Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 1, 2021
Date of Report (Date of Earliest Event Reported)

(Exact Name of Registrant as Specified in its Charter)

(State or Other Jurisdiction
of Incorporation)
File No.)
(IRS Employer
Identification No.)

2111 N. Molter Road, Liberty Lake, Washington 99019
(Address of Principal Executive Offices, Zip Code)

(509) 924-9900
(Registrant's Telephone Number, Including Area Code)

(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 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  Trading Symbol(s)
  Name of each exchange on which registered
Common stock, no par value   ITRI
  NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 1, 2021, the Board of Directors (the Board) of Itron, Inc. (the Company) appointed Santiago Perez as a new director of the Board, effective immediately. The Board has also determined to appoint Santiago Perez to the Compensation Committee of the Board at the time of his appointment. Prior to serving on the Board, Santiago Perez, age 56, has been a Senior Advisor at Arsenal Capital Partners LP, a private equity firm focused on the industrial growth and healthcare sectors, since February 2021. From 2017 to 2020, Santiago Perez was Chief Commercial Digital Officer & Senior Vice President U.S. Services & Solutions at Schneider Electric SE, and from 2012 to 2016, as Vice President & General Manager Europe, Middle East, Africa, Latin America, Buildings at Johnson Controls, Inc.

Santiago Perez is expected to participate in the Company's standard non-employee director compensation arrangements, as described in the Company's proxy statement for the 2021 annual meeting of shareholders.

There are no arrangements or understandings between Santiago Perez and any other person pursuant to which Santiago Perez was appointed as a director. Santiago Perez is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. There is no material plan, contract, or other arrangement to which Santiago Perez is a party other than as described above.

Item 7.01
Regulation FD Disclosure.

On June 3, 2021, the Company announced the appointment of Santiago Perez to the Company’s Board. A copy of the press release announcing the appointment of Santiago Perez to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d)                    Exhibits.

Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

Dated: June 3, 2021
Sarah E. Hlavinka
Senior Vice President, General Counsel and Corporate Secretary