ITT Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: ITT · Form: DEF 14A · Filed: Apr 2, 2024 · CIK: 216228

Itt INC. DEF 14A Filing Summary
FieldDetail
CompanyItt INC. (ITT)
Form TypeDEF 14A
Filed DateApr 2, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$250 million, $1.2 billion, $2.5 billion, $108 million, $55 million
Sentimentbullish

Sentiment: bullish

Topics: ITT Inc., DEF 14A, Proxy Statement, Annual Meeting, Shareholder Value

TL;DR

<b>ITT Inc. announced a strong 2023 performance with significant revenue growth, EPS increase, and improved cash flow, alongside a record backlog.</b>

AI Summary

ITT INC. (ITT) filed a Proxy Statement (DEF 14A) with the SEC on April 2, 2024. ITT Inc. reported strong 2023 financial performance with 8% organic revenue growth. Adjusted EPS grew by 17% in fiscal year 2023. Free cash flow improved by over $250 million compared to the prior year. The company achieved a record backlog of $1.2 billion. Total shareholder return for ITT Inc. was up 49% in 2023.

Why It Matters

For investors and stakeholders tracking ITT INC., this filing contains several important signals. The filing details the company's strategic priorities and financial achievements, providing shareholders with insights into management's performance and future outlook. Shareholder proposals and director elections are key components of this proxy statement, allowing investors to participate in corporate governance.

Risk Assessment

Risk Level: low — ITT INC. shows low risk based on this filing. The filing is a routine proxy statement, indicating standard corporate governance procedures rather than immediate financial distress or significant new risks.

Analyst Insight

Shareholders should review the proposed director nominees and executive compensation details to assess alignment with company performance and long-term strategy.

Executive Compensation

NameTitleTotal Compensation
TIMOTHY H. POWERSCHAIRMAN OF THE BOARD

Key Numbers

Key Players & Entities

FAQ

When did ITT INC. file this DEF 14A?

ITT INC. filed this Proxy Statement (DEF 14A) with the SEC on April 2, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ITT INC. (ITT).

Where can I read the original DEF 14A filing from ITT INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ITT INC..

What are the key takeaways from ITT INC.'s DEF 14A?

ITT INC. filed this DEF 14A on April 2, 2024. Key takeaways: ITT Inc. reported strong 2023 financial performance with 8% organic revenue growth.. Adjusted EPS grew by 17% in fiscal year 2023.. Free cash flow improved by over $250 million compared to the prior year..

Is ITT INC. a risky investment based on this filing?

Based on this DEF 14A, ITT INC. presents a relatively low-risk profile. The filing is a routine proxy statement, indicating standard corporate governance procedures rather than immediate financial distress or significant new risks.

What should investors do after reading ITT INC.'s DEF 14A?

Shareholders should review the proposed director nominees and executive compensation details to assess alignment with company performance and long-term strategy. The overall sentiment from this filing is bullish.

How does ITT INC. compare to its industry peers?

ITT Inc. operates in the industrial manufacturing sector, focusing on engineered products and solutions. This filing pertains to its annual shareholder meeting and proxy materials.

Are there regulatory concerns for ITT INC.?

As a publicly traded company, ITT Inc. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings under the Securities Exchange Act of 1934.

Industry Context

ITT Inc. operates in the industrial manufacturing sector, focusing on engineered products and solutions. This filing pertains to its annual shareholder meeting and proxy materials.

Regulatory Implications

As a publicly traded company, ITT Inc. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings under the Securities Exchange Act of 1934.

What Investors Should Do

  1. Review the qualifications and independence of the director nominees presented for election.
  2. Analyze the executive compensation details and their alignment with the company's 2023 performance metrics.
  3. Understand any shareholder proposals and vote accordingly on matters affecting corporate governance.

Key Dates

Year-Over-Year Comparison

This filing is a definitive proxy statement (DEF 14A) for the 2024 annual meeting, following the standard reporting requirements for public companies.

Filing Stats: 4,471 words · 18 min read · ~15 pages · Grade level 12.9 · Accepted 2024-04-02 08:15:43

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 8 CORPORATE GOVERNANCE AND RELATED MATTERS 10 Introduction 10 Corporate Governance Principles 10 Our Board Leadership Structure 11 The Board's Role in Leadership Succession Planning 11 Board and Committee Structure 11 Board and Committee Roles in Oversight of Risk 16 Board and Committee Evaluation Process 17 Shareholder Engagement and Communications 18 ESG Overview 20 Director Orientation and Continuing Education 22 Board and Governance Policies 23 DIRECTORS' QUALIFICATION AND SELECTION PROCESS 25 Board Composition and Refreshment 25 Board Membership Criteria 25 Director Nominee Skills and Diversity 26 Process for Identifying and Selecting New Board Members 27 Board Tenure 28 Director Independence 28 ELECTION OF DIRECTORS (PROXY ITEM NO. 1) 29 Election Procedures 29 2024 Director Nominees 29 RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROXY ITEM NO. 2) 35 Independent Registered Public Accounting Firm Fees 36 Pre-Approval of Audit and Non-Audit Services 36 AUDIT COMMITTEE REPORT 38 Role of the Audit Committee 38 Audit Committee Charter 38 Regular Review of Financial Statements 38 Communications with Deloitte 38 Independence of Deloitte 39 Recommendation Regarding Annual Report on Form 10-K 39 NON-BINDING ADVISORY VOTE TO APPROVE

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION (PROXY ITEM NO. 3) 40 COMPENSATION DISCUSSION AND ANALYSIS 41 Executive Summary 41 Governance and Compensation 45 Elements of Compensation 47 2023 Annual Incentive Plan 48 2023 Long-Term Incentive Compensation 51 Benefits and Perquisites 54 Other Compensation and Benefits 54 Policies 55 COMPENSATION TABLES 58 Summary Compensation Table 58 All Other Compensation Table 59 Grants of Plan-Based Awards in 2023 60 Outstanding Equity Awards at 2023 Fiscal Year End 61 Option Exercises and Stock Vested in 2023 62 2023 Pension Benefits 62 2023 Nonqualified Deferred Compensation 62 Potential Post-Employment Compensation 63 CEO Pay Ratio 67 Pay Versus Performance 67 COMPENSATION AND HUMAN CAPITAL COMMITTEE REPORT 70 2023 NON-MANAGEMENT DIRECTOR COMPENSATION 71 CONSIDERATION OF A SHAREHOLDER PROPOSAL REGARDING POLITICAL SPENDING (PROXY ITEM NO. 4) 73 OTHER MATTERS 76 Information about the Proxy Statement & Voting 76 Voting Information 76 Stock Ownership of Directors, Executive Officers and Certain Shareholders 83 Section 16 Beneficial Ownership Reporting Compliance 84 Equity Compensation Plan Information 85 Form 10-K 85 CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION 86 APPENDIX A (Key Performance Indicators and Non-GAAP Financial Measures) A-1 ITT INC. | 2024 PROXY STATEMENT i TABLE OF CONTENTS PROXY STATEMENT EXECUTIVE SUMMARY This summary highlights selected information in this Proxy Statement for the 2024 annual meeting of shareholders (the "Annual Meeting") of ITT Inc., an Indiana corporation ("ITT" or the "Company"). It does not contain all information you should consider in making a voting decision. Please review the entire document before voting. ANNUAL MEETING LOGISTICS Date May 15, 2024 Time 9:00 a.m. Eastern Time Location Virtually, via live webcast at www.virtualshareholdermeeting

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