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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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Surya Mohapatra Elected to ITT's Board of Directors
WHITE PLAINS, N.Y., Dec. 18 /PRNewswire-FirstCall/ -- ITT Corporation
(NYSE: ITT) today announced the election of Surya N. Mohapatra, Ph.D., chairman,
president and chief executive officer of Quest Diagnostics Incorporated (NYSE:
DGX), to its Board of Directors. His appointment to ITT's board is effective
February 14, 2008.
Dr. Mohapatra, 58, was named CEO of Quest Diagnostics in May 2004, and
elected chairman of its Board of Directors in December that same year. Quest
Diagnostics is the world's leading provider of diagnostic testing, information
and services needed by patients to make better healthcare decisions, with 2006
revenues of $6.3 billion. The company ranked number 11 among Fortune 500
companies in 2007 for highest shareholder return over the past decade. Prior to
joining Quest Diagnostics, Dr. Mohapatra served as senior vice president and a
member of the executive committee of Picker International, now part of Philips
Medical Systems.
"Dr. Mohapatra's diverse experiences and international perspective will
provide a wonderful complement to ITT's board as we continue to execute our
global growth strategies," said Steve Loranger, chairman, president and chief
executive officer of ITT. "We are excited to welcome him as a director and look
forward to his future contributions, which we expect will be of great value to
our leadership team and our shareholders."
Dr. Mohapatra earned a Bachelor of Science degree in electrical
engineering from Sambalpur University in India. Additionally, he holds a Master
of Science in medical electronics from the University of Salford, England, as
well as a doctorate in medical physics from the University of London and The
Royal College of Surgeons of England. Dr. Mohapatra's election today brings to
10 the number of directors on the company's board.
About ITT Corporation
ITT Corporation (www.itt.com) supplies advanced technology products and
services in several growth markets. ITT is a global leader in water and fluid
transport, treatment and control technology. The company plays a vital role in
international security with communications and electronics products; space
surveillance and intelligence systems; and advanced engineering and services. It
also serves a number of growing markets-including marine, transportation and
aerospace-with a wide range of motion and flow control technologies.
Headquartered in White Plains, N.Y., the company employs approximately 35,000
people and generated $7.8 billion in 2006 sales.