UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 5, 2009
ITT CORPORATION
(Exact name of registrant as specified in its charter)
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| Indiana
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1-5672
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13-5158950 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 1133 Westchester Avenue |
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| White Plains, New York
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10604 |
| (Address of principal executive offices)
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(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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
On March 5, 2009, the Compensation and Personnel Committee (the “Committee”) of the Board of
Directors of ITT Corporation (the “Company”) approved base salaries for 2009 and long-term
incentive opportunities for the individuals expected to be named executive officers in the Proxy
Statement for our 2009 Annual Meeting of Shareholders (the “2009 Annual Meeting”). All decisions
with respect to compensation for Steven R. Loranger, Chairman, President and Chief Executive
Officer, were made solely by the Committee. Additional information with respect to the compensation
arrangements for the named executive officers will be set forth in the Proxy Statement for the 2009
Annual Meeting.
Base Salaries for 2009
In response to the worldwide economic turmoil, at management’s recommendation, the Committee
elected to eliminate 2009 merit increases and freeze 2009 base salaries for most all executives,
including those individuals expected to be named executive officers in the Company’s 2009 Proxy
Statement. With respect to anticipated named executive officers, 2009 base salary freezes were
approved for Mr. Loranger, Ms. Ramos, Mr. Hill and Mr. Maffeo. The Committee considered the
significant promotion and related expansion of responsibilities for Ms. McClain, named as
President, Fluid and Motion Control on December 8, 2008, and approved a promotional increase
resulting in a base salary of $515, 000, effective March 1, 2009 for Ms. McClain.
2009 Long-Term Incentive Opportunities
At management’s recommendation the Committee also considered the worldwide economic turmoil in
determining long-term incentive opportunities. The Committee decided to reduce the 2009 pool of
long-term incentive opportunities by ten percent from 2008 long-term incentive opportunities for
all Company executives. This reduced opportunity impacts the following individuals expected to be
named executive officers in the Company’s 2009 Proxy Statement:
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Mr. Loranger received a reduced 2009 long-term incentive award valued at $5,940,000
composed of a $1, 980,000 Total Shareholder Return (“TSR”) Award at 100% of target; 52,243
shares of restricted stock subject to cliff vesting three years from the grant date, and
165,690 stock options with an exercise price of $33.19, the Company’s closing stock price
on March 5, 2009, subject to three year cliff vesting, with an expiration date on March 5,
2016; |
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Ms. Ramos received a reduced 2009 long-term incentive award valued at $1,080,000
composed of a $360,000 TSR Award at 100% of target; 9,499 shares of restricted stock subject to
cliff vesting three years from the grant date, and 30,130 stock options with an exercise
price of
$33.19, the Company’s closing stock price on March 5, 2009,
subject to three-year cliff
vesting, with an expiration date on March 5, 2016; and |
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Ms. McClain received a reduced 2009 long-term incentive award valued at $1,080,000
composed of a $360,000 TSR Award at 100% of target; 9,499 shares of restricted stock subject to
cliff vesting three years from the grant date and 30,130 stock options with an exercise
price of
$33.19, the Company’s closing stock price on March 5, 2009
subject to three year cliff vesting, with an expiration date on March 5, 2016. |
Ms. McClain’s long-term incentive opportunities were reduced ten percent from those long-term
incentive opportunities applicable to the promotional level described above. Messrs. Maffeo and
Hill did not receive long-term incentive opportunities due to their
anticipated separation from the Company
during 2009.
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With respect to Ms. McClain, the Committee also approved a separate grant of 52,770 shares of
restricted stock as a retention incentive, subject to cliff vesting five years from March 5, 2009,
the date of grant.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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10.01
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ITT Corporation 1997 Long-Term Incentive Plan Award Agreement
(amended March 5, 2009) |
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10.02
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ITT Corporation 2003 Equity Incentive Plan Restricted Stock Award Agreement (amended March 5, 2009) |