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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August 5, 2015
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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))
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On August 5, 2015, Itron, Inc. (Itron or the Company) announced the
appointment of Thomas L. Deitrich as Executive Vice President and Chief
Operating Officer (COO). He will join Itron effective October 2015,
following his transition from his current employer. Mr. Deitrich, age
49, will be designated as Itron’s principal operating officer.
Currently, Mr. Deitrich is Senior Vice President and General Manager for
Digital Networking at Freescale Semiconductor, Inc. (Freescale) and has
been in this position since 2012. Prior to his current role, he was
Senior Vice President and General Manager of Freescale’s RF, Analog,
Sensor, and Cellular Products Group from 2009 to 2012. Mr. Deitrich had
other roles of increasing responsibility at Freescale from 2006 to 2009.
Prior to Freescale, Mr. Deitrich worked for Flextronics International,
Inc., Sony Ericsson Mobile Communications, Inc., and General Electric
Company.
The terms of employment for Mr. Deitrich include the following material
provisions, which will be effective once he joins Itron:
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An annual base salary of $550,000
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A lump-sum sign-on bonus payment of $424,375
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A one-time stock grant valued at $4,000,000, of which $3,000,000 will
be provided in time-based restricted stock units (RSUs) and $1,000,000
will be provided in stock options, which will vest over a three-year
period.
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Eligibility to receive an annual target bonus of 100% of his annual
base salary. The payout of the bonus will be based on the achievement
of performance objectives to be determined by the Board. Any bonus
paid for 2015 will be prorated based on his hire date.
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Eligibility to receive an annual equity compensation package of a
minimum of $2,000,000, including the time-based and performance-based
RSUs and stock options (to be granted under the Company’s 2010 Amended
and Restated Stock Incentive Plan).
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A change-in-control agreement
There are no related party transactions between the Company and Mr.
Deitrich, which would require disclosure under Item 401(d) or Item
404(a) of Regulation S-K.
Mr. Deitrich succeeds John W. Holleran as Itron’s COO. Mr. Holleran
joined the company in 2007 and was named COO in 2013. On May 4, 2015,
Itron announced Mr. Holleran’s departure from the Company. He will
remain with Itron through December 31, 2015, to facilitate a smooth
transition.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit Number
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Description
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99.1
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Press Release dated August 5, 2015.
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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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August 5, 2015
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By:
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/s/ PHILIP C. MEZEY
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Philip C. Mezey
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President and Chief Executive Officer
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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 August 5, 2015.
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Exhibit 99.1
Itron
Names Tom Deitrich Executive Vice President and Chief Operating Officer
LIBERTY LAKE, Wash.--(BUSINESS WIRE)--August 5, 2015--Itron, Inc.
(NASDAQ:ITRI) announced today that Tom Deitrich has been appointed
executive vice president (EVP) and chief operating officer (COO).
Deitrich will join Itron in October, bringing more than 20 years of
experience in global operations at leading technology firms, including
Freescale Semiconductor, Inc. (Freescale); Flextronics International,
Inc. (Flextronics); Sony Ericsson Mobile Communications, Inc. (Sony);
and General Electric Corporation (GE). Throughout his career, he has
held a number of executive management roles, during which he drove
business-level strategies that transformed and significantly grew
organizations during times of changing market conditions.
“Tom has a proven track record in running high-volume, blue-chip
state-of-the-art global operations and extraordinary experience in
designing and delivering quality networking and sensor products,” said
Philip Mezey, Itron president and chief executive officer. “Given Tom’s
expertise in driving business and technology innovations, he is a
critical addition to Itron’s executive team as we align our market
leadership with an enhanced focus on operational excellence.”
Deitrich most recently served as Senior Vice President and General
Manager for Digital Networking at Freescale and has been in this
position since 2012. Prior to his current role, he was Senior Vice
President and General Manager of Freescale’s RF, Analog, Sensor, and
Cellular Products Group from 2009 to 2012. Mr. Deitrich had other roles
of increasing responsibility at Freescale from 2006 to 2009. Prior to
Freescale, Mr. Deitrich worked for Flextronics, Sony, and GE.
“I’m pleased to join Itron’s executive leadership team at this very
pivotal and transformational point for the company and the utility
industry,” said Deitrich. “Itron is unlike any other company serving
this industry right now—a technology innovator, a leader with decades of
experience and a provider of mission-critical solutions—which enables
customers to achieve business outcomes in the age of the Internet of
Things. There is a tremendous amount of potential to drive shareholder
value and profitably grow Itron. I am looking forward to being a part of
Itron’s exciting future.”
Deitrich will succeed John Holleran as Itron COO. Holleran joined the
company in 2007 and was named EVP and COO in January 2013. On May 4,
2015, Itron announced Holleran’s departure from the company. He will
remain with Itron through 2015 to facilitate a smooth transition.
About Itron
Itron is a world-leading technology and services company dedicated to
the resourceful use of energy and water. We provide comprehensive
solutions that measure, manage and analyze energy and water. Our broad
product portfolio includes electricity, gas, water and thermal energy
measurement devices and control technology; communications systems;
software; as well as managed and consulting services. With thousands of
employees supporting nearly 8,000 customers in more than 100 countries,
Itron applies knowledge and technology to better manage energy and water
resources. Together, we can create a more resourceful world. Join us: www.itron.com.
CONTACT:
Itron, Inc.
Sharelynn Moore, 509-891-3524
Vice
President, Corporate Marketing and Public Affairs
or
Barbara
Doyle, 509-891-3443
Vice President, Investor Relations
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