Itron Inc.

05/09/2024 | Press release | Distributed by Public on 05/09/2024 12:48

Submission of Matters to a Vote of Security Holders - Form 8-K

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

Itron, Inc. (the Company) held its 2024 Annual Meeting of Shareholders (the Annual Meeting) on May 9, 2024. Four proposals were voted upon at the Annual Meeting. The proposals are described in detail in the Company's proxy statement filed with the Securities and Exchange Commission on March 19, 2024. Each 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 until their successors are duly elected and qualified:
NOMINEE VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
Sanjay Mirchandani
40,385,780 97,466 83,743 2,440,297
Thomas L. Deitrich
40,361,559 121,763 83,667 2,440,297
Timothy M. Leyden
40,017,062 467,110 82,817 2,440,297
Santiago Perez
36,890,633 3,593,425 82,931 2,440,297

Sanjay Mirchandani was elected to hold office in Class 1 for a term of two years until the Company's 2026 Annual Meeting.

Thomas L. Deitrich, Timothy M. Leyden, and Santiago Perez were elected to hold office in Class 2 for a term of three years until the Company's 2027 Annual Meeting.

All independent Directors, except for the Board Chair, serve on at least one committee. For further information regarding the composition of such committees, refer to Itron's investor relations website, at https://na.itron.com/leadership.

Proposal Two: Approval of the advisory (non-binding) resolution relating to executive compensation.
VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
37,983,013 1,911,886 672,090 2,440,297

Proposal Three: Approval of the amendment of the Itron, Inc. Third Amended and Restated 2010 Stock Incentive Plan.
VOTES FOR VOTES AGAINST ABSTENTIONS BROKER NON-VOTES
38,340,896 2,140,280 85,813 2,440,297

Proposal Four: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2024 fiscal year.
VOTES FOR VOTES AGAINST ABSTENTIONS
42,371,091 560,038 76,157