================================================================================
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): May 23, 2006
ITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-5627 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
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 (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 13 e-4( c) under the
Exchange Act (17 CFR 240. 13e-4(c))
================================================================================
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
(a) As reported below in Item 5.02 of this Form 8-K, on May 18, 2006, Janice
Klettner was appointed Chief Accounting Officer, effective May 18, 2006. The
material terms of Ms. Klettner's employment with the Company are summarized in
Exhibit 10.1 to this Form 8-K.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On May 18, 2006, Janice Klettner, 45, formerly Avon Products' Vice President,
Corporate Controller from 1998-2005, joined ITT Industries, Inc. as its Chief
Accounting Officer. Ms. Klettner was employed by Avon Products in 1985 and prior
to her position as Avon's Vice President, Corporate Controller, Ms. Klettner was
Vice President, Enterprise Risk Management and held various other financial
positions of increasing responsibility in accounting, financial planning,
forecasting, treasury and process redesign at Avon Products.
In her position as Chief Accounting Officer, Ms. Klettner will receive an annual
salary of $275,000, a sign on payment of $50,000 payable in a lump sum and will
be eligible for a 2006 target bonus in accordance with the approved parameters
of the Company's Annual Incentive Plan for performance year 2006 calculated at
40% of base salary. This discretionary bonus is based on company and individual
performance.
Ms. Klettner will also be eligible to participate in the Company's Long Term
Incentive Award Program for 2006. She was granted a total target long-term
incentive award of $325,000 for 2006 which is comprised as follows:
One-half in the form of a $162,500 target award under the ITT Industries 1997
Long Term Incentive Plan (the "1997 Plan"). The measurement period for this long
term award will be January 1, 2006 through December 31, 2008. Payment, if any,
will be made in January, 2009. The ultimate value of this award will be
determined based on ITT Industries' Total Shareholder Return (TSR) relative
performance as measured against the S&P Industrials, in accordance with the
terms of the 1997 Plan, administrative rules and award documents. One-fourth of
the total award, 1,527 shares ($81,250), will be in the form of ITT Industries'
restricted stock awarded under the ITT Industries 2003 Equity Incentive Plan
(the "2003 Plan"), granted May 19, 2006. These shares will be subject to a
three-year period of restriction, subject to continued employment and the terms
of the 2003 Plan.
One-fourth of the total award, 6,165 options ($81,250), will be in the form of a
non-qualified stock option award granted May 19, 2006 under the 2003 Plan. The
option exercise price will be the closing price of ITT Industries common shares
on the date of grant. These options will vest in one-third cumulative annual
installments and will expire seven years from date of grant, subject to
continued employment and terms of the 2003 Plan.
Finally, Ms. Klettner, as an at will employee, will be eligible to receive the
other benefits typically afforded other executive officers of the Company.
2
Mr. Robert J. Pagano, Jr., formerly Vice President and Corporate Controller, and
Chief Accounting Officer, was appointed Vice President, Finance with
responsibility for annual financial planning, financial forecasts and internal
management reports.
A full summary of Ms. Klettner's employment terms with the Company is attached
as Exhibit 10.1 to this Form 8-K, as is the Company's press release dated May
23, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Terms of employment for Chief Accounting Officer.
99.1 Press Release dated May 23, 2006
3
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: May 23, 2006
4