ITT Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$ITT
Fluid Controls
Industrials
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: October 1 , 2024
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(Address of principal executive offices) (Zip Code)
(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:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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
In connection with its previously announced succession planning and continuing Board refreshment process, on October 1, 2024, the Board of Directors (the “Board”) of ITT Inc. (the “Company”), acting on the recommendation of the Nominating and Governance Committee, elected Ms. Maggie Chu to its Board of Directors, effective immediately.
The Board also considered the independence of Ms. Chu under the applicable rules and regulations of the Securities and Exchange Commission, the New York Stock Exchange listing standards and the terms of the Company's Corporate Governance Principles, and concluded that Ms. Chu is an independent director.
The Board appointed Ms. Chu to the Company’s Compensation and Human Capital Committee, effective immediately.
Ms. Chu is not a party to any arrangement or understanding pursuant to which she was elected to the Board, nor is she or any of her immediate family members a party, either directly or indirectly, to any transaction with the Company that would be required to be reported under Item 404(a) of Regulation S-K. Ms. Chu will receive compensation and be subject to indemnification for serving as a member of the Board consistent with the Company’s normal arrangements for non-employee directors, as described in the Company’s proxy statement for its 2024 Annual Meeting of Shareholders. As described in the proxy statement, Ms. Chu will receive an annual cash retainer and restricted stock unit award promptly following her election, to be pro-rated to reflect her partial year of service on the Board.
In connection with the election of Ms. Chu, the Board increased its size to ten directors.
A copy of the press release related to the election of Ms. Chu is attached to this Current Report as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||||||||||||||
| 99.1 | ||||||||||||||||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||||||||||||||||||
SIGNATURES
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.
ITT Inc. | |||||||||||
(Registrant) | |||||||||||
| October 1, 2024 | By: | /s/ Lori B. Marino | |||||||||
Name: | Lori B. Marino | ||||||||||
Title: | Senior Vice President, General Counsel and Corporate Secretary | ||||||||||
(Authorized Officer of Registrant) | |||||||||||