8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K

CURRENT REPORT

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

	January 7, 2021
Date of Report (Date of Earliest Event Reported)

ITRON, INC.

(Exact Name of Registrant as Specified in its Charter)

Washington	000-22418	91-1011792
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

2111 N. Molter Road,	Liberty Lake,	WA	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))

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.

(b)     On January 7, 2021, Daniel Pelino informed Itron, Inc. (the Company) that he will not stand for re-election to the board of directors of the Company (the Board) at the Company’s 2021 Annual Meeting of Stockholders (the 2021 Annual Meeting). Mr. Pelino’s decision was not based on any disagreement with the Company or management. Mr. Pelino has been a member of the Board since 2014 and will remain a director until the 2021 Annual Meeting. The board will immediately begin a search for Mr. Pelino’s replacement.

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.
	By:	/s/ SARAH E. HLAVINKA
January 11, 2021		Sarah E. Hlavinka
Date		Senior Vice President, General Counsel and Corporate Secretary

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Cover Page Document	Jan. 07, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 07, 2021
Entity Registrant Name	ITRON, INC.
Entity Incorporation, State or Country Code	WA
Entity File Number	000-22418
Entity Tax Identification Number	91-1011792
Entity Address, Address Line One	2111 N. Molter Road,
Entity Address, City or Town	Liberty Lake,
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	99019
City Area Code	(509)
Local Phone Number	924-9900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000780571
Amendment Flag	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	ITRI
Security Exchange Name	NASDAQ