Strong shareholder support at ITT (NYSE: ITT) annual meeting for board, pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

ITT Inc. reported the results of its annual shareholder meeting held on May 21, 2026. Shareholder turnout was strong, with 79,595,414 common shares represented, or 89.03% of shares entitled to vote.

All ten director nominees were elected, each receiving a large majority of votes cast. Shareholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the 2026 fiscal year, with 77,366,547 shares voting in favor. In addition, the advisory vote on 2025 compensation for named executive officers was approved, with 73,164,515 shares voting for, 2,391,899 against, 124,524 abstentions and 3,914,476 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented: 79,595,414 shares Turnout percentage: 89.03% Auditor ratification votes for: 77,366,547 shares +5 more

8 metrics

Shares represented 79,595,414 shares Common stock represented at the May 21, 2026 annual meeting

Turnout percentage 89.03% Percentage of common shares entitled to vote that were represented

Auditor ratification votes for 77,366,547 shares Votes for ratifying Deloitte & Touche LLP for fiscal 2026

Auditor ratification votes against 2,167,187 shares Votes against ratifying Deloitte & Touche LLP for fiscal 2026

Say-on-pay votes for 73,164,515 shares Votes for 2025 named executive officer compensation on an advisory basis

Say-on-pay votes against 2,391,899 shares Votes against 2025 named executive officer compensation on an advisory basis

Broker non-votes on say-on-pay 3,914,476 shares Broker non-votes on the 2025 executive compensation advisory proposal

Votes for director Luca Savi 75,557,763 shares Votes cast "for" the election of director nominee Luca Savi

Key Terms

broker non-votes, independent registered public accounting firm, advisory basis, named executive officers, +1 more

5 terms

broker non-votes financial

"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."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"The proposal for approval, on an advisory basis, of the 2025 compensation of the Company’s named executive officers"

named executive officers financial

"the 2025 compensation of the Company’s named executive officers was approved by the following vote"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Election of Directors financial

"1.Election of Directors. At the Annual Meeting, the ten nominees whose names are set forth below were elected as directors"

Understanding 8-K Material Events →

05/26/2026 - 04:05 PM

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)


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))


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:


	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.


	ITT Inc.
	(Registrant)

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)

Source: View Original Filing on SEC EDGAR

FAQ

What did ITT (ITT) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing ten directors, ratifying Deloitte & Touche LLP as the 2026 independent auditor, and approving on an advisory basis 2025 compensation for named executive officers. All three proposals received majority support and were approved.

What was shareholder turnout at ITT (ITT)’s May 21, 2026 annual meeting?

Turnout was high, with 79,595,414 common shares represented, equal to 89.03% of shares entitled to vote. This level of participation indicates broad shareholder engagement in the election of directors, auditor ratification, and the advisory executive compensation vote.

Were all ITT (ITT) director nominees elected at the 2026 annual meeting?

Yes, all ten director nominees were elected to serve until the 2027 annual meeting or until their successors are elected and qualified. Each nominee, including Luca Savi and Kevin Berryman, received substantially more votes "for" than "against" from shareholders.

Did ITT (ITT) shareholders ratify Deloitte & Touche as auditor for 2026?

Yes. Shareholders ratified Deloitte & Touche LLP as ITT’s independent registered public accounting firm for the 2026 fiscal year. The vote was 77,366,547 shares in favor, 2,167,187 against, and 61,680 abstentions, indicating strong support for retaining the firm.

How did ITT (ITT) shareholders vote on 2025 executive compensation?

Shareholders approved, on an advisory basis, 2025 compensation for named executive officers. The proposal received 73,164,515 votes for, 2,391,899 against, 124,524 abstentions, and 3,914,476 broker non-votes, reflecting majority support for the company’s compensation program.

What are broker non-votes in ITT (ITT)’s 2026 annual meeting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals because beneficial owners did not give instructions. For the director elections and the advisory pay vote, ITT reported 3,914,476 broker non-votes, which did not count as votes for or against.

Filing Exhibits & Attachments

4 documents