Form 8-K - Current report

false000021622800002162282024-10-012024-10-01

 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)

 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

(Address of principal executive offices) (Zip Code)

[phone]

(Registrant’s telephone number, including area code)

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 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

Press Release issued by ITT Inc., dated October 1, 2024

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)

Exhibit 99.1

Media:    Investors:

Phil Terrigno    Mark Macaluso

[phone]    [phone]

[e-mail]    [e-mail]

ITT Appoints Maggie Chu, Chief Human Resources Officer at Littelfuse, Inc., to Board of Directors

STAMFORD, Conn., Oct. 1, 2024 – ITT Inc. (NYSE: ITT) today announced the election of Maggie Chu to its Board of Directors. Ms. Chu currently serves as Chief Human Resources Officer of Littelfuse, Inc. (NASDAQ: LFUS), a global manufacturer of circuit protection and power control components serving customers across industrial, transportation and electronics end markets with a market capitalization of more than $6 billion. She has been with Littelfuse since 2021 and currently leads the company’s human resources (HR) and corporate communications functions globally. Ms. Chu’s appointment to the ITT board is effective immediately.

“Maggie is an experienced and seasoned Human Resources executive with a robust track record of strategic leadership across diverse, global industries, similar to those where ITT operates,” said ITT Chairman of the Board Timothy H. Powers. “Maggie’s expertise in attracting and retaining top global talent for large multinational manufacturing companies will further strengthen ITT’s growth and development of a higher performing culture. Her appointment continues the Board’s proactive director refreshment process to ensure the capabilities of the ITT board are aligned to the company’s long-term strategic direction. On behalf of the entire Board of Directors, I would like to welcome Maggie to ITT.”

Speaking on Ms. Chu’s appointment, ITT President and CEO Luca Savi commented, “Maggie’s experience and leadership at large global industrials will be a major benefit to ITT as we continue to grow and reshape our portfolio both organically and through M&A. She joined Littelfuse during a period of significant growth and has a history of acting as a dedicated business partner with an intellectual curiosity and deep, hands-on approach that fits well with the ITT culture. Our teams will benefit greatly from Maggie’s diverse experiences and flexible and adaptable approach to continuous learning. I am humbled to have Maggie join the ITT board.”

---

Exhibit 99.1

About Maggie Chu

Maggie Chu is currently the Chief Human Resources Officer at Littelfuse, a position she has held since 2021, where she serves as a key member of the executive leadership team. Prior to her current role, Maggie served as Segment HR Director at Caterpillar (NYSE: CAT) where she provided strategic HR leadership for the $20+ billion Energy & Transportation Segment and Corporate Services functions. She also previously held multiple senior HR roles over fourteen years at the former General Electric Company in its Lighting, Power and Oil & Gas divisions.

Ms. Chu was born in China where she completed her undergraduate and graduate degrees in Electrical Engineering at Zhejiang University and in Quality Management at The Hong Kong Polytechnic University, respectively, prior to moving to the U.S. in 2001. She also holds a Master of Arts in Human Resources with a minor in statistics from the University of Minnesota.

About ITT

ITT is a diversified leading manufacturer of highly engineered critical components and customized technology solutions for the transportation, industrial, and energy markets. Building on its heritage of innovation, ITT partners with its customers to deliver enduring solutions to the key industries that underpin our modern way of life. ITT is headquartered in Stamford, Connecticut, with employees in more than 35 countries and sales in approximately 125 countries. For more information, visit www.itt.com.

Document and Entity Information Document	Oct. 01, 2024
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $1 per share
Amendment Flag	false
Document Period End Date	Oct. 01, 2024
Entity Registrant Name	ITT INC.
Entity Incorporation, State or Country Code	IN
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

---