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Itron (NASDAQ: ITRI) adds $200M buyback after 2026 shareholder meeting

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Itron, Inc. announced that its board authorized a new share repurchase program of up to $200 million of common stock over an 18‑month period effective May 8, 2026, with purchases to be made in the open market under Rule 10b-18 and any Rule 10b5-1 plans.

At the 2026 Annual Meeting on May 7, 2026, shareholders elected five directors, including Scott D. Drury and Sheri L. Savage to Class 3 terms through 2028 and three others to Class 1 terms through 2029. Shareholders also approved the advisory resolution on executive compensation, with 34,659,055 votes for and 3,985,830 against, and ratified Deloitte & Touche LLP as independent registered public accounting firm for the 2026 fiscal year.

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Insights

Itron adds a sizable $200M buyback while confirming board, pay and auditor support.

The authorization of up to $200 million in share repurchases over 18 months gives Itron flexibility to return capital to shareholders using open-market purchases under Rule 10b-18 and potential Rule 10b5-1 trading plans. Actual impact will depend on how aggressively the authorization is used.

Strong support for directors, say-on-pay, and Deloitte & Touche LLP as auditor indicates broad shareholder alignment at the 2026 Annual Meeting. Investors can watch future disclosures to see the pace of repurchases within the authorized $200 million and any commentary on capital allocation priorities in subsequent filings.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Share repurchase authorization $200 million Maximum common stock buybacks over 18 months from May 8, 2026
Say-on-pay votes for 34,659,055 shares Advisory vote approving executive compensation at 2026 Annual Meeting
Say-on-pay votes against 3,985,830 shares Advisory vote on executive compensation at 2026 Annual Meeting
Auditor ratification votes for 39,470,297 shares Ratification of Deloitte & Touche LLP for 2026 fiscal year
Auditor ratification votes against 1,303,815 shares Ratification of Deloitte & Touche LLP for 2026 fiscal year
Broker non-votes on proposals 2,027,307 shares Non-votes recorded on director and say-on-pay proposals
Meeting date May 7, 2026 Date of Itron’s 2026 Annual Meeting of Shareholders
Buyback start date May 8, 2026 Effective date for the 18‑month share repurchase program
share repurchase program financial
"the Company's Board of Directors authorized a new share repurchase program of up to $200 million"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
Rule 10b5-1 regulatory
"pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.
Rule 10b-18 regulatory
"The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934"
Rule 10b-18 is a regulation that sets strict rules for how a company's executives and employees can buy back their own company's stock from the market. It helps ensure that these buybacks happen in a fair and transparent way, reducing the chance of market manipulation. This is important for investors because it offers protection against unfair practices and promotes confidence in the integrity of the stock market.
independent registered public accounting firm financial
"Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
advisory (non-binding) resolution governance
"Approval of the advisory (non-binding) resolution relating to executive compensation"
Understanding 8-K Material Events →
0000780571false00007805712026-05-062026-05-06

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
May 6, 2026
Date of Report (Date of earliest event reported)
Itron, Inc.
(Exact name of registrant as specified in its charter)
Washington000-2241891-1011792
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
2111 N. Molter Road Liberty Lake,WA99019
(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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, no par valueITRINASDAQ 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 5.07    Submission of Matters to a Vote of Security Holders.

Itron, Inc. (the Company) held its 2026 Annual Meeting of Shareholders (the Annual Meeting) on May 7, 2026. Three proposals were voted upon at the Annual Meeting. The proposals are described in detail in the Company's proxy statement filed with the Securities and Exchange Commission on March 23, 2026. Each of the proposals passed. The final results for the votes regarding each proposal are set forth below.

Proposal One:     The following nominees for Director were elected until their successors are duly elected and qualified:
NOMINEEVOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
Scott D. Drury
37,279,376 1,351,972 130,979 2,027,307 
Sheri L. Savage
38,588,613 161,669 12,045 2,027,307 
Frank M. Jaehnert
32,317,403 6,311,124 133,800 2,027,307 
Jerome J. Lande
37,192,890 1,557,229 12,208 2,027,307 
Sanjay Mirchandani
37,394,908 1,355,370 12,049 2,027,307 

Scott D. Drury and Sheri L. Savage were elected to hold office in Class 3 for a term of two years until the Company’s 2028 Annual Meeting.

Frank M. Jaehnert, Jerome J. Lande, and Sanjay Mirchandani were elected to hold office in Class 1 for a term of three years until the Company's 2029 Annual Meeting.

All independent Directors, except for the Board Chair, serve on at least one committee. For further information regarding the composition of such committees, refer to Itron's investor relations website, at https://na.itron.com/leadership.

Proposal Two:     Approval of the advisory (non-binding) resolution relating to executive compensation.
VOTES FORVOTES AGAINSTABSTENTIONSBROKER NON-VOTES
34,659,055 3,985,830 117,442 2,027,307 

Proposal Three:    Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2026 fiscal year.
VOTES FORVOTES AGAINSTABSTENTIONS
39,470,297 1,303,815 15,522 


Item 8.01    Other Events.

Approval of Share Repurchase Program

On May 6, 2026, the Company's Board of Directors authorized a new share repurchase program of up to $200 million of Itron's common stock over an 18-month period, effective May 8, 2026. Repurchases will be made in the open market and pursuant to the terms of any Rule 10b5-1 plans that Itron may enter into, and in accordance with applicable securities laws. The repurchase program is intended to comply with Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended. Depending on market conditions and other factors, these repurchases may be commenced or suspended from time to time without prior notice.


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: May 7, 2026
  Christopher E. Ware
   Senior Vice President, General Counsel
and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What share repurchase program did Itron (ITRI) approve in May 2026?

Itron’s board authorized a new share repurchase program for up to $200 million of common stock. The program runs over an 18‑month period beginning May 8, 2026, with repurchases executed in the open market under Rule 10b‑18 and any Rule 10b5‑1 plans.

How long will Itron’s new $200 million share buyback authorization last?

The new Itron share repurchase authorization covers up to $200 million of common stock over an 18‑month period starting May 8, 2026. The company may commence or suspend repurchases depending on market conditions and other factors, without prior public notice.

Which director nominees were elected at Itron (ITRI)’s 2026 Annual Meeting?

Shareholders elected Scott D. Drury and Sheri L. Savage as Class 3 directors through the 2028 Annual Meeting, and Frank M. Jaehnert, Jerome J. Lande, and Sanjay Mirchandani as Class 1 directors through the 2029 Annual Meeting, all receiving majority support.

How did Itron (ITRI) shareholders vote on executive compensation in 2026?

Shareholders approved Itron’s advisory, non‑binding resolution on executive compensation. The vote totaled 34,659,055 shares in favor, 3,985,830 against, 117,442 abstentions, and 2,027,307 broker non‑votes, indicating solid support for the company’s pay practices.

Which auditing firm did Itron (ITRI) shareholders ratify for the 2026 fiscal year?

Itron shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the 2026 fiscal year, with 39,470,297 votes for, 1,303,815 against, and 15,522 abstentions, showing strong backing for the existing auditor relationship.

Under what rules will Itron (ITRI) conduct share repurchases?

Itron plans to conduct repurchases in the open market in accordance with Rule 10b‑18 under the Exchange Act and the terms of any Rule 10b5‑1 trading plans it may enter. These frameworks govern how and when the company can systematically repurchase shares.

Filing Exhibits & Attachments

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