UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 18, 2007
ITT Corporation
(Exact name of registrant as specified in its charter)
Indiana 1-5672 13-5158950
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
4 West Red Oak Lane
White Plains, New York 10604
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (914) 641-2000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On December 18, 2007, the Board of Directors of ITT Corporation, (the
"Company"), upon recommendation of the Nominating and Corporate Governance
Committee, voted to appoint Surya N. Mohapatra, Chairman & Chief Executive
Officer, Quest Diagnostics Incorporated, as a new director to the Board of
Directors, effective February 14, 2008. He will serve until the next election of
directors at the Company's 2008 annual meeting of stockholders. Dr. Mohapatra is
expected to be named to the Audit Committee of the Board at its February 2008
meeting. Dr. Mohapatra joined the Company's Board as an independent director.
There is no arrangement or understanding between Dr. Mohapatra and any other
person pursuant to which Dr. Mohapatra was appointed as a director of the
Company, and there are no related party transactions between Dr. Mohaparta and
the Company.
Dr. Mohapatra will be eligible to participate in all non-management Director
compensation plans available to the Company's other independent directors
effective with the Board of Directors' February 2008 meeting.
On December 18, 2007, the registrant issued a press release announcing the
appointment of Dr. Mohapatra as a new director. A copy of the press release is
attached as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated December 18, 2007
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ITT CORPORATION
By: /s/ Kathleen S. Stolar
---------------------------------
Kathleen S. Stolar
Its: Vice President, Secretary
and Associate General Counsel
Date: December 18, 2007
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