ITT (ITT) Proxy filing summary

Executive summary

• Achieved 5% organic revenue growth, 8% total revenue growth, and 11% increase in adjusted operating income in 2025, with adjusted EPS up 14% and free cash flow margin at 14%.

• Completed the $4.775 billion acquisition of SPX FLOW in March 2026, expanding the Flow Technologies segment and diversifying end markets.

• Total shareholder return was 23% in 2025, outperforming the S&P 500 and S&P 400 Capital Goods indices.

• Deployed over $750 million in capital, including $521 million in share repurchases and a 10% dividend increase.

• Launched VIDAR, a compact smart motor, and began full-scale production at a new brake pad facility in Italy.

Voting matters and shareholder proposals

• Shareholders will vote to elect 10 directors, ratify Deloitte & Touche LLP as auditor for 2026, and approve a non-binding advisory vote on executive compensation.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Two new directors added in 2025, enhancing global industrial and financial expertise.

• Nazzic Keene to succeed Timothy H. Powers as independent Chair after the 2026 Annual Meeting.

• Board composition: 50% women, 10% racial/ethnic diversity, average tenure of 5 years, and 90% independence.

• Annual board and committee self-assessments, robust director orientation, and ongoing education.

• Proxy access and right to call special meetings at 25% threshold.