Itron (ITRI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 7, 2026, for shareholders of record as of March 3, 2026, to vote on director elections, executive compensation, and auditor ratification.

• Shareholders can vote online, by phone, mail, or during the virtual meeting using a 16-digit control number.

• Proxy materials, including the annual report and proxy statement, are available online and by request.

Voting matters and shareholder proposals

• Shareholders will vote to elect five directors, approve executive compensation on an advisory basis, and ratify Deloitte & Touche LLP as independent auditor for 2026.

• Majority voting applies for director elections and say-on-pay; auditor ratification also requires a majority of votes cast.

• Shareholder proposals for the 2027 meeting must be submitted between January 7 and February 6, 2027.

Board of directors and corporate governance

• The board is divided into three classes, with staggered terms; eight of nine directors are independent.

• Board committees include Audit/Finance, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• The board chair is independent and separate from the CEO; directors are expected to attend meetings and adhere to term limits and retirement guidelines.

• Diversity, experience, and skills are considered in director nominations, with a focus on broad perspectives and backgrounds.