Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

On June 1, 2021, the Board of Directors (the Board) of Itron, Inc. (the Company) appointed Santiago Perez as a new director of the Board, effective immediately. The Board has also determined to appoint Santiago Perez to the Compensation Committee of the Board at the time of his appointment. Prior to serving on the Board, Santiago Perez, age 56, has been a Senior Advisor at Arsenal Capital Partners LP, a private equity firm focused on the industrial growth and healthcare sectors, since February 2021. From 2017 to 2020, Santiago Perez was Chief Commercial Digital Officer & Senior Vice President U.S. Services & Solutions at Schneider Electric SE, and from 2012 to 2016, as Vice President & General Manager Europe, Middle East, Africa, Latin America, Buildings at Johnson Controls, Inc.

Santiago Perez is expected to participate in the Company's standard non-employee director compensation arrangements, as described in the Company's proxy statement for the 2021 annual meeting of shareholders.

There are no arrangements or understandings between Santiago Perez and any other person pursuant to which Santiago Perez was appointed as a director. Santiago Perez 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 Santiago Perez is a party other than as described above.

Item 7.01 Regulation FD Disclosure.

On June 3, 2021, the Company announced the appointment of Santiago Perez to the Company's Board. A copy of the press release announcing the appointment of Santiago Perez to the Board 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 June 3, 2021  .
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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