Form 8-K - Current report

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: January 20, 2024

(Date of earliest event reported)

ITT INC.

(Exact name of registrant as specified in its charter)


Indiana	001-05672	81-1197930
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Washington Boulevard

6th Floor

Stamford, CT 06902

(Principal Executive Office)

Telephone Number: (914) 641-2000

Not Applicable

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 the 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))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1 per share	ITT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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; Arrangements of Certain Officers

(b) On January 20, 2024, Mr. Nicholas Fanandakis notified the Company that he will not stand for re-election as a director of ITT Inc. (the “Company”) when his current term expires at the Company's next annual meeting of stockholders (the "Annual Meeting"), which is expected to be held on May 15, 2024. Mr. Fanandakis’ decision was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices and he will continue to serve as a director of the Company until the 2024 annual meeting of stockholders.

The Company’s Board of Directors continues its previously announced succession planning and Board refreshment process and has appointed three new directors since the 2023 annual meeting of stockholders, all of whom, if nominated, will stand for election at the 2024 annual meeting of stockholders.

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)

January 22, 2024	By:	/s/ Lori B. Marino
		Name:	Lori B. Marino
		Title:	Senior Vice President, General Counsel and Corporate Secretary
			(Authorized Officer of Registrant)

Document and Entity Information Document	Jan. 20, 2024
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $1 per share
Entity Incorporation, State or Country Code	IN
Amendment Flag	false
Document Period End Date	Jan. 20, 2024
Entity Registrant Name	ITT INC.
Entity File Number	001-05672
Entity Tax Identification Number	81-1197930
Entity Address, Address Line One	100 Washington Boulevard6th Floor
Entity Address, City or Town	Stamford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06902
City Area Code	914
Local Phone Number	641-2000
Entity Information, Former Legal or Registered Name	Not Applicable
Written Communications	false
Soliciting Material	false
Trading Symbol	ITT
Security Exchange Name	NYSE
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000216228
Document Type	8-K