{"schema_version":"secwatch.filing_event.v1","accession":"0000216228-23-000017","form_type":"8-K","ticker":"ITT","cik":"0000216228","company_name":"ITT INC.","filed_at":"2023-05-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:41.671101+00:00","generated_at":"2026-06-15T02:55:55.825755+00:00","sec_items":["1.01","2.03","5.07","9.01"],"event_type":"other","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"confidence":"high","headline":"ITT amends credit facility to replace LIBOR with SOFR; annual meeting approves all proposals","bullets":["Amended credit agreement replaces LIBOR with Term SOFR plus 10 bps for USD borrowings and ESTR plus 8.5 bps for EUR swing lines.","All 8 director nominees elected; Deloitte & Touche ratified as auditor for 2023 with >77M votes.","Advisory say-on-pay approved (73.9M for); annual frequency for future votes set (73.7M for).","Employee Stock Purchase Plan approved (74.9M for).","Shareholder proposal to allow special meeting rights for street-name shareholders rejected (72.3M against)."],"urls":{"canonical":"https://secwatch.observer/filing/0000216228-23-000017","json":"https://secwatch.observer/filing/0000216228-23-000017.json","markdown":"https://secwatch.observer/filing/0000216228-23-000017.md","text":"https://secwatch.observer/filing/0000216228-23-000017.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/216228/000021622823000017/0000216228-23-000017-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/216228/000021622823000017/itt-20230510.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-15T02:55:55.825755+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2ac9f2f7d8e4914e2efcf9b40bbc90dc278bbffd","claim":"ITT INC. amended First Amendment with Bank of America, N.A., as the administrative agent, the L/C issuer and a U.S. swing line lender (effective 2023-05-10).","evidence_excerpt":"On May 10, 2023, ITT Inc. (the “Company”) entered into the First Amendment (the “Amendment”) to the Company’s Credit Agreement, dated as of August 5, 2021 (as amended by the Amendment, the “Credit Agreement”), among the Company, certain subsidiaries of the Company party thereto, the lenders party thereto and Bank of America, N.A., as the administrative agent, the L/C issuer and a U.S. swing line lender.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/216228/000021622823000017/0000216228-23-000017-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Bank of America, N.A., as the administrative agent, the L/C issuer and a U.S. swing line lender"},{"label":"Effective","value":"2023-05-10"}],"fact_type":"material_agreement"},{"claim_id":"1372c88e0eb2d7f25871249137ec35a466bb5d68","claim":"ITT INC. shareholders approved Advisory Vote on 2022 Named Executive Officer Compensation at the 2023-05-10 meeting.","evidence_excerpt":"Advisory Vote on 2022 Named Executive Officer Compensation. The proposal for approval, on an advisory basis, of the 2022 compensation of the Company’s named executive officers was approved by the following vote: 73,907,488 shares for the proposal, 1,360,973 shares against the proposal, 99,599 shares abstaining and 3,608,019 broker non-votes.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/216228/000021622823000017/0000216228-23-000017-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-10"}],"fact_type":"shareholder_vote"},{"claim_id":"576b664486faff9b9a765bbb24b5dfb2cfee9eb2","claim":"ITT INC. shareholders approved Election of Directors at the 2023-05-10 meeting.","evidence_excerpt":"Election of Directors. At the Annual Meeting, the 8 nominees whose names are set forth below were elected as directors, constituting the entire Board of Directors, to serve until the 2024 annual meeting of shareholders or until their respective successors are duly elected and qualified. Relevant voting information for each person was as follows: FOR AGAINST ABSTENTIONS BROKER NON-VOTES Donald DeFosset, Jr. 73,808,655 1,072,302 487,103 3,608,019 Nicholas C. Fanandakis 74,749,709 565,903 52,448 3,608,019 Richard P. Lavin 74,473,323 835,474 59,263 3,608,019 Rebecca A. McDonald 74,476,883 837,008 54,169 3,608,019 Timothy H. Powers 74,384,338 931,583 52,139 3,608,019 Luca Savi 74,853,023 455,814 59,223 3,608,019 Cheryl L. Shavers 74,617,504 693,274 57,282 3,608,019 Sabrina Soussan 74,556,994 705,629 105,437 3,608,019","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/216228/000021622823000017/0000216228-23-000017-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-10"}],"fact_type":"shareholder_vote"},{"claim_id":"a267809c4e57d59ee861feace72e2197cb926135","claim":"ITT INC. shareholders rejected Shareholder Proposal Regarding Special Meetings of Shareholders at the 2023-05-10 meeting.","evidence_excerpt":"Shareholder Proposal Regarding Special Meetings of Shareholders. The shareholder proposal to amend the Company’s governing documents to give \"street name\" shareholders and \"non-street name\" shareholders an equal right to call for a special shareholder meeting was not approved by the following vote: 2,730,430 shares for the proposal, 72,322,170 shares against the proposal, 315,460 shares abstaining and 3,608,019 broker non-votes.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/216228/000021622823000017/0000216228-23-000017-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"failed"},{"label":"Meeting","value":"2023-05-10"}],"fact_type":"shareholder_vote"},{"claim_id":"a61813a634dc79e093cf6694833529b670028c5e","claim":"ITT INC. shareholders approved Advisory Vote to Determine the Frequency of Future Shareholder Votes on the Compensation of the Company’s Named Executive Officers at the 2023-05-10 meeting.","evidence_excerpt":"Advisory Vote to Determine the Frequency of Future Shareholder Votes on the Compensation of the Company’s Named Executive Officers . The proposal to determine the frequency of future shareholder votes, on an advisory basis, on the compensation of the Company’s named executive officers was determined to be annually by a vote of 73,714,805 shares voting for a frequency of one year, 46,707 shares voting for a frequency of two years, 1,526,667 shares voting for a frequency of three years, 79,881 shares abstaining from the vote on the proposal and 3,608,019 broker non-votes.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/216228/000021622823000017/0000216228-23-000017-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-10"}],"fact_type":"shareholder_vote"},{"claim_id":"e84a91e6390c13879d472d9b576cbaba37c77e06","claim":"ITT INC. shareholders approved Approval of the Adoption of the Company's Employee Stock Purchase Plan at the 2023-05-10 meeting.","evidence_excerpt":"Approval of the Adoption of the Company's Employee Stock Purchase Plan . The proposal for approval of the adoption of the Company's employee stock purchase plan was approved by the following vote: 74,908,211 shares for the proposal, 416,796 shares against the proposal, 43,053 shares abstaining and 3,608,019 broker non-votes.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/216228/000021622823000017/0000216228-23-000017-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-10"}],"fact_type":"shareholder_vote"},{"claim_id":"e981802fa68df1d5b644e29e087cf13ecb34108e","claim":"ITT INC. shareholders approved Ratification of Appointment of the Independent Registered Public Accounting Firm at the 2023-05-10 meeting.","evidence_excerpt":"Ratification of Appointment of the Independent Registered Public Accounting Firm. The ratifiaction of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year was ratified by the following vote: 77,681,782 shares for the proposal, 1,237,676 shares against the proposal and 56,621 shares abstaining.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/216228/000021622823000017/0000216228-23-000017-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-10"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}