Itron (ITRI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 8, 2025, to be held virtually for shareholders of record as of March 4, 2025.

• Key business includes election of one director, advisory vote on executive compensation, amendments to articles of incorporation, and auditor ratification.

• 45,570,047 shares outstanding; each share entitles holder to one vote per proposal.

• Forward-looking statements highlight ongoing strategic initiatives, risk factors, and no obligation to update projections.

Voting matters and shareholder proposals

• Proposals include: (1) election of Diana D. Tremblay as director, (2) advisory say-on-pay vote, (3) increase in authorized shares, (4) technical/admin changes to articles, (5) indemnification provisions, (6) ratification of Deloitte & Touche LLP as auditor.

• Shareholders may submit proposals for the 2026 meeting by November 24, 2025, for inclusion in proxy materials.

• Shareholder nominations for directors require advance written notice and compliance with bylaw procedures.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; average tenure is 6.67 years and average age is 62.67.

• Board Chair is independent; separate roles for Chair and CEO.

• Three standing committees: Audit/Finance, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Board diversity considered broadly, including experience, skills, and perspectives.

• Directors are subject to term limits and retirement guidelines; no nomination after age 75 or five full terms, unless exceptions are made.