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 6, 2004
ITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-5627 13-5158950
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Item 1.01 Entry into a Material Definitive Agreement
On December 6, 2004 the Compensation and Personnel Committee of the Board of
Directors of ITT Industries, Inc. approved a change in the design of Company's
long term incentive program and set performance goals. For senior executives,
the program is comprised of awards under the 1997 Long-Term Incentive Plan which
was approved by shareholders in 1997 and is on file with the Commission and the
Company's 2003 Equity Incentive Plan, approved by shareholders in 2003 and also
on file with the Commission. The 1997 Long-Term Incentive Plan authorizes
performance awards expressed as target cash awards and comprises one-half of the
total long - term incentive value for such employees. The Company's
non-qualified stock options, awarded under the Company's 2003 Equity Incentive
Plan, comprise the other half. For the three - year performance cycle beginning
on January 1, 2005, the Compensation and Personnel Committee approved the S&P
Industrials as the index to measure the Company's performance and any payment
for awards granted under the 1997 Long-Term Incentive Plan, designated a 35th
percentile performance level at which a 50% payout would be received and fixed a
maximum performance payout of 200% for performance at or above the 80th
percentile. The Compensation and Personnel Committee also approved a change with
respect to non-qualified stock options. Such options for senior executives are
currently exercisable in full upon a 25% appreciation over the option exercise
price (for 10 consecutive trading days) or 9 years from the date of grant. The
option term is 10 years. As approved, stock options awards for senior executives
will be exercisable in full 6 years after the date of grant or no earlier than
three years from the grant date if a 25% appreciation over the option exercise
price is achieved (for 10 consecutive trading days). Although options may vest
if a 25% appreciation is achieved, no exercise will be permitted earlier than 3
years from the date of grant. The option term is 7 years.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principle Officers
On December 7, 2004 the Company announced the election of Steven R. Loranger,
currently Chief Executive Officer and President to the additional position of
Chairman. The Company also announced on December 7, 2004, that effective
December 31, 2004, Louis J. Giuliano would resign as a Director of the Company,
in accordance with the Company's previously announced succession plan and that
the number of Directors of the Company would be reduced to nine. Attached as
Exhibit 99.1 is a copy of the press release relating to the election of Mr.
Loranger and the resignation of Mr. Giuliano.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On December 7, 2004 the Board of Directors of the Company approved clarifying
amendments to the Company's by-laws with respect to the powers and duties of the
positions of Chairman, Chief Executive and President. These amendments became
effective immediately upon adoption. A copy of the Company's amended by-laws are
attached as Exhibit 99.2.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release issued December 7, 2004.
99.2 ITT Industries, Inc. By-laws, Amended as of December 7, 2004
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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 INDUSTRIES, INC.
By: /s/ Kathleen S. Stolar
---------------------------------
Kathleen S. Stolar
Its: Vice President, Secretary and
Associate General Counsel
Date: December 9, 2004
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