Annual Meeting Resutls & Restructuring 8-K 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 8, 2015
(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 2.05 - Costs Associated with Exit or Disposal Activities.
    
On May 11, 2015, ITT Corporation (the “Company”) announced a restructuring initiative for the Interconnect Solutions (ICS) business to reduce overall costs and better align it with current market conditions. The Company expects to incur cash restructuring costs, principally involuntary severance, of approximately $12 million for approximately 110 employees or 6% of the ICS global workforce. The Company expects to substantially complete these actions in the next twelve months. The benefits from this plan, after full implementation, are expected to yield pre-tax cash savings to the Company of approximately $9 million on an annual basis. The prorated 2015 benefit and the cost estimates were included within the Company’s earnings estimates and range of expected restructuring and realignment costs for 2015 disclosed on the Company’s recent first quarter conference call on May 1, 2015.

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 8, 2015, the Company held its annual meeting of shareholders (the “Annual Meeting”). The following votes were taken at the Annual Meeting:

1) Election of Directors. 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
75,339,895

310,038

108,503

7,443,416

G. Peter D’Aloia
75,319,811

325,989

112,636

7,443,416

Donald DeFosset, Jr.
75,259,271

391,411

107,754

7,443,416

Christina A. Gold
74,755,880

893,904

108,652

7,443,416

Richard P. Lavin
74,468,931

1,180,986

108,519

7,443,416

Frank T. MacInnis
74,913,788

733,058

111,590

7,443,416

Rebecca A. McDonald
75,085,536

563,921

108,979

7,443,416

Timothy H. Powers
75,516,050

131,937

110,449

7,443,416

Denise L. Ramos
75,581,932

105,324

71,180

7,443,416


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 2015 was ratified by a vote of 82,144,945 shares voting for the proposal, 978,191 shares voting against the proposal and 78,716 shares abstaining from the vote on the proposal.

3) Advisory Vote on 2014 Named Executive Officer Compensation. The proposal for approval, in a non-binding vote, of the 2014 compensation of the Company’s named executive officers was approved by a vote of 71,864,375 shares voting for the proposal, 3,127,801 shares voting against the proposal, 766,260 shares abstaining from the vote on the proposal and 7,443,416 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 CORPORATION
(Registrant)
 
 
 
 
May 12, 2015
By:
/s/ Mary E. Gustafsson
 
 
Name:
Mary E. Gustafsson
 
 
Title:
Senior Vice President, General Counsel and Chief Compliance Officer (Authorized Officer of Registrant)