8-KThe WireRed Alert
Executive Change · Results of Operations
Filed Nov 2, 2018 · 7y ago · Accession 0001157523-18-002283
Plain English
Material event — a significant development the company must disclose promptly.
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a51893254.htm
ITT INC. 8-K
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: November 2, 2018 (Date
of earliest event reported)
ITT INC.
(Exact
name of registrant as specified in its charter)
Indiana
001-05672
81-1197930
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
1133 Westchester Avenue
White Plains, New York
(Address
of principal executive offices)
10604
(Zip Code)
(914) 641-2000
Registrant’s
telephone number, including area code:
Not Applicable
Former
name or former address, if changed since last report
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:
⃞
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))
Indicate by
check mark whether the registrant is an emerging growth company as
defined in Rule 405 under the Securities Act of 1933 (17 CFR 230.405) or
Rule 12b-2 under the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ⃞
If an
emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ⃞
Item 2.02. Results of Operations and Financial Condition.
On November 2, 2018, ITT Inc. (the “Company”) issued a press release
reporting the Company’s financial results for the third fiscal quarter
ended September 30, 2018. A copy of the press release is attached to
this Current Report on Form 8-K (“Current Report”) as Exhibit 99.1 and
is incorporated herein solely for purposes of this Item 2.02 disclosure.
The information in Item 2.02 of this Current Report, including
Exhibit 99.1 attached hereto, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of such
section. The information in Item 2.02 of this Current Report, including
Exhibit 99.1 attached hereto, shall not be incorporated by reference
into any registration statement or other document pursuant to the
Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers;
Compensatory
Arrangements of Certain Officers.
The Board of Directors of the Company has elected John Capela as Vice
President and Chief Accounting Officer, effective on or about November
19, 2018 (the “Effective Date”). On the Effective Date, Karen LaRue, who
currently serves as Executive Director, Financial Controller and interim
Chief Accounting Officer of the Company, will cease her service as the
Company’s interim Chief Accounting Officer.
Mr. Capela, age 38, previously served as Executive Vice President, Chief
Accounting Officer and Corporate Controller of Toys “R” Us, Inc. from
May 2018 to November 2018 and previously served as Vice President and
Corporate Controller from March 2018 to May 2018. Prior to that, Mr.
Capela served as Vice President and Assistant Controller from May 2015
to March 2018 and held various other positions of increasing levels of
responsibility at Toys “R” Us, Inc., including Executive Director and
Assistant Controller, and Director of Financial Reporting, since March
2007. Prior to joining Toys “R” Us, Inc., Mr. Capela spent several
years with PricewaterhouseCoopers LLP in its audit practice. Mr. Capela
holds an MBA with a double concentration in finance and management from
Montclair State University. Mr. Capela is also a Certified Public
Accountant and a Chartered Global Management Accountant.
Mr. Capela will receive salary, bonus and equity awards under the ITT
Omnibus Incentive Plan at levels that are consistent with his seniority
and position. He will also receive health, welfare and retirement
benefits that are generally available to salaried employees.
Neither Mr. Capela nor any of his immediate family members is a party,
either directly or indirectly, to any transaction that would be required
to be reported under Item 404(a) of Regulation S-K, nor is Mr. Capela a
party to any arrangement or understanding pursuant to which he was
selected as an officer.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
99.1
Press Release issued by ITT Inc.,
dated November 2, 2018
SIGNATURES
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 Inc.
(Registrant)
November 2, 2018
By:
/s/ Mary E. Gustafsson
Name:
Mary E. Gustafsson
Title:
Senior Vice President, General Counsel and
Chief Compliance Officer
(Authorized Officer of Registrant)
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Filing details
- Company
- ITT INC.
- Ticker
- ITT
- CIK
- 216228
- Form type
- 8-K
- Filing date
- Nov 2, 2018
- Report date
- Nov 2, 2018
- Document
- a51893254.htm
- Size
- 371 KB