Itron (ITRI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 8, 2025, for shareholders of record as of March 4, 2025, to vote on key proposals and elect one director for a three-year term.

• Shareholders will vote on executive compensation, amendments to the articles of incorporation, and the ratification of the independent auditor.

• The company reported strong 2024 performance, with revenue up 12% to $2.4 billion, non-GAAP EPS up 67% to $5.62, and adjusted EBITDA up 43% to $323.6 million.

• The board and committees are majority independent, with robust governance, risk oversight, and ESG practices.

Voting matters and shareholder proposals

• Proposals include electing one director, a non-binding say-on-pay vote, increasing authorized shares, technical and administrative amendments, adding indemnification provisions, and ratifying Deloitte & Touche LLP as auditor.

• Amendments to the articles of incorporation address share increases, technical updates, and indemnification for directors and officers.

• Shareholder proposals for the 2026 meeting must be submitted by November 24, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The board is led by an independent chair and is composed of 8 out of 9 independent directors.

• Committees include Audit/Finance, Compensation, and Nominating & Corporate Governance, all with independent members.

• Directors bring diverse expertise in executive leadership, finance, technology, manufacturing, and global operations.

• Board refreshment is encouraged through term limits and retirement guidelines.

• Shareholders can nominate directors and communicate directly with the board.