FORM 8-K


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

 
February 29, 2012
 
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 No.)
 
(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))






Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


(b)
On February 29, 2012, Michael B. Bracy, an independent member of Itron, Inc.'s (Itron's) Board of Directors (the Board), provided written notice to the Chairman of the Board of his intention to retire following the Board meeting on May 3, 2012 and not to stand for reelection at the annual meeting of shareholders on May 4, 2012. Mr. Bracy has reached the mandatory retirement age as specified in the Board's corporate governance policies. Mr. Bracy's three-year term expires as of the 2012 annual meeting of shareholders, and the Board will be reduced from nine members to eight members following Mr. Bracy's retirement. Mr. Bracy has served on Itron's Board since 1992.








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:
March 2, 2012
By:
/s/ Steven M. Helmbrecht
 
 
 
Steven M. Helmbrecht
 
 
 
Senior Vice President and Chief Financial Officer