UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 18, 2005
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Date of Report (Date of Earliest Event Reported)
ITRON, INC.
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(Exact Name of Registrant as Specified in its Charter)
Washington 000-22418 91-1011792
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
2818 N. Sullivan Road, Spokane, WA 99216
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(Address of Principal Executive Offices, Zip Code)
(509) 924-9900
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(Registrant's Telephone Number, Including Area Code)
None
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(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))
Item 1.01 Entry into a Material Definitive Agreement
In February 2003, a Long Term Performance Plan (LTPP) for senior management and
key executive officers was established with awards contingent on the attainment
of multi-year performance goals designed to drive the long-term financial
success and growth of the Company. Actual participation is approved by the
Compensation Committee. The performance goals for the one-year and two-year
cycles that began January 1, 2003 were not met and therefore, no payouts were
earned for 2003 and 2004.
On February 16, 2005, the LTPP was revised to provide for yearly goals, instead
of a three-year cycle. Payouts were also revised from 50% cash and 50% shares of
the Company's Common Stock to 100% shares of the Company's Common Stock with a
three-year cliff vesting period. The value of an award is based on a percentage
of the participant's base salary and is dependent on performance objectives for
the period. The number of shares to be issued will be determined by dividing the
dollar amount of the award by the fair value of Itron Common Stock on the date
the payout is approved by the Compensation Committee. For 2005, performance
measures have been established based on achievement of specified levels of free
cash flow and earnings.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following exhibits are filed as part of this report:
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Exhibit Number Description
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10.20 Amended Long-Term Performance Plan dated February 16, 2005
between Itron, Inc. and certain of its executive officers.
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The information presented in this Current Report on Form 8-K contains
forward-looking statements and certain assumptions upon which such
forward-looking statements are in part based. Numerous important factors,
including those factors identified in Itron, Inc.'s Annual Report on Form 10-K/A
and other of the Company's filings with the Securities and Exchange Commission,
and the fact that the assumptions set forth in this Current Report on Form 8-K
could prove incorrect, could cause actual results to differ materially from
those contained in such forward-looking statements.
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.
Dated: February 18, 2005 By: /s/ STEVEN M. HELMBRECHT
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Steven M. Helmbrecht
Sr. Vice President and
Chief Financial Officer
EXHIBIT INDEX
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Exhibit Number Description
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10.20 Amended Long-Term Performance Plan dated February 16, 2005
between Itron, Inc. and certain of its executive officers.