UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 22, 2007
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Date of Report (Date of Earliest Event Reported)
ITRON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Washington 000-22418 91-1011792
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
2111 N. Molter Road, Liberty Lake, WA 99019
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(Address of Principal Executive Offices, Zip Code)
(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)
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 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 22, 2007, the Board of Directors of Itron, Inc. (Itron) amended the
Long-Term Performance Plan to replace restricted stock with restricted stock
units. A restricted stock unit provides the right to receive one share of Itron
common stock (at a specified future date), subject to vesting restrictions.
On February 24, 2007, Ambassador Thomas S. Foley retired from the Board of
Directors of Itron. Ambassador Foley advised the Board that he could not
participate fully in the Board's required attendance and deliberative processes.
Ambassador Foley will, however, become a consultant to the Company and advise
the Company on international business matters.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed as part of this report:
Exhibit Number Description
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10.1 Amended Long-Term Performance Plan dated February
22, 2007 between Itron, Inc. and certain of its
executive officers.
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.
ITRON, INC.
Dated: February 28, 2007 By: /s/ Steven M. Helmbrecht
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Steven M. Helmbrecht
Sr. Vice President and Chief Financial
Officer
EXHIBIT INDEX
Exhibit Number Description
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10.1 Amended Long-Term Performance Plan dated February
22, 2007 between Itron, Inc. and certain of its
executive officers.