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ITRI > SEC Filings for ITRI > Form 8-K on 1-May-2014All Recent SEC Filings

Show all filings for ITRON INC /WA/

Form 8-K for ITRON INC /WA/


1-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Secu


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

(e)
Itron's Amended and Restated 2010 Stock Incentive Plan Itron, Inc. (Itron or the Company) held its 2014 Annual Meeting of Shareholders on May 1, 2014 (the Annual Meeting). At the Annual Meeting, the Company's shareholders approved the Itron, Inc. Amended and Restated 2010 Stock Incentive Plan (the 2010 SIP). The 2010 SIP was previously approved and adopted by Itron's Board of Directors on February 21, 2014, subject to shareholder approval.

Additional information regarding the 2010 SIP is summarized on pages 11 through 19 in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 13, 2014 (the Proxy Statement), under the heading "Proposal Two--Approval of the Itron, Inc. Amended and Restated 2010 Stock Incentive Plan" and is incorporated herein by reference. The summary of the 2010 SIP set forth in the Proxy Statement is qualified in its entirety by the full text of the 2010 SIP, a complete copy of which is set forth as Appendix A to the Proxy Statement and is filed as Exhibit 10.1 to this Current Report on Form 8-K.



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

Four proposals were voted upon at the Annual Meeting. The proposals are described in detail in the Proxy Statement. All of the proposals passed. The final results for the votes regarding each proposal are set forth below.

Proposal One: The following nominees for Director were elected for three-year terms ending in 2017:

                                                                      BROKER
NOMINEE                   VOTES FOR    VOTES AGAINST   ABSTENTIONS   NON-VOTES
Jon E. Eliassen           30,943,576     1,398,322       324,328     2,700,743
Gary E. Pruitt            31,591,892      749,434        324,900     2,700,743
Michael V. Pulli          31,629,145      711,683        325,398     2,700,743
Charles H. Gaylord, Jr.   31,585,318      756,108        324,800     2,700,743

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

Proposal Two: Approval of the Amended and Restated 2010 Stock Incentive Plan.

                                            BROKER
VOTES FOR    VOTES AGAINST   ABSTENTIONS   NON-VOTES
24,565,907     7,769,043       331,276     2,700,743

Proposal Three: Approval of the advisory (non-binding) resolution on executive compensation.

                                            BROKER
VOTES FOR    VOTES AGAINST   ABSTENTIONS   NON-VOTES
24,732,049     7,447,759       486,418     2,700,743

Proposal Four: Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2014 fiscal year.

                                            BROKER
VOTES FOR    VOTES AGAINST   ABSTENTIONS   NON-VOTES
34,805,893      222,306        338,770         -




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number      Description
  10.1      Itron, Inc. Amended and Restated 2010 Stock Incentive Plan
            (incorporated by reference to Appendix A to Itron, Inc's Definitive
            Proxy Statement on Schedule 14A filed with the Securities and
            Exchange Commission on March 13, 2014.

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