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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: December 7, 2022

(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.)

100 Washington Boulevard, 6th Floor

Stamford, CT 06902

(Principal Executive Office)

Telephone Number: (914) 641-2000

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $1 per share			ITT			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐ 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 12, 2022, ITT Inc. (the “Company”) announced that, as part of a planned succession process, Mary Beth Gustafsson will step down as the Company’s Senior Vice President & General Counsel effective December 31, 2022. Ms. Gustafsson will continue as a business advisor reporting to the Chief Executive Officer through March 6, 2024, after which time she will retire from the Company. Ms. Gustafsson’s compensation in her new role will be materially consistent with her prior compensation.

Lori B. Marino, formerly Deputy General Counsel and Corporate Secretary of the Company, will return to the Company and assume the role of Senior Vice President & General Counsel effective January 1, 2023.

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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)
December 12, 2022			By:			/s/ Kristen W. Prohl
						Name:			Kristen W. Prohl
						Title:			Vice President, Deputy General Counsel, Chief Compliance Officer and Corporate Secretary
									(Authorized Officer of Registrant)