Scott Drury joins Itron (NASDAQ: ITRI) board and governance committee

Rhea-AI Filing Summary

Itron, Inc. has expanded its Board of Directors by appointing Scott Drury as a new director. The board action is described in an amendment dated August 20, 2025, reflecting a change in the company’s leadership structure at the board level.

Mr. Drury has also been appointed to the Board’s Nominating and Corporate Governance Committee, which oversees board composition and governance practices. The filing is executed on behalf of the company by Senior Vice President, General Counsel and Corporate Secretary Christopher E. Ware.

0000780571trueMr. Drury has been appointed to serve on the Nominating and Corporate Governance Committee of the Board.00007805712025-08-202025-08-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

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

August 20, 2025

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 Number)

(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))

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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

As reported on Form 8-K, dated August 20, 2025, the Board of Directors (the Board) of Itron, Inc. appointed Scott Drury as a new director of the Board.

Mr. Drury has been appointed to serve on the Nominating and Corporate Governance Committee of the Board.

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/ CHRISTOPHER E. WARE
Dated: September 24, 2025									Christopher E. Ware
									Senior Vice President, General Counsel and Corporate Secretary

FAQ

What board change did Itron (ITRI) disclose in this 8-K/A?

Itron reported that its Board of Directors appointed Scott Drury as a new director. This change reflects an expansion or refresh of board membership, potentially bringing additional experience and oversight capabilities to the company’s governance structure.

When was Scott Drury appointed to the Itron (ITRI) board?

Scott Drury’s appointment as a director of Itron’s Board is described in an item dated August 20, 2025. This date marks when the board-level leadership change was formally recorded within the company’s governance framework.

Which Itron (ITRI) board committee will Scott Drury serve on?

Scott Drury has been appointed to Itron’s Nominating and Corporate Governance Committee. This committee typically focuses on board composition, director nominations, and corporate governance policies that guide how the company is overseen and directed.

Who signed the Itron (ITRI) 8-K/A reporting Scott Drury’s appointment?

The report was signed on behalf of Itron by Christopher E. Ware. He serves as Senior Vice President, General Counsel and Corporate Secretary, indicating the disclosure was authorized at a senior executive and legal level.

What type of SEC filing did Itron (ITRI) use for this board change?

Itron used a Form 8-K/A to report the appointment of Scott Drury. This amended current report format is commonly used to disclose significant corporate events such as changes in directors or certain executive officers.