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 15, 2006
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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.)
2818 N. Sullivan Road, Spokane, WA 99216
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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)
None
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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 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 1.01 Entry into a Material Definitive Agreement
On February 15, 2006, the Compensation Committee of the Board of Directors of
Itron, Inc. (the Company) approved the following agreements as they pertain to
the Company's key executive officers:
o The Form of Change in Control Agreement for certain of the Company's
executive officers providing for compensation and benefit arrangements
upon a change in control of the Company. This Change in Control
Agreement will replace the existing change in control agreement.
Exhibit 10.2 is incorporated herein by reference.
o Revised Long-Term Performance Plan (LTPP) for senior management and key
executive officers to provide for a three-year cliff vesting period.
Exhibit 10.20 is incorporated herein by reference.
o The Form of Restricted Stock Award for use in connection with the
Company's LTPP. Exhibit 10.23 is incorporated herein by reference.
The following awards were made under the LTPP to executive officers of
the Company:
Name Position Restricted Stock Awards
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LeRoy D. Nosbaum Chief Executive Officer and Chairman of the Board 5,420 shares
Steven M .Helmbrecht Sr. Vice President and Chief Financial Officer 2,208 shares
Russell N. Fairbanks, Jr. Sr. Vice President and General Counsel 2,208 shares
Philip C. Mezey Sr. Vice President, Software Solutions 2,007 shares
Malcolm Unsworth Sr. Vice President, Hardware Solutions 2,208 shares
Jared P. Serff Vice President, Competitive Resources 1,646 shares
Other terms of the awards are as described in the LTPP and the related Form of
Notice of Restricted Stock Award, which are filed herewith as described above.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed as part of this report:
Exhibit Number Description
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10.2 Form of Change in Control Agreement between Itron, Inc. and
certain of its executive officers.
10.20 Amended Long-Term Performance Plan dated February 15, 2006.
10.23 Form of Notice of Restricted Stock Award for the Amended
Long-Term Performance Plan.
The information presented in this Current Report on Form 8-K contains
forward-looking statements and certain assumptions upon which such
forward-looking statements are in part based. Numerous important factors,
including those factors identified in Itron, Inc.'s Annual Report on Form 10-K
and other of the Company's filings with the Securities and Exchange Commission,
and the fact that the assumptions set forth in this Current Report on Form 8-K
could prove incorrect, could cause actual results to differ materially from
those contained in such forward-looking statements.
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 17, 2006 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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10.2 Form of Change in Control Agreement between Itron, Inc. and
certain of its executive officers.
10.20 Amended Long-Term Performance Plan dated February 15, 2006.
10.23 Form of Notice of Restricted Stock Award for the Amended
Long-Term Performance Plan.