Itron, Inc. Announces 2024 Annual Meeting of Shareholders

Ticker: ITRI · Form: DEF 14A · Filed: Mar 19, 2024 · CIK: 780571

Itron, Inc. DEF 14A Filing Summary
FieldDetail
CompanyItron, Inc. (ITRI)
Form TypeDEF 14A
Filed DateMar 19, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: Itron, DEF 14A, Annual Meeting, Proxy Statement, Shareholder Vote

TL;DR

<b>Itron, Inc. will hold its 2024 Annual Meeting of Shareholders virtually on May 9, 2024, urging shareholders of record as of March 5, 2024, to vote promptly.</b>

AI Summary

ITRON, INC. (ITRI) filed a Proxy Statement (DEF 14A) with the SEC on March 19, 2024. The 2024 Annual Meeting of Shareholders for Itron, Inc. will be held on May 9, 2024, at 9:00 a.m. Central Time. The meeting will be conducted virtually. Shareholders of record as of March 5, 2024, are eligible to vote. Proxy materials, including the 2024 proxy statement and Annual Report, are available online. Shareholders are encouraged to vote promptly to ensure representation.

Why It Matters

For investors and stakeholders tracking ITRON, INC., this filing contains several important signals. This filing is a proxy statement (DEF 14A) detailing the upcoming shareholder meeting, indicating important corporate governance and voting information. The availability of proxy materials online and the encouragement for prompt voting suggest a focus on shareholder engagement and ensuring a quorum for critical decisions.

Risk Assessment

Risk Level: low — ITRON, INC. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks indicated.

Analyst Insight

Review the proxy materials to understand the agenda for the annual meeting and cast your vote.

Key Numbers

  • May 9, 2024 — Annual Meeting Date (Date of the 2024 Annual Meeting of Shareholders)
  • 9:00 a.m. — Meeting Time (Time of the 2024 Annual Meeting of Shareholders)
  • Central Time — Meeting Time Zone (Time zone for the 2024 Annual Meeting of Shareholders)
  • March 5, 2024 — Record Date (Date to determine shareholders eligible to vote)

Key Players & Entities

  • ITRON, INC. (company) — Registrant
  • May 9, 2024 (date) — Annual Meeting date
  • March 5, 2024 (date) — Record date for voting eligibility
  • 2111 N MOLTER ROAD (address) — Business and Mail Address
  • LIBERTY LAKE (location) — City for business and mail address
  • WA (location) — State for business and mail address
  • 99019 (postal_code) — ZIP code for business and mail address
  • 5099249900 (phone_number) — Business phone number

FAQ

When did ITRON, INC. file this DEF 14A?

ITRON, INC. filed this Proxy Statement (DEF 14A) with the SEC on March 19, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ITRON, INC. (ITRI).

Where can I read the original DEF 14A filing from ITRON, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ITRON, INC..

What are the key takeaways from ITRON, INC.'s DEF 14A?

ITRON, INC. filed this DEF 14A on March 19, 2024. Key takeaways: The 2024 Annual Meeting of Shareholders for Itron, Inc. will be held on May 9, 2024, at 9:00 a.m. Central Time.. The meeting will be conducted virtually.. Shareholders of record as of March 5, 2024, are eligible to vote..

Is ITRON, INC. a risky investment based on this filing?

Based on this DEF 14A, ITRON, INC. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational risks indicated.

What should investors do after reading ITRON, INC.'s DEF 14A?

Review the proxy materials to understand the agenda for the annual meeting and cast your vote. The overall sentiment from this filing is neutral.

How does ITRON, INC. compare to its industry peers?

Itron, Inc. operates in the smart meter and utility technology sector, providing solutions for energy and water management.

Are there regulatory concerns for ITRON, INC.?

This filing is a standard proxy statement (DEF 14A) required by the SEC for public companies holding annual shareholder meetings.

Industry Context

Itron, Inc. operates in the smart meter and utility technology sector, providing solutions for energy and water management.

Regulatory Implications

This filing is a standard proxy statement (DEF 14A) required by the SEC for public companies holding annual shareholder meetings.

What Investors Should Do

  1. Review the proxy statement for details on meeting agenda items.
  2. Check the record date (March 5, 2024) to confirm eligibility to vote.
  3. Vote your shares promptly, either online or by following instructions provided.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 Annual Meeting, providing information on the upcoming shareholder event.

Filing Stats: 4,540 words · 18 min read · ~15 pages · Grade level 17.2 · Accepted 2024-03-19 12:29:07

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 27 Compensation Discussion and Analysis 27 Executive Summary 27 Business Performance 27 Compensation Highlights 29 Linking CEO Pay and Performance 30 Best Compensation Practices & Policies 31 2023 Say-on-Pay & Shareholder Engagement 32 What Guides Our Program 32 Our Compensation Philosophy & Objectives 32 The Principal Elements of Pay: Total Direct Compensation (TDC) 33 Pay Mix 34 Our Decision-Making Process 34 The 2023 Executive Compensation Program in Detail 35 Base Salary 35 Annual Cash Incentives: The Itron Incentive Plan (IIP) 36 Long-Term Equity Incentive: The Long-Term Incentive Plan (LTIP) 38 Other Practices, Policies and Guidelines 41 Stock Ownership Guidelines 41 Anti-Hedging Policy 41 Change-in-Control Agreements 41 Employment Agreements; Severance Policy 41 Incentive Compensation Recovery (Clawback) Policy 41 Executive Deferred Compensation Plan 42 General Benefits and Perquisites 42 401(k) Plan and Employee Stock Purchase Plan 42 Impact of Tax and Accounting 42 Compensation Committee Report 43

Executive Compensation Tables

Executive Compensation Tables 44 Summary Compensation Table 44 2023 Grants of Plan-Based Awards Table 45 2023 Outstanding Equity Awards at Fiscal Year End Table 46 2023 Option Exercises and Stock Vested Table 47 2023 Nonqualified Deferred Compensation Table 48 Potential Payments Upon Termination 48 Potential Payments Upon Change-in-Control 50 Termination Payment Tables for NEOs 52 2023 Compensation Risk Assessment 57 CEO Pay Ratio 57 Pay Versus Performance 58 PROPOSAL 3 – APPROVAL OF THE AMENDMENT OF THE ITRON, INC. THIRD AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN 61 PROPOSAL 4 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT 69 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S AUDIT FEES AND SERVICES 70 2023 AUDIT/FINANCE COMMITTEE REPORT 71 EQUITY COMPENSATION PLAN INFORMATION 72

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 73 LIST OF SHAREHOLDERS OF RECORD 75 ANNUAL REPORT AND FINANCIAL STATEMENTS 75 SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING 75 OTHER INFORMATION 76 APPENDIX A: ITRON INC. THIRD AMENDED AND RESTATED 2010 STOCK INCENTIVE PLAN A-1 This proxy statement includes several website addresses and references to additional materials found on those websites. Content on the websites, including content on our Company website, is not, and shall not be deemed to be, part of this proxy statement or incorporated herein or into any of our other filings with the Securities and Exchange Commission (SEC). TABLE OF CONTENTS This proxy statement is being furnished to shareholders of Itron, Inc. (the Company or Itron) in connection with the solicitation by our Board of Directors of proxies for use at the 2024 annual meeting of shareholders. The meeting is scheduled to be held on May 9, 2024, at 9:00 a.m., Central Time, via live webcast through the link, for the purposes listed in the accompanying Notice of Annual Meeting of Shareholders. You will need the 16-digit control number provided on the Notice of Internet Availability of Proxy Materials or your proxy card (if applicable). We have made these materials available to you over the Internet, or have delivered printed versions of these materials to you by mail, in connection with the Board's solicitation of proxies for use at the annual meeting. This solicitation is for proxies for use at the annual meeting or at any reconvened meeting after an adjournment or postponement of the annual meeting. The Company's principal executive office is at 2111 North Molter Road, Liberty Lake, Washington, 99019. Attending the Annual Meeting You are entitled to attend the virtual annual meeting only if you were a shareholder of record as of the Record Date for the annual meeting, or you hold a valid proxy for the annual meeting. You may attend the annual meeting, vot

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