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 1, 2005
ITT INDUSTRIES, INC.
(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 executive offices) (Zip Code)
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
Effective December 1, 2005, the Board of Directors of ITT Industries, Inc.,
(upon the recommendation of its Nominating and Governance Committee,) approved
changes to the annual compensation for its non-employee Directors. As approved,
non-employee Directors shall receive total annual compensation in the amount of
$180,000. Such compensation shall be payable as follows:
o $50,000 in cash or deferred cash,
o 2/3 (approximately) of the remainder in restricted shares, and
o 1/3 (approximately) of the remainder in non-qualified stock options.
The revised non-employee Director compensation program provides for an annual
retainer in the amount of $50,000 which shall be payable, at the election of
each non-employee Director, in cash or deferred cash. Directors choosing
deferred cash may elect to have the deferred cash deposited into an
interest-bearing cash account, at an interest rate determined as of the
Company's next annual meeting, or deposited into an account that tracks an index
of the Company's stock. The remaining non-employee Director compensation shall
be allocated two-thirds (approximately) to restricted shares and one-third
(approximately) to non-qualified stock options. Shareholders of the Company
approved the ITT Industries, Inc. 2003 Equity Incentive Plan under which such
restricted share and non-qualified stock option awards will be made. The 2003
Equity Incentive Plan is filed as an exhibit to the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 2004. In order to implement the
December 1, 2005 effective date for these changes, the Board of Directors of ITT
Industries, Inc. also approved a pro-rata mid-year adjustment to 2005
non-employee Director compensation consistent with the newly approved annual
compensation amount. The mid-year allocation provides each non-employee Director
with cash, deferred cash or restricted stock, as determined by each Director's
previous compensation selection with respect to the full year 2005.
Additionally, the Board of Directors of ITT Industries, Inc. approved (with the
Audit Committee Chair abstaining) an additional annual retainer of $10,000 in
cash to be paid to the Audit Committee Chair, effective as of the Company's 2006
Annual Meeting.
A summary of all non-employee Director compensation, which includes these
changes, is attached hereto as Exhibit 10.1
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
Exhibits 10.1 Summary of Director Compensation
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 1, 2005