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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: May 21, 2026
(Date of earliest event reported)
ITT INC.
(Exact name of registrant as specified in its charter)
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| 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)
(914) 641-2000
(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))
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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 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2026, the Company held its Annual Meeting. There were 79,595,414 shares of common stock represented at the meeting, which was approximately 89.03% of the shares of common stock that were entitled to vote at the meeting. The following votes were taken at the Annual Meeting.
1.Election of Directors. At the Annual Meeting, the ten nominees whose names are set forth below were elected as directors to serve until the 2027 annual meeting of shareholders or until their respective successors are duly elected and qualified. Relevant voting information for each person was as follows:
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| FOR | AGAINST | ABSTENTIONS | BROKER
NON-VOTES |
| Kevin Berryman | 75,501,558 | 127,038 | 52,342 | 3,914,476 |
| Maggie Chu | 75,378,284 | 253,154 | 49,500 | 3,914,476 |
| Donald DeFosset, Jr. | 74,540,622 | 1,083,402 | 56,914 | 3,914,476 |
| Douglas G. DelGrosso | 75,261,925 | 365,767 | 53,246 | 3,914,476 |
| Mary Laschinger | 75,460,727 | 168,902 | 51,309 | 3,914,476 |
| Nazzic S. Keene | 75,246,340 | 383,369 | 51,229 | 3,914,476 |
| Rebecca A. McDonald | 74,194,370 | 1,431,533 | 55,035 | 3,914,476 |
| Christopher O'Shea | 75,292,630 | 335,896 | 52,412 | 3,914,476 |
| Luca Savi | 75,557,763 | 73,763 | 49,412 | 3,914,476 |
| Sharon Szafranski | 75,343,537 | 287,331 | 50,070 | 3,914,476 |
2.Ratification of Appointment of the Independent Registered Public Accounting Firm. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was ratified by the following vote: 77,366,547 shares for the proposal, 2,167,187 shares against the proposal and 61,680 shares abstaining.
3.Advisory Vote on 2025 Named Executive Officer Compensation. The proposal for approval, on an advisory basis, of the 2025 compensation of the Company’s named executive officers was approved by the following vote: 73,164,515 shares for the proposal, 2,391,899 shares against the proposal, 124,524 shares abstaining and 3,914,476 broker non-votes.
There were no other matters presented for a vote at the Annual Meeting.
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.
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| ITT Inc. |
| (Registrant) |
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| May 26, 2026 | By: | /s/ Lori B. Marino |
| | Name: | Lori B. Marino |
| | Title: | Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary |
| | | (Authorized Officer of Registrant) |