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 22, 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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Mary Ann Peters will not be standing for re-election at the annual meeting of
shareholders on May 9, 2006. Ms. Peters has served on the Company's Board of
Directors since 1994 and is retiring to devote time to pursue personal
interests. Ms. Peters serves on the Compensation Committee of the Company's
Board of Directors.
Upon recommendation from the Corporate Governance Committee of the Company's
Board of Directors, on February 22, 2006 the Board of Directors nominated
Charles H. Gaylord, Jr. to be elected as a director at the annual meeting of
shareholders on May 9, 2006, for a two-year term to expire at the annual meeting
of shareholders in 2008. Mr. Gaylord is a member of the Advisory Board of
Technology Crossover Ventures I and is a former board member of several public
software companies, including HNC Software, Inc., Retek, Inc., Stac Inc. and
Maxis, Inc. Mr. Gaylord was also a member of the boards of directors or advisors
of several private software companies, including Silicon Energy. During the
early 1990's, Mr. Gaylord served as the Executive Vice President for Intuit Inc.
and as Chairman of the Board of Directors of ChipSoft, Inc., prior to ChipSoft's
acquisition by Intuit in 1993. Prior to ChipSoft, Mr. Gaylord was a member of a
large private energy marketing and trading company for 17 years.
The information presented in this Current Report on Form 8-K may contain
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 24, 2006 By: /s/ LeRoy Nosbaum
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LeRoy Nosbaum
Chief Executive Officer
and Chairman of the Board