ITT INC. 8-K

What Happened

• ITT Inc. filed an 8‑K (May 26, 2026) reporting results from its May 21, 2026 Annual Meeting. About 79,595,414 shares were represented (≈89.03% of voting shares). All ten director nominees were elected to serve until the 2027 annual meeting. Deloitte & Touche LLP was ratified as the independent registered public accounting firm for fiscal 2026. The advisory vote on 2025 named executive officer (NEO) compensation ("say‑on‑pay") was approved.

Key Details

• Shares represented: 79,595,414 (≈89.03% of shares entitled to vote).
• Directors elected (ten nominees): Kevin Berryman; Maggie Chu; Donald DeFosset, Jr.; Douglas G. DelGrosso; Mary Laschinger; Nazzic S. Keene; Rebecca A. McDonald; Christopher O’Shea; Luca Savi; Sharon Szafranski. All were elected to serve until the 2027 meeting.
• Notable vote counts:
  • Rebecca A. McDonald: 74,194,370 for / 1,431,533 against / 55,035 abstentions.
  • Donald DeFosset, Jr.: 74,540,622 for / 1,083,402 against / 56,914 abstentions.
  • Broker non‑votes (common across director and advisory votes): 3,914,476.
• Auditor ratification: Deloitte & Touche LLP ratified — 77,366,547 for / 2,167,187 against / 61,680 abstain.
• Say‑on‑pay (advisory): 73,164,515 for / 2,391,899 against / 124,524 abstain (plus 3,914,476 broker non‑votes).

Why It Matters

• For investors, the filing confirms board continuity and that the company’s auditor (Deloitte) remains in place for fiscal 2026. The approved advisory vote indicates shareholder support for executive compensation as disclosed for 2025. However, the presence of over a million votes against some director nominees and multi‑million votes against the auditor ratification and say‑on‑pay items highlights pockets of shareholder dissent investors may monitor. Broker non‑votes (about 3.9M shares) reflect shares held by brokers without instructions and can affect outcomes for non‑routine matters.