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ITT > SEC Filings for ITT > Form 8-K on 21-May-2014All Recent SEC Filings

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Form 8-K for ITT CORP


Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements

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

On May 20, 2014, 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:

                                   Votes For         Votes Against        Abstentions        Broker Non-Votes
Orlando D. Ashford                  75,489,811              129,116            158,308               6,951,175
G. Peter D'Aloia                    75,474,624              144,000            158,611               6,951,175
Donald DeFosset, Jr.                75,349,632              269,204            158,399               6,951,175
Christina A. Gold                   74,476,259            1,150,111            150,865               6,951,175
Richard P. Lavin                    72,853,298            2,764,435            159,502               6,951,175
Frank T. MacInnis                   73,080,087            2,537,091            160,057               6,951,175
Rebecca A. McDonald                 75,347,858              276,595            152,782               6,951,175
Denise L. Ramos                     75,534,239              129,070            113,926               6,951,175
Donald J. Stebbins                  75,385,799              232,187            159,249               6,951,175

On April 30, 2014, Superior Industries International, Inc. ("Superior Industries"), a publicly traded company, announced that Donald J. Stebbins was appointed its President and Chief Executive Officer, as well as named a director, effective May 5, 2014.

Pursuant to ITT Corporation's Corporate Governance Principles, Mr. Stebbins tendered his resignation on May 19, 2014 to the chairperson of ITT's Nominating and Governance Committee for consideration. On May 20, 2014, after discussions with Mr. Stebbins and careful consideration by ITT's Nominating and Governance Committee, as well as discussions with Mr. Stebbins regarding his requirements at Superior Industries and limitations on his outside board service, the ITT Board of Directors regretfully accepted the resignation of Mr. Stebbins as a director of ITT, effective immediately. ITT thanks Mr. Stebbins for his service and wishes him success in his new endeavor.

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 2014 was ratified by a vote of 81,238,158 shares voting for the proposal, 1,345,539 shares voting against the proposal and 144,713 shares abstaining from the vote on the proposal.

3. Advisory Vote on 2013 Named Executive Officer Compensation. The proposal for approval, in a non-binding vote, of the 2013 compensation of the Company's named executive officers was approved by a vote of 72,183,835 shares voting for the proposal, 1,648,717 shares voting against the proposal, 1,944,683 shares abstaining from the vote on the proposal and 6,951,175 broker non-votes.

4. Shareholder Proposal Regarding Executive Stock Retention Requirements. The shareholder proposal regarding executive stock retention requirements was not approved by a vote of 23,480,935 shares voting for the proposal, 51,883,377 shares voting against the proposal, 412,923 shares abstaining from the vote on the proposal and 6,951,175 broker non-votes.

There were no other matters presented for a vote at the Annual Meeting.

Item 8.01 Other Events.

The Company issued a press release on May 21, 2014 announcing the appointment of Aris C. Chicles as Executive Vice President and President, Industrial Process. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Press Release issued by ITT Corporation, dated May 21, 2014

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