SEC Document

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 11, 2016
(Date of earliest event reported)
 
ITT CORPORATION
(Exact name of registrant as specified in its charter)
 
Indiana
 
001-05672
 
13-5158950
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)

 
 

1133 Westchester Avenue
White Plains, New York
(Address of principal executive offices)

10604
(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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 





Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 11, 2016, ITT Corporation (the “Company” or “ITT”) held its annual meeting of shareholders (the “Annual Meeting”). The following votes were taken at the Annual Meeting:
1)
At the Annual Meeting, the persons whose names are set forth below were elected as directors, constituting the entire Board of Directors. Relevant voting information for each person follows:
 
FOR
AGAINST
ABSTENTIONS
BROKER
NON-VOTES
Orlando D. Ashford
78,033,481
1,275,004
108,037
5,651,381
G. Peter D’Aloia
78,837,885
502,052
76,585
5,651,381
Geraud Darnis
78,874,250
477,107
65,165
5,651,381
Donald DeFosset, Jr.
77,888,565
1,420,984
106,973
5,651,381
Christina A. Gold
77,179,156
2,145,271
92,095
5,651,381
Richard P. Lavin
78,033,111
1,277,404
106,007
5,651,381
Frank T. MacInnis
78,784,071
555,692
76,759
5,651,381
Rebecca A. McDonald
77,685,345
1,638,141
93,036
5,651,381
Timothy H. Powers
78,851,631
487,499
77,392
5,651,381
Denise L. Ramos
79,200,102
186,203
30,217
5,651,381
2)
Ratification of Appointment of the Independent Registered Public Accounting Firm. The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016 was ratified by a vote of 84,117,918 shares voting for the proposal, 906,901shares voting against the proposal and 43,084 shares abstaining from the vote on the proposal.
3)
Advisory Vote on 2015 Named Executive Officer Compensation. The proposal for approval of the 2015 compensation of the Company’s named executive officers was approved by a vote of 76,161,694 shares voting for the proposal, 2,994,269 shares voting against the proposal, 260,559 shares abstaining from the vote on the proposal and 5,651,381 broker non-votes.
4)
Reapproval of Performance Measures under the ITT Corporation 2011 Omnibus Incentive Plan. The proposal for reapproval of the 2011 performance measures under the ITT Corporation Omnibus Incentive Plan was approved by a vote of 71,805,897 shares voting for the proposal, 5,912,501 shares voting against the proposal, 1,698,124 shares abstaining from the vote on the proposal and 5,651,381broker non-votes.
5)
Shareholder Proposal Regarding a Payout Policy. The shareholder proposal regarding a formal payout policy that gives preference to share repurchases as a method to return capital to shareholders was not approved by a vote of 586,130 shares voting for the proposal, 78,575,286 shares voting against the proposal, 255,106 shares abstaining from the vote on the proposal and 5,651,381broker 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.

 
ITT CORPORATION
(Registrant)
 
 
 
May 11, 2016
By:
/s/ Mary E. Gustafsson
 
 
Name: Mary E. Gustafsson
 
 
Title: Senior Vice President, General Counsel and Chief Compliance Officer