Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b) On March 28, 2017, Itron, Inc., (the “Company”) issued a press
release announcing that W. Mark Schmitz, the Executive Vice President
and Chief Financial Officer of the Company will be stepping down
effective immediately. A copy of the press release is filed as Exhibit
99.1 to this Form 8-K and is incorporated herein by reference in its
entirety.
(c) The Company and its board of directors have initiated a search for a
new CFO and have engaged an executive search firm to assist in the
process. Robert Farrow, the Company’s Vice President - Strategic
Planning and Treasury will serve as interim CFO until a successor has
been identified and the transition is effective.
Mr. Farrow, age 59, the Company’s Vice President - Strategic Planning
and Treasury, joined the Company in October 2015. Before joining the
Company, Mr. Farrow served as Vice President – Financial Services and
Treasury and as Corporate Treasurer for Alghanim Industries which he
joined in June 2009. From 1994 to 2009, Mr. Farrow held positions of
increasing responsibility in finance and treasury at General Electric,
including CFO of GE Hydro.
Mr. Farrow has no relationships or transactions with the Company which
are required to be disclosed pursuant to Item 404(a) of Regulations S-K.
(e) Mr. Farrow’s compensation as interim CFO will consist of: (1) an
annual base salary of $293,300; (2) an annual bonus target for fiscal
year 2017 equal to 50% of his annual base salary under the Itron, Inc.
Executive Management Incentive Plan subject to its terms and conditions;
(3) an additional payment of $7,000 for each month Mr. Farrow serves as
interim CFO; and (4) restricted share units (RSUs) with a grant date
fair market value of $140,000. The RSUs will be granted under the
Itron, Inc. Amended and Restated 2010 Stock Incentive Plan (the “Plan”)
and will vest 100% on the second anniversary of the grant date, subject
to the terms and conditions of an RSU award agreement and the Plan. Mr.
Farrow will become a participant under the Company’s Executive Severance
Policy and the Company is entering into an indemnification agreement
with Mr. Farrow in the form customary for its officers and directors.
Under the Company’s Executive Severance Policy, Mr. Schmitz will receive
a payment equal to his annual salary, a one year continuation of medical
benefits and certain outplacement services, in each case conditioned
upon his agreement to customary covenants regarding confidential
information, non-disparagement, non-competition, non-solicitation and a
release of claims.
Caution Regarding Forward Looking Statements
This 8-K includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements
relate to the Chief Financial Officer transition and other statements
that are not historical fact. Although we believe the assumptions upon
which these forward-looking statements are based are reasonable, any of
these assumptions could prove to be inaccurate and the forward-looking
statements based on these assumptions could be incorrect. Actual results
may differ materially from those suggested or implied by the
forward-looking statements depending on a variety of factors. Some of
these factors include our ability to conduct an executive search, our
ability to identify and attract a successor to the Chief Financial
Officer and other risk factors discussed in Itron, Inc.’s filings with
the Securities and Exchange Commission. We undertake no obligation to
update any information contained in this 8-K.