Current Report Filing (8-k)
May 31 2017 - 4:07PM
Edgar (US Regulatory)
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
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May 31, 2017
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Date of Report (Date of Earliest Event Reported)
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ITRON, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Washington
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000-22418
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91-1011792
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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2111 N. Molter Road, Liberty Lake, WA 99019
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(Address of Principal Executive Offices, Zip Code)
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(509) 924-9900
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(Registrant’s Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
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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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§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.
(b) Itron, Inc. (the “Company”) issued a press release announcing that
effective as of June 5, 2017, the position of Chief Financial Officer of
the Company will transition from interim CFO Robert H.A. Farrow to Joan
Hooper, who will join the Company as Senior Vice President and Chief
Financial Officer on June 5, 2017. Mr. Farrow will remain with the
Company as its Vice President – Strategic Planning and Treasury. 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) Ms. Hooper, 59, most recently served as senior vice president and
chief financial officer of CHC Helicopter, a helicopter services
company, from 2011 to 2015. From 2003 to 2010, she held several finance
executive positions at Dell, a computer hardware, software and IT
services company, including vice president and CFO for the Global Public
and Americas business units, as well as vice president of corporate
finance and chief accounting officer. Before Dell, Ms. Hooper was
executive vice president and CFO of FreeMarkets, an innovative provider
of procurement tools and services, which she helped take public in 1999.
She also held a variety of senior finance positions at AT&T.
Ms. Hooper has no relationships or transactions with the Company which
are required to be disclosed pursuant to Item 404(a) of Regulations S-K.
(e) Ms. Hooper’s compensation as Senior Vice President and Chief
Financial Officer will consist of: (1) an annual base salary of
$485,000; (2) an annual bonus target equal to 75% of her annual base
salary under the Itron, Inc. Executive Management Incentive Plan subject
to its terms and conditions; and (3) an equity grant equal to $1,000,000
in value with 50% of the value in performance-based restricted stock
units to be settled in common stock of the Company (PRSUs), 25% in time
based restricted share units to be settled in common stock of the
Company (RSUs), and 25% in stock options to purchase common stock of the
Company (Stock Options). The PRSUs, RSUs and Stock Options will be
granted under the Itron, Inc. Second Amended and Restated 2010 Stock
Incentive Plan (the “Plan”) and will vest ratably over three years on
the anniversary of the grant date, subject to the terms and conditions
of the respective award agreements and the Plan. Ms. Hooper will become
a participant under the Company’s Executive Severance Policy and the
Company is entering into an indemnification agreement and a change of
control agreement with Ms. Hooper in the form customary for the
Company’s officers and directors.
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 onboard and retain 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.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 - Press release dated May 31, 2017
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.
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ITRON, INC.
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Dated:
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May 31, 2017
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By:
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/s/ SHANNON M. VOTAVA
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Shannon M. Votava
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Senior Vice President, General Counsel and Corporate Secretary
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EXHIBIT INDEX
Exhibit
Number
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Description
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99.1
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Press release dated May 31, 2017
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