Former utility chief Scott Drury joins Itron (ITRI) board of directors

Rhea-AI Filing Summary

Itron, Inc. has appointed Scott Drury to its Board of Directors, effective August 20, 2025. He joins as a new director and has not yet been assigned to any Board committee.

Drury recently retired from Southern California Gas Company, where he served as Chief Executive Officer from 2020 to January 2025, and previously was President of San Diego Gas & Electric Company from 2017 to 2020 after holding various leadership roles there since 1986. He is expected to receive the company’s standard non-employee director compensation as described in Itron’s 2025 proxy statement.

The filing states there are no arrangements or understandings with other persons regarding his appointment, and no transactions requiring related-party disclosure under Regulation S-K Item 404(a). Itron also furnished a press release announcing his appointment as an exhibit.

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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

Date of Report (Date of earliest event reported):  August 20, 2025

_______________________________

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)	(I.R.S. Employer Identification No.)

2111 N. Molter Road

Liberty Lake, Washington 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 the 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.

Effective August 20, 2025, the Board of Directors (the Board) of Itron, Inc. (the Company) appointed Scott Drury as a new director of the Board, effective immediately. Mr. Drury has not yet been assigned to a Board Committee.

Mr. Drury recently retired from Southern California Gas Company, where he served as the Chief Executive Officer from 2020 to January 2025. From 2017 to 2020, he was President of San Diego Gas & Electric Company (SDG&E). Prior to serving as President, he held various roles of increasing responsibility at SDG&E from 1986 to 2017.

Mr. Drury is expected to participate in the Company's standard non-employee director compensation arrangements, as described in the Company's proxy statement for the 2025 annual meeting of shareholders.

There are no arrangements or understandings between Mr. Drury and any other person pursuant to which he was appointed as a director. Further, he is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. There is no material plan, contract, or other arrangement to which Mr. Drury is a party other than as described above.

Item 7.01. Regulation FD Disclosure.

On August 21, 2025, the Company announced the appointment of Scott Drury to the Company’s Board. A copy of the press release announcing her appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release Dated August 21, 2025.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
		*This exhibit is intended to be furnished and shall not be deemed "filed" for purposes of the Exchange Act.

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.
Date: August 21, 2025	By:	/s/ Christopher E. Ware
		Christopher E. Ware
		Senior Vice President, General Counsel and Corporate Secretary

FAQ

What board change did Itron (ITRI) announce?

Itron appointed Scott Drury as a new member of its Board of Directors, effective August 20, 2025. He joins as a director and has not yet been assigned to any Board committee.

What is Scott Drury’s background before joining Itron’s board?

Scott Drury recently retired from Southern California Gas Company, where he was Chief Executive Officer from 2020 to January 2025. Before that, he served as President of San Diego Gas & Electric Company from 2017 to 2020 and held various roles of increasing responsibility at SDG&E from 1986 to 2017.

How will Scott Drury be compensated as an Itron (ITRI) director?

The filing states that Scott Drury is expected to participate in Itron’s standard non-employee director compensation arrangements, as described in the company’s 2025 annual meeting proxy statement.

Are there any related-party transactions between Itron and Scott Drury?

The report states that Scott Drury is not a party to any current or proposed transaction with Itron that would require disclosure under Item 404(a) of Regulation S-K.

Were any special arrangements made for Scott Drury’s appointment to Itron’s board?

The filing notes there are no arrangements or understandings between Scott Drury and any other person pursuant to which he was appointed as a director, beyond the company’s standard practices.

Did Itron issue a press release about Scott Drury’s appointment?

Yes. Itron furnished a press release dated August 21, 2025 announcing Scott Drury’s appointment to the Board as Exhibit 99.1 to the report.