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)
  
(IRS Employer
Identification No.)

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

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
   Trading Symbol(s)
   Name of each exchange on which registered
Common stock, no par value   ITRI
   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 18, 2023, the Board of Directors (the Board) of Itron, Inc. (the Company) appointed Sanjay Mirchandani as a new director of the Board, effective immediately. The Board has not yet appointed Mr. Mirchandani to a Committee.

Since February 2019, Mr. Mirchandani, age 59, has served as President and CEO of Commvault Systems, Inc., a Nasdaq listed company. From May 2016 to January 2019, he served at Puppet, a private IT automation company based in Portland, Oregon, in the roles of President & COO and subsequently CEO. From October 2013 to April 2016, Mr. Mirchandani served as SVP & General Manager of VMware, Inc. (an NYSE listed company), where he led its Asia Pacific Japan region. Mr. Mirchandani held various roles of increasing responsibility at EMC Corporation from 2006 to October 2013.

Mr. Mirchandani is expected to participate in the Company's standard non-employee director compensation arrangements, as described in the Company's proxy statement for the 2023 annual meeting of shareholders.

There are no arrangements or understandings between Mr. Mirchandani and any other person pursuant to which he was appointed as a director. Further, he is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. There is no material plan, contract, or other arrangement to which Mr. Mirchandani is a party other than as described above.

Item 7.01
Regulation FD Disclosure.

On July 24, 2023, the Company announced the appointment of Sanjay Mirchandani to the Company’s Board. A copy of the press release announcing his appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d)            Exhibits.
Exhibit
Number
  
Description
     
 
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

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

 
ITRON, INC.
 
 
 
 
By:
/s/ CHRISTOPHER E. WARE
Dated: July 24, 2023
 
Christopher E. Ware
 
 
Vice President, General Counsel and Corporate Secretary