{"url_path":"/sec/itt/8-k/2026-06-29/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/216228/0000216228-26-000055-index.html","accession_number":"0000216228-26-000055","cik":"0000216228","ticker":"ITT","issuer_name":"ITT INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/216228/0000216228-26-000055-index.html","primary_entity_key":"0000216228","primary_entity_name":"ITT INC."},"word_count":334,"has_tables":true,"body_markdown":"Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers\n\nOn June 29, 2026, the Board of Directors (the “Board”) of ITT Inc. (the “Company”) elected Bertrand Loy and Kevin Wheeler as directors of the Company, effective August 1, 2026. The Board believes that Mr. Loy’s extensive global experience leading industrial and technology-driven manufacturing businesses and Mr. Wheeler’s extensive global industrial manufacturing leadership experience will provide valuable expertise to the Company.\n\nThe Board also considered the independence of Messrs. Loy and Wheeler under the New York Stock Exchange listing standards and the Company’s Corporate Governance Principles and concluded that Messrs. Loy and Wheeler are each independent under these standards.\n\nThe Board appointed Mr. Loy to the Company’s Audit Committee and appointed Mr. Wheeler to the Company’s Nominating and Governance Committee, in each case effective August 1, 2026.\n\nNeither Mr. Loy nor Mr. Wheeler is a party to any arrangement or understanding pursuant to which he was elected to the Board, nor is either of them, or any of their respective immediate family members, a party, either directly or indirectly, to any transaction with the Company that would be required to be disclosed under Item 404(a) of Regulation S-K. Messrs. Loy and Wheeler will receive compensation for, and be entitled to indemnification in connection with, their service as members of the Board consistent with the Company’s normal arrangements for non-employee directors, as described in the Company’s proxy statement for its 2026 Annual Meeting of Shareholders. As described in the proxy statement, each of Messrs. Loy and Wheeler will receive a prorated annual cash retainer and restricted stock unit award promptly following his election.\n\nIn connection with the elections of Messrs. Loy and Wheeler, the Board increased its size from ten to twelve directors, effective August 1, 2026.\n\nA copy of the press release announcing the elections of Messrs. Loy and Wheeler is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference."}