UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 24, 2022, the Board of Directors (the Board) of Itron, Inc. amended (the Amendment) the Company’s Amended and Restated Bylaws (the Bylaws), effective immediately and as follows:
| • | To align with the Washington Business Corporation Act (WBCA), allowing for the postponement or rescheduling of special meetings and amending the threshold for calling of a special meeting by shareholders (Section 2.2) |
| • | As permitted under the WBCA, allow for the request of additional reasonable information for shareholder proposals (Section 2.6.1) |
| • | Increasing the notification period for shareholder nominations to not less than 90 days and no more than 120 days and adding the ability for the Board to request additional reasonable information (Section 3.3.1) |
| • | Clarifying quorum requirements for Board meetings (Section 3.9) |
| • | Clarifying language related to various committee appointments (Section 3.16) |
| • | Clarifying requirements for officer and Board chair appointments (Section 4) |
| • | Removing the section covering contracts, loans, check and deposits (previously Section 5) |
| • | Removing the section covering restriction on transfer of share certificates (previously Section 6.5) |
| • | Conforming certain provisions to the applicable statute (various sections) |
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 3.2 | Amended and Restated Bylaws of Itron, Inc., as amended effective February 24, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 | |||||
| February 25, 2022 | Sarah E. Hlavinka | |||||
| Date | Senior Vice President, General Counsel and Corporate Secretary | |||||