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
Exhibit 10.1 Summary of Director Compensation Effective December 1, 2005, the following non-employee director compensation program will take effect. Total annual compensation shall be $180,000, payable as follows: 1. Annual Cash Retainer for all non-employee directors in the amount of $50,000 payable in cash or deferred cash, at the Director's election, on the Company's Annual Meeting date. 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 annual meeting, or deposited into an account that tracks an index of the Company's stock. 2. The remainder of $130,000 shall be awarded as follows: a. Restricted shares equal to approximately 2/3 of the remainder of the total compensation. b. Non-qualified stock options equal to approximately 1/3 of the remainder of the total compensation. 3. An additional Cash Retainer of $10,000 for the Audit Committee Chair, shall be payable on the Company's Annual Meeting date. There will also be a pro-rata mid-year adjustment to 2005 non-employee Director compensation consistent with the newly approved annual compensation amount. Effective December 1, 2005, the mid-year adjustment will provide 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. The Company reimburses directors of the Company for reasonable travel expenses incurred in connection with attendance at Board, Committee or shareholder meetings or other Company business related events (including the travel expenses of spouses if they are specifically invited to attend an event for appropriate business purposes). Reasonable travel expenses may include travel on the Company plane for Directors or spouses if such Company aircraft is available and travel is approved in advance by the Chairman of the Board or the Chief Executive Officer. Airfare is reimbursed at no greater than first class travel rates. All Directors are covered under a non-contributory group accidental death and dismemberment policy that provides each Director with $750,000 of coverage. Directors may elect to purchase additional coverage under that policy. Non-employee Directors may also elect to participate in an optional non-contributory group life insurance plan that provides $100,000 of coverage. All other terms of the Company's non-employee Director compensation remain the same as disclosed in the Company's proxy statement for the 2005 annual meeting.