Delaware Itron Global LLC dba Itron Global Trading Texas Royal Cautivo Insurance, Inc. Utah Itron, Inc. International Subsidiaries Jurisd |
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| February 26, 2024 |
Exhibit 10.32 ITRON, INC. EXECUTIVE DEFERRED COMPENSATION PLAN ARTICLE I. ESTABLISHMENT AND NATURE OF PLAN The Company established the Plan effective October 1, 1991. The Plan was amended and restated effective August 1, 1996, and was further amended in 2007. The Plan was amended and restated in its entirety effective January 1, 2008, and the amendment and restatement applied to all amounts deferr |
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| February 26, 2024 |
Exhibit 10.29 Overview The Itron Incentive Plan (“IIP”, or “Plan”) provides a cash award to eligible participants based on attainment of financial & quantitative strategic goals metrics and an assessment of individual performance. The period of January 1st through December 31st (“Performance Period”) is used to establish metrics and measure results. The Financial & Quantitative Strategic Goals met |
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| February 26, 2024 |
Second Amended and Restated 2010 Stock Incentive Plan. (Filed Exhibit 10.4 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company”), by o |
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| February 26, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 February 26, 2024 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 Num |
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| February 14, 2024 |
ITRI / Itron, Inc. / Amundi - SCHEDULE 13G Passive Investment SC 13G/A 1 itroninc12312023.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. 1 )* Name of issuer: ITRON, INC. Title of Class of Securities: Shares CUSIP Number: 465741106 Date of Event Which |
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| February 13, 2024 |
ITRI / Itron, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01234-itroninc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Itron Inc Title of Class of Securities: Common Stock CUSIP Number: 465741106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursu |
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| November 2, 2023 |
Itron Announces Third Quarter 2023 Financial Results Exhibit 99.1 Itron Announces Third Quarter 2023 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-November 2, 2023-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its third quarter ended September 30, 2023. Key results for the quarter include (compared with the third quarter of 2022): Revenue of $561 mi |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exac |
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| November 2, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 November 2, 2023 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 Numb |
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| October 16, 2023 |
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 October 13, 2023 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 Numb |
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| October 16, 2023 |
Exhibit 10.1 AMENDMENT NO. 7 dated as of October 13, 2023 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement), among ITRON, INC., a Washington |
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| September 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 18, 2023 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) (Com |
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| August 3, 2023 |
Itron Announces Second Quarter 2023 Financial Results Exhibit 99.1 Itron Announces Second Quarter 2023 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-August 3, 2023-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its second quarter ended June 30, 2023. Key results for the quarter include (compared with the second quarter of 2022): Revenue of $541 millio |
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| August 3, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 August 3, 2023 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 Number |
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| August 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact nam |
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| July 24, 2023 |
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 July 18, 2023 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 Number) |
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| July 24, 2023 |
Itron Appoints Sanjay Mirchandani to Board of Directors Exhibit 99.1 Itron Appoints Sanjay Mirchandani to Board of Directors Technology Executive Brings More Than 30 Years of Expertise in Cybersecurity, Data Protection and Customer Service LIBERTY LAKE, Wash.-(BUSINESS WIRE)-July 24, 2023-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today the appointment of Sanjay Mirchandani, CEO of Co |
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| July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 11, 2023 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) (Comm |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Power of Attorney (see signature page) As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Power of Attorney (see signature page) S-8 POS As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Power of Attorney (see signature page) S-8 POS As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Power of Attorney (see signature page) As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan EX-10.1 Exhibit 10.1 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN (As Amended and Restated, February 23, 2023) SECTION 1. PURPOSE; EFFECTIVE DATE The name of this Plan is the Itron, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “Plan”). The purpose of the Plan is to enhance the long-term shareholder value of Itron, Inc., a Washington corporation (the “Company |
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| May 23, 2023 |
Power of Attorney (see signature page) S-8 POS As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Power of Attorney (see signature page) As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 23, 2023 |
Power of Attorney (see signature page) S-8 POS As filed with the Securities and Exchange Commission on May 23, 2023 Registration No. |
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| May 15, 2023 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2022 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State of Incorporation) Commission File Number (I.R.S. Employer Identification Number) 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive offices) (Zip Code) |
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| May 11, 2023 |
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 11, 2023 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 Number) |
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| May 4, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 4, 2023 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 Number) ( |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact na |
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| May 4, 2023 |
Itron Announces First Quarter 2023 Financial Results Exhibit 99.1 Itron Announces First Quarter 2023 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-May 4, 2023-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its first quarter ended Mar. 31, 2023. Key results for the quarter include (compared with the first quarter of 2022): Revenue of $495 million, inc |
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| April 17, 2023 |
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 April 13, 2023 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 Number |
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| March 21, 2023 |
TABLE OF CONTENTS 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 perm |
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| March 21, 2023 |
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- |
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| February 27, 2023 |
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 February 27, 2023 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 Num |
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| February 27, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 February 27, 2023 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 Num |
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| February 27, 2023 |
Itron Announces Fourth Quarter and Full Year 2022 Financial Results and 2023 Guidance Exhibit 99.1 Itron Announces Fourth Quarter and Full Year 2022 Financial Results and 2023 Guidance LIBERTY LAKE, Wash.-(BUSINESS WIRE)-February 27, 2023-Itron, Inc. (NASDAQ:ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its fourth quarter and full year ended Dec. 31, 2022. Highlights for the quarter and full year include: Quar |
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| February 27, 2023 |
Exhibit 4.12 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF COMMON STOCK The following description of the Company’s common stock is based upon the Company’s Amended and Restated Articles of Incorporation (“Articles”), the Company’s Amended and Restated Bylaws (“Bylaws”) and applicable provisions of law. We have summari |
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| February 27, 2023 |
Subsidiaries of Itron, Inc. (filed with this report) Exhibit 21.1 CONSOLIDATED SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2022 Itron, Inc. Domestic Subsidiaries State of Incorporation Itron International, LLC Delaware Itron Networked Solutions, Inc. Delaware SSN Holdings, LLC Delaware Itron Global LLC dba Itron Global Trading Texas Royal Cautivo Insurance, Inc. Utah Itron, Inc. International Subsidiaries Jurisdiction of Incorporation or Organiza |
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| February 27, 2023 |
Exhibit 10.1 AMENDMENT NO. 6 dated as of February 21, 2023 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement), among ITRON, INC., a Washington |
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| February 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact name of |
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| February 10, 2023 |
ITRI / Itron Inc / Amundi - SCHEDULE 13G Passive Investment SC 13G 1 itroninc12312022.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT NO. )* Name of issuer: ITRON, INC. Title of Class of Securities: Shares CUSIP Number: 465741106 Date of Event Which Req |
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| February 9, 2023 |
ITRI / Itron Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01195-itroninc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Itron Inc. Title of Class of Securities: Common Stock CUSIP Number: 465741106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule purs |
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| November 3, 2022 |
Itron Announces Third Quarter 2022 Financial Results Exhibit 99.1 Itron Announces Third Quarter 2022 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-November 3, 2022-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its third quarter ended Sept. 30, 2022. Key results for the quarter include (compared with the third quarter of 2021): Revenue of $421 million, compared with $487 million; Gross margin of 28.5%; compared with 27.7%; G |
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| November 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 November 3, 2022 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 Numb |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exac |
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| October 11, 2022 |
Itron Appoints Mary Hemmingsen to Board of Directors Exhibit 99.1 Itron Appoints Mary Hemmingsen to Board of Directors Finance Executive Brings More Than 30 Years of Energy Industry Expertise LIBERTY LAKE, Wash.-(BUSINESS WIRE)-October 11, 2022-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today the appointment of Mary Hemmingsen, an energy and infrastructure industry executive with d |
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| October 11, 2022 |
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 October 7, 2022 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 Numbe |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact nam |
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| August 4, 2022 |
Itron Announces Second Quarter 2022 Financial Results and Updated Full-Year 2022 Guidance Exhibit 99.1 Itron Announces Second Quarter 2022 Financial Results and Updated Full-Year 2022 Guidance LIBERTY LAKE, Wash.-(BUSINESS WIRE)-August 4, 2022-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its second quarter ended June 30, 2022. Key results for the quarter include (compared with the second quarter of 2021): Revenue of $432 million, compared with $489 million; Gross mar |
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| August 4, 2022 |
Exhibit 10.2 SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS THIS SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS (?Agreement?), dated May 12, 2022 is made by and between Itron, Inc. (the ?Company?), and Thomas Deitrich (the ?Executive?). WHEREAS, the Company and Executive are parties to an Amended and Restated Chang |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 August 4, 2022 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 Number |
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| August 4, 2022 |
Exhibit 10.1 SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS THIS SECOND AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT FOR EXECUTIVE OFFICERS (?Agreement?), dated , 2022 is made by and between Itron, Inc. (the ?Company?), and (the ?Executive?). WHEREAS, the Company and Executive are parties to an Amended and Restated Change in Control Severance |
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| May 17, 2022 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2021 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State of Incorporation) Commission File Number (I.R.S. Employer Identification Number) 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive offices) (Zip Code) |
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| May 12, 2022 |
Submission of Matters to a Vote of Security Holders 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 12, 2022 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 Number) |
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| May 2, 2022 |
Itron Announces First Quarter 2022 Financial Results Exhibit 99.1 Itron Announces First Quarter 2022 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-May 2, 2022-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its first quarter ended March 31, 2022. Key results for the quarter include (compared with the first quarter of 2021): Revenue of $475 million, compared with $520 million; Gross margin of 28.4%; compared with 32.2%; GAAP n |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact na |
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| May 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 2, 2022 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 Number) ( |
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| March 22, 2022 |
TABLE OF CONTENTS 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 ? ? ? ? ? ? ?? ? ? Confidenti |
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| March 22, 2022 |
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 |
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| March 10, 2022 |
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 March 4, 2022 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 Number) |
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| February 28, 2022 |
Itron Announces Fourth Quarter and Full Year 2021 Financial Results and 2022 Guidance Exhibit 99.1 Itron Announces Fourth Quarter and Full Year 2021 Financial Results and 2022 Guidance LIBERTY LAKE, Wash.-(BUSINESS WIRE)-February 28, 2022-Itron, Inc. (NASDAQ:ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its fourth quarter and full year ended Dec. 31, 2021. Highlights for the quarter and full year include: Quar |
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| February 28, 2022 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ITRON, INC. Adopted February 24, 2022 TABLE OF CONTENTS Page SECTION 1. OFFICES 1 SECTION 2. SHAREHOLDERS 1 2.1 Annual Meeting 1 2.2 Special Meetings 1 2.3 Meetings by Communication Equipment 1 2.4 Date, Time and Place of Meeting 1 2.5 Notice to Shareholders 2 2.6 Business for Shareholders? Meetings 4 2.6.1 Business at Annual Meetings 4 2.6.2 Business at |
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| February 28, 2022 |
Exhibit 4.13 AMENDMENT NO. 4 dated as of February 25, 2022 (this ?Amendment?), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time, the ?Credit Agreement?; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement), among ITRON, INC., a Washington |
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| February 28, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 February 28, 2022 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 Num |
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| February 28, 2022 |
Subsidiaries of Itron, Inc. (filed with this report) Exhibit 21.1 CONSOLIDATED SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2021 Itron, Inc. Domestic Subsidiaries State of Incorporation Itron International, LLC Delaware Itron Networked Solutions, Inc. Delaware SSN Holdings, LLC Delaware Itron Global LLC dba Itron Global Trading Texas Royal Cautivo Insurance, Inc. Utah Itron, Inc. International Subsidiaries Jurisdiction of Incorporation or Organiza |
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| February 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact name of |
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| February 28, 2022 |
Exhibit 10.36 Overview The Itron Incentive Plan (?IIP?, or ?Plan?) provides a cash award to eligible participants based on attainment of financial metrics and an assessment of individual performance. The period of January 1st through December 31st (?Performance Period?) is used to establish metrics and measure results. The Financial metrics are collectively referred to in the IIP document as (?Per |
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| February 28, 2022 |
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 February 24, 2022 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 Num |
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| February 10, 2022 |
ITRI / Itron Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Itron Inc. Title of Class of Securities: Common Stock CUSIP Number: 465741106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13 |
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| November 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 November 4, 2021 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.) |
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| November 4, 2021 |
Financial Statements and Exhibits, Other Events 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 November 1, 2021 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.) |
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| November 4, 2021 |
Itron Announces Third Quarter 2021 Financial Results Exhibit 99.1 Itron Announces Third Quarter 2021 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-November 4, 2021-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its third quarter ended Sept. 30, 2021. Key results for the quarter include (compared with the third quarter of 2020): Revenue of $487 million, compared with $540 million; Gross margin of 27.7%; compared with 26.5%; G |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exac |
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| November 3, 2021 |
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 October 29, 2021 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.) |
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| November 3, 2021 |
Exhibit 99.1 Dresser Utility Solutions to Acquire Itron?s Global Gas Regulator and European C&I Gas Metering Business HOUSTON & LIBERTY LAKE, Wash.-(BUSINESS WIRE)-November 3, 2021-Dresser Utility Solutions, a solutions provider for utility companies, and Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, have reached an agreement for the sale of |
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| October 13, 2021 |
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 October 12, 2021 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.) |
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| August 5, 2021 |
Itron Announces Second Quarter 2021 Financial Results and Updated Full-Year 2021 Guidance Exhibit 99.1 Itron Announces Second Quarter 2021 Financial Results and Updated Full-Year 2021 Guidance LIBERTY LAKE, Wash.-(BUSINESS WIRE)-August 5, 2021-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its second quarter ended June 30, 2021. Key results for the quarter include (compared with the second quarter of 2020): Revenue of $489 million, compared with $510 million; Gross mar |
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| August 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 August 5, 2021 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.) ( |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact nam |
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| June 4, 2021 |
Itron Appoints Santiago Perez to Board of Directors Exhibit 99.1 Itron Appoints Santiago Perez to Board of Directors Former Schneider Electric Executive Brings Nearly 35 Years of High-Tech Expertise LIBERTY LAKE, Wash.-(BUSINESS WIRE)-June 3, 2021-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today the appointment of Santiago Perez, a senior advisor at Arsenal Capital Partners and fo |
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| June 4, 2021 |
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 June 1, 2021 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.) (IR |
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| May 17, 2021 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2020 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State of Incorporation) Commission File Number (I.R.S. Employer Identification Number) 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive offices) (Zip Code) |
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| May 13, 2021 |
Submission of Matters to a Vote of Security Holders 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 13, 2021 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 Number) |
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| May 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 3, 2021 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 |
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| May 3, 2021 |
Itron Announces First Quarter 2021 Financial Results Exhibit 99.1 Itron Announces First Quarter 2021 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-May 3, 2021-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its first quarter ended March 31, 2021. Key results for the quarter include (compared with the first quarter of 2020): Revenue of $520 million, compared with $598 million; Gross margin of 32.2%; compared with 28.7%; GAAP n |
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| May 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact na |
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| March 24, 2021 |
TABLE OF CONTENTS 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. 1) ? Filed by the Registrant ? ? ? Filed by a Party other than the Registrant ?? ? ? Check the appropriate box: ? ? ? ? ? ? ?? ? ? Preliminary Proxy Statement ? ? ? ? ? ? ?? ? ? Confidentia |
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| March 22, 2021 |
TABLE OF CONTENTS 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 ? ? ? ? ? ? ?? ? ? Confidenti |
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| March 22, 2021 |
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 |
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| March 12, 2021 |
Exhibit 10.1 [Dealer Name] [Dealer Address] [], 2021 To: Itron, Inc. 2111 N Molter Road Liberty Lake, Washington 99019 Attention: [ ] Telephone No.: [ ] Re: [Base][Additional] Call Option Transaction The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the call option transaction entered into between [Dealer Name] (?Dealer?) and Itron, Inc. (?Counter |
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| March 12, 2021 |
Exhibit 4.1 ITRON, INC. as Issuer AND U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of March 12, 2021 0.00% Convertible Senior Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 . Definitions 5 Section 1.02 . References to Interest 18 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01 . Designation and Amount 18 Section 2.0 |
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| March 12, 2021 |
Exhibit 1.1 ITRON, INC. 3,888,889 Shares of Common Stock (no par value) Underwriting Agreement March 9, 2021 J.P. Morgan Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Itron, Inc., a Washington corporation (the ?Company?), proposes to issue and sell to the seve |
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| March 12, 2021 |
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 Date of Report (Date of Earliest Event Reported): March 8, 2021 ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or other jurisdiction of incorporation) (Commission File Number |
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| March 12, 2021 |
Exhibit 10.2 Exhi [Dealer Name] [Dealer Address] [], 2021 To: Itron, Inc. 2111 N Molter Road Liberty Lake, Washington 99019 Attention: [ ] Telephone No.: [ ] Re: [Base][Additional] Warrants The purpose of this letter agreement (this ?Confirmation?) is to confirm the terms and conditions of the Warrants issued by Itron, Inc. (?Company?) to [Dealer Name] (?Dealer?) as of the Trade Date specified bel |
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| March 12, 2021 |
Itron Prices $400 Million Zero Coupon Convertible Senior Notes Offering Exhibit 99.3 Itron Prices $400 Million Zero Coupon Convertible Senior Notes Offering LIBERTY LAKE, Wash.?(BUSINESS WIRE)-Mar. 10, 2021? Itron, Inc. (NASDAQ: ITRI) (the ?Company?), which is innovating the way utilities and cities manage energy and water, today announced the pricing of its private offering of $400 million aggregate principal amount of its 0% convertible senior notes due 2026 (the ?N |
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| March 12, 2021 |
Exhibit 99.4 Itron Prices Follow-on Public Offering LIBERTY LAKE, Wash.?(BUSINESS WIRE)-Mar. 10, 2021? Itron, Inc. (NASDAQ: ITRI) (the ?Company?), which is innovating the way utilities and cities manage energy and water, today announced the pricing of its underwritten public offering of 3,888,889 shares of common stock at a price to the public of $90.00 per share. The underwriters will also have a |
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| March 12, 2021 |
Exhibit 10.3 AMENDMENT NO. 3 dated as of March 8, 2021 (this ?Amendment?), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time, the ?Credit Agreement?; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement), among ITRON, INC., a Washington cor |
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| March 12, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-253986 CALCULATION OF REGISTRATION FEE Title of Securities to be Registered Amount to be Registered (1) Maximum Offering Price per Share Maximum Aggregate Offering Price Amount of Registration Fee (2) Common stock, without par value 4,472,222 $90.00 $402,499,980 $43,913 (1) Includes shares of common stock that may be purchased |
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| March 12, 2021 |
Exhibit 99.2 Itron Announces Launch of Follow-On Public Offering LIBERTY LAKE, Wash.?(BUSINESS WIRE)-Mar. 8, 2021? Itron, Inc. (NASDAQ: ITRI) (the ?Company?), which is innovating the way utilities and cities manage energy and water, today announced that it has commenced an underwritten public offering, subject to market and other conditions, of $350 million of shares of common stock of the Company |
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| March 12, 2021 |
Exhibit 99.1 Itron Announces $400 Million Convertible Senior Notes LIBERTY LAKE, Wash.?(BUSINESS WIRE)-Mar. 8, 2021? Itron, Inc. (NASDAQ: ITRI) (the ?Company?), which is innovating the way utilities and cities manage energy and water, today announced that it intends to commence a private offering, subject to market and other conditions, of $400 million aggregate principal amount of convertible sen |
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| March 10, 2021 |
ITRON, INC. 3,888,889 SHARES OF COMMON STOCK PRICING TERM SHEET Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated March 9, 2021 Relating to Preliminary Prospectus Supplement dated March 8, 2021 Registration Statement No. |
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| March 8, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on March 8, 2021 Registration No. |
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| March 8, 2021 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-253986 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell |
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| February 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact name of |
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| February 24, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 February 24, 2021 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. |
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| February 24, 2021 |
Exhibit 10.21 ITRON, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN As adopted by the board on February 17, 2012 and approved by the shareholders on May 4, 2012 and amended by the Compensation Committee of the board on May 2, 2013 and September 11, 2013 SECTION 1. PURPOSE; STRUCTURE OF PLAN The purpose of the Plan is to provide Eligible Employees with an opportunity to purchase shares of Stock by means of |
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| February 24, 2021 |
Exhibit 4.7 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF COMMON STOCK The following description of the Company?s common stock is based upon the Company?s Amended and Restated Articles of Incorporation (?Articles?), the Company?s Amended and Restated Bylaws (?Bylaws?) and applicable provisions of law. We have summariz |
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| February 24, 2021 |
Exhibit 10.36 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD NOTICE Itron, Inc. (the ?Company?) hereby grants to Participant a restricted stock unit award (the ?Award?). The Award is subject to all the terms and conditions set forth in this Restricted Stock Unit Award Notice (the ?Award Notice?), the Restricted Stock Unit Award Agreement, including Ap |
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| February 24, 2021 |
Subsidiaries of Itron, Inc. (filed with this report) Exhibit 21.1 CONSOLIDATED SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2020 Itron, Inc. Domestic Subsidiaries State of Incorporation Itron International, Inc. Delaware Itron Networked Solutions, Inc. Delaware SSN Holdings, LLC Delaware Royal Cautivo Insurance, Inc. Utah Itron, Inc. International Subsidiaries Jurisdiction of Incorporation or Organization Itron Australasia Pty Limited Australia It |
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| February 24, 2021 |
Itron Announces Fourth Quarter and Full Year 2020 Financial Results and 2021 Guidance EX-99.1 2 a52384330ex991.htm EXHIBIT 99.1 Exhibit 99.1 Itron Announces Fourth Quarter and Full Year 2020 Financial Results and 2021 Guidance LIBERTY LAKE, Wash.-(BUSINESS WIRE)-February 24, 2021-Itron, Inc. (NASDAQ:ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its fourth quarter and full year ended Dec. 31, 2020. Highlights f |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Itron Inc. Title of Class of Securities: Common Stock CUSIP Number: 465741106 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d |
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| February 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* ITRON INC /WA/ (Name of Issuer) Common Stock (Title of Class of Securities) 465741106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| January 12, 2021 |
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 January 7, 2021 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.) |
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| November 2, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - ITRON, INC. 8-K 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 November 2, 2020 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.) |
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| November 2, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exac |
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| November 2, 2020 |
Exhibit 4.1 AMENDMENT NO. 2 dated as of October 19, 2020 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement), among ITRON, INC., a Washington c |
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| November 2, 2020 |
Itron Announces Third Quarter 2020 Financial Results and Operational Update Exhibit 99.1 Itron Announces Third Quarter 2020 Financial Results and Operational Update LIBERTY LAKE, Wash.-(BUSINESS WIRE)-November 2, 2020-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its third quarter ended Sept. 30, 2020. Key results for the quarter include (compared with the third quarter of 2019): Revenue of $540 million, compared with $624 million; Gross margin of 26.5%; |
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| September 22, 2020 |
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 September 17, 2020 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 |
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| September 22, 2020 |
Itron Launches Global Cost Savings Project EX-99.1 2 a52292376ex991.htm EXHIBIT 99.1 Exhibit 99.1 Itron Launches Global Cost Savings Project LIBERTY LAKE, Wash.-(BUSINESS WIRE)-September 22, 2020-Itron, Inc. (NASDAQ: ITRI), the leader in innovating the way utilities and cities manage energy and water, announced a plan to deliver $20 million to $25 million in annual savings from a global cost savings project, that includes continued executi |
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| August 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact nam |
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| August 3, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 August 3, 2020 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.) ( |
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| August 3, 2020 |
Itron Announces Second Quarter 2020 Financial Results and Provides Update on COVID-19 EX-99.1 2 a52260219ex991.htm EXHIBIT 99.1 Exhibit 99.1 Itron Announces Second Quarter 2020 Financial Results and Provides Update on COVID-19 LIBERTY LAKE, Wash.-(BUSINESS WIRE)-August 3, 2020-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its second quarter ended June 30, 2020. Key results for the quarter include (compared with the second quarter of 2019): Revenue of $510 million, |
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| June 17, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits, Material Impairments 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 June 13, 2020 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.) (I |
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| June 17, 2020 |
Itron Partners with Accell as Lead Distributor in Latin America Exhibit 99.1 Itron Partners with Accell as Lead Distributor in Latin America Accell will manufacture devices and provide services and support for customers in Latin America LIBERTY LAKE, Wash.-(BUSINESS WIRE)-June 17, 2020-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, announced today its intent to partner with Accell, – as Itron’s regional p |
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| May 11, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State of Incorporation) Commission File Number (I.R.S. Employer Identification Number) 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive offices) (Zip Code) |
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| May 11, 2020 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2019 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and the 1934 Act Release No. 34-67716 for |
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| May 8, 2020 |
Submission of Matters to a Vote of Security Holders 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 7, 2020 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 |
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| May 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact na |
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| May 4, 2020 |
Itron Announces First Quarter 2020 Financial Results and Provides Update on COVID-19 Exhibit 99.1 Itron Announces First Quarter 2020 Financial Results and Provides Update on COVID-19 LIBERTY LAKE, Wash.-(BUSINESS WIRE)-May 4, 2020-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its first quarter ended Mar. 31, 2020. Key results for the quarter include (compared with the first quarter of 2019): Revenue of $598 million, compared with $615 million; Gross margin of 28. |
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| May 4, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 4, 2020 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 |
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| March 25, 2020 |
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 March 25, 2020 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.) ( |
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| March 23, 2020 |
ITRI / Itron, Inc. DEFA14A - - DEFA14A 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 |
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| March 23, 2020 |
ITRI / Itron, Inc. DEF 14A - - DEF 14A TABLE OF CONTENTS 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 o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permi |
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| February 27, 2020 |
Exhibit 10.40 Thursday June 28, 2018 Sarah Hlavinka East 70th Street Unit 12U New York, NY 10021 Dear Sarah, We are pleased to offer you the position of Senior Vice President, General Counsel & Corporate Secretary reporting to Philip Mezey, President and CEO. This is an exempt position, and the salary being offered bi-weekly at $18,269.24, which equates to $475,000 annually. Your anticipated start |
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| February 27, 2020 |
Subsidiaries of Itron, Inc. (filed with this report) Exhibit 21.1 CONSOLIDATED SUBSIDIARIES OF THE REGISTRANT AT DECEMBER 31, 2019 Itron, Inc. Domestic Subsidiaries State of Incorporation Itron International, Inc. Delaware Itron Networked Solutions, Inc. Delaware Itron Brazil I, LLC Washington Itron Brazil II, LLC Washington Silver Spring Networks Holdings, LLC Delaware Royal Cautivo Insurance, Inc. Utah Itron, Inc. International Subsidiaries Jurisd |
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| February 27, 2020 |
Exhibit 10.39 ITRON, INC. SECOND AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN LONG TERM PERFORMANCE RESTRICTED STOCK UNIT AWARD NOTICE FOR U.S. PARTICIPANTS Itron, Inc. (the “Company”) hereby grants to Participant a performance restricted stock unit award (the “Award”). The Award is subject to all the terms and conditions set forth in this Long Term Performance Restricted Stock Unit Award Notice |
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| February 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact name of |
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| February 27, 2020 |
Exhibit 10.41 July 3, 2018 Don Reeves Via Email Dear Don: We are pleased to offer you the position of Senior Vice President, Services. As discussed, you will report directly to Tom Deitrich, Executive Vice President & COO, and we anticipate you will begin this role on July 2, 2018. This is an exempt position and your new salary is payable bi-weekly at $16,346.15, which equates to $425,000 annually |
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| February 24, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 February 24, 2020 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. |
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| February 24, 2020 |
Itron Announces Fourth Quarter and Full Year 2019 Financial Results and 2020 Guidance Exhibit 99.1 Itron Announces Fourth Quarter and Full Year 2019 Financial Results and 2020 Guidance LIBERTY LAKE, Wash.-(BUSINESS WIRE)-February 24, 2020-Itron, Inc. (NASDAQ:ITRI), which is innovating the way utilities and cities manage energy and water, announced today financial results for its fourth quarter and full year ended Dec. 31, 2019. Highlights for the quarter and full year include: Quar |
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| February 10, 2020 |
ITRI / Itron, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Itron Inc Title of Class of Securities: Common Stock CUSIP Number: 465741106 Date of Event Which Requires Filing of this Statement: January 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1 |
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| February 10, 2020 |
ITRI / Itron, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Itron Inc Title of Class of Securities: Common Stock CUSIP Number: 465741106 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d- |
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| January 27, 2020 |
ITRI / Itron, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* ITRON INC /WA/ (Name of Issuer) Common Stock (Title of Class of Securities) 465741106 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| January 7, 2020 |
ITRI / Itron, Inc. / SCOPIA CAPITAL MANAGEMENT LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 19)* Itron, Inc. (Name of Issuer) Common Stock, no par value per share (Title and Class of Securities) 465741106 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd Floor New York, NY 10019 (212) 370-0303 (Name, Address and T |
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| November 5, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exac |
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| November 4, 2019 |
Itron Announces Third Quarter 2019 Financial Results Exhibit 99.1 Itron Announces Third Quarter 2019 Financial Results LIBERTY LAKE, Wash.-(BUSINESS WIRE)-November 4, 2019-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its third quarter ended Sept. 30, 2019. Key results for the quarter include (compared with the third quarter of 2018): Revenue of $624 million, compared with $596 million; Gross margin of 31.5%; compared with 33.1%; G |
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| November 4, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 November 4, 2019 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.) |
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| October 24, 2019 |
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 October 18, 2019 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.) |
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| October 24, 2019 |
Exhibit 4.1 AMENDMENT NO. 1 dated as of October 18, 2019 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 5, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement), among ITRON, INC., a Washington c |
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| September 13, 2019 |
ITRI / Itron, Inc. / SCOPIA CAPITAL MANAGEMENT LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 18)* Itron, Inc. (Name of Issuer) Common Stock, no par value per share (Title and Class of Securities) 465741106 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd Floor New York, NY 10019 (212) 370-0303 (Name, Address and T |
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| August 20, 2019 |
ITRI / Itron, Inc. / SCOPIA CAPITAL MANAGEMENT LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 17)* Itron, Inc. (Name of Issuer) Common Stock, no par value per share (Title and Class of Securities) 465741106 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd Floor New York, NY 10019 (212) 370-0303 (Name, Address and T |
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| August 6, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-22418 ITRON, INC. (Exact nam |
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| August 5, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 August 5, 2019 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.) ( |
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| August 5, 2019 |
Itron Announces Second Quarter 2019 Financial Results and Increases Full-Year 2019 Guidance Exhibit 99.1 Itron Announces Second Quarter 2019 Financial Results and Increases Full-Year 2019 Guidance LIBERTY LAKE, Wash.-(BUSINESS WIRE)-August 5, 2019-Itron, Inc. (NASDAQ:ITRI) announced today financial results for its second quarter ended June 30, 2019. Key results for the quarter include (compared with the second quarter of 2018): Revenue of $635 million, compared with $586 million; Gross m |
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| July 22, 2019 |
Exhibit 10.1 July 16, 2019 Tom Deitrich 11900 Sea Eagle Cove Austin, TX 78738 Dear Tom, On behalf of Itron, Inc. ("Company), we are pleased to promote you to the position of President and Chief Executive Officer of the Company, reporting to the Company's Board of Directors (the "Board"), with the authority and duties set forth in the Company's By-laws. This position will be based out of Austin, Te |
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| July 22, 2019 |
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 July 16, 2019 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.) (I |
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| July 22, 2019 |
Itron Names Tom Deitrich President and Chief Executive Officer Exhibit 99.1 Itron Names Tom Deitrich President and Chief Executive Officer LIBERTY LAKE, Wash.-(BUSINESS WIRE)-July 22, 2019-Itron, Inc. (NASDAQ: ITRI), which is innovating the way utilities and cities manage energy and water, today announced that its board of directors has appointed Tom Deitrich to the position of president and chief executive officer, effective Aug. 6. Deitrich will also join I |
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| July 3, 2019 |
ITRI / Itron, Inc. / SCOPIA CAPITAL MANAGEMENT LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 16)* Itron, Inc. (Name of Issuer) Common Stock, no par value per share (Title and Class of Securities) 465741106 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd Floor New York, NY 10019 (212) 370-0303 (Name, Address and T |
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| June 27, 2019 |
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 June 27, 2019 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.) (I |
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| June 10, 2019 |
ITRI / Itron, Inc. / SCOPIA CAPITAL MANAGEMENT LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 15)* Itron, Inc. (Name of Issuer) Common Stock, no par value per share (Title and Class of Securities) 465741106 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd Floor New York, NY 10019 (212) 370-0303 (Name, Address and T |
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| May 23, 2019 |
Exhibit 99.1 Form 4 Joint Filer Information Name: Scopia Management, Inc. Address: 152 West 57th Street, 33rd Floor New York, NY 10019 Date of Event Requiring Statement: 3/11/19 Name: Matthew Sirovich Address: 152 West 57th Street, 33rd Floor New York, NY 10019 Date of Event Requiring Statement: 3/11/19 Name: Jeremy Mindich Address: 152 West 57th Street, 33rd Floor New York, NY 10019 Date of Event |
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| May 21, 2019 |
ITRI / Itron, Inc. / SCOPIA CAPITAL MANAGEMENT LP Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 14)* Itron, Inc. (Name of Issuer) Common Stock, no par value per share (Title and Class of Securities) 465741106 (CUSIP Number) Samantha Nasello Scopia Capital Management LP 152 West 57th St., 33rd Floor New York, NY 10019 (212) 370-0303 (Name, Address and T |
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| May 17, 2019 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. EX-1.01 2 exhibit101.htm EXHIBIT 1.01 Exhibit 1.01 Conflict Minerals Report of Itron, Inc. in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Itron, Inc. (Itron, we, us, our) for calendar year 2018 in accordance with Rule 13p-1 (Rule 13p-1) under the Securities Exchange Act of 1934 (the 1934 Act). Please refer to Rule 13p-1, Form SD and |
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| May 17, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State of Incorporation) Commission File Number (I.R.S. Employer Identification Number) 2111 N Molter Road, Liberty Lake, Washington 99019 (Address of principal executive offices) (Zip Code) |
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| May 10, 2019 |
Submission of Matters to a Vote of Security Holders 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 Date of report (Date of earliest event reported): May 9, 2019 ITRON, INC. (Exact name of registrant as specified in its charter) Washington 000-22418 91-1011792 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
