20Shareholder Engagement

We value the views of our shareholders and other stakeholders, and the input that we receive from them is a key input to our corporate governance practices. Our engagement program is management led and overseen by the Board. Our discussions with shareholders can cover a wide range of topics, including financial and operating performance, strategy, capital allocation, corporate governance, executive compensation, social, safety, environmental and other issues. We believe that it is important for the Board and management to understand shareholder's views and concerns so that we are better able to address issues that matter to our shareholders and to seek input in order to provide perspective on Company policies and practices. We gain valuable feedback from this type of engagement and the feedback is shared with the Board and its relevant committees. One recent example is our adoption of a proxy access bylaw last year, which the Board adopted after hearing the feedback from months of thoughtful discussions with various shareholders.

Communication with the Board of Directors

Shareholders and other interested parties may contact any of ~~the Company’s~~our directors (including the non-executive Chairman), a committee of the Board, the ~~Board’s~~Board's non-management directors as a group, or the Board as a whole by writing to them c/o ITT ~~Corporation,~~Inc., 1133 Westchester Avenue, White Plains, NY 10604, Attention: Corporate Secretary. Communications are distributed to the Board, or to any individual director or directors, as appropriate under the facts and circumstances. Junk mail, advertisements, product inquiries or complaints, resumes, spam and surveys are not forwarded to the Board. Material that is threatening, unduly hostile or similarly inappropriate will also not be forwarded, although any non-management director may request that any communications that have been excluded be made available.

Policies for Approving Related Party Transactions

The Board has adopted a written Related Party Transaction Policy (the ~~“Policy”~~"Policy") that addresses the reporting, review and approval or ratification of transactions with related parties. The Policy covers (but is not limited to) those related party transactions and relationships required to be disclosed under Item 404(a) of the ~~SEC’s~~Securities Exchange Commission's (the "SEC") Regulation S-K, and applies to each director or executive officer of the Company; any nominee for election as a director of the Company; any security holder who is known to the Company to own of record or beneficially more than 5% of any class of the ~~Company’s~~Company's voting securities; and any immediate family member of any of the foregoing persons (each, a ~~“Related Party”~~"Related Party").

The Company recognizes that transactions with Related Parties may involve potential or actual conflicts of interest and pose the risk that they may be, or be perceived to have been, based on considerations other than the ~~Company’s~~Company's best interests. Accordingly, as a general matter, the Company seeks to avoid such transactions. However, the Company recognizes that in some circumstances transactions between Related Parties and the Company may be incidental to the normal course of business, may provide an opportunity that is in the best interests of the Company to pursue or that may otherwise not be inconsistent with the best interests of the Company. In other cases it may be inefficient for the Company to pursue an alternative transaction. The Policy therefore is not designed to prohibit Related Party transactions; rather, it is designed to provide for timely internal reporting of such transactions and appropriate review, oversight and public disclosure of them. The Policy supplements the provisions of ~~the Company’s~~our Code of Conduct concerning potential conflict of interest situations. Under the Policy, an amendment to an arrangement that is considered a Related Party transaction is, unless clearly incidental in nature, considered a separate Related Party transaction.

The Policy provides for the Nominating and Governance Committee to review all Related Party transactions and, wherever possible, to approve such transactions in advance of any such transaction being given effect. In connection with approving or ratifying a Related Party transaction, the Nominating and Governance Committee considers, in light of the relevant facts and circumstances, whether or not the transaction is in, or not inconsistent with, the best interests of the Company, including, as applicable, consideration of the following factors:

the position within or relationship of the Related Party with the Company;

the materiality of the transaction to the Related Party and the Company, including the dollar value of the transaction, without regard to profit or loss;

the business purpose for and reasonableness of the transaction, taken in the context of the alternatives available to the Company for attaining the purposes of the transaction;

whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that the Company offers generally to persons who are not Related Parties;

whether the transaction is in the ordinary course of ~~the Company’s~~our business and was proposed and considered in the ordinary course of business; and

the effect of the transaction on ~~the Company’s~~our business and operations, including on the ~~Company’s~~Company's internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.

The Policy provides standing pre-approval for certain types of transactions that the Nominating and Governance Committee has determined do not pose a significant risk of conflict of interest, either because a Related Party would not have a material interest in a transaction of that type or due to the nature, size and/or degree of significance to the Company. The Policy is re-evaluated periodically.

Code of Conduct

The Company has also adopted the ITT Code of Conduct which applies to all employees, including the ~~Company’s~~ Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer and, where applicable, to its non-management directors. ~~The Code of Conduct is also posted~~We disclose on ~~the Company’s website at~~ ~~www.itt.com/citizenship/code-of-conduct/. The Company discloses on its~~our website any changes or waivers from the Code of Conduct for the ~~Company’s~~Company's Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, ~~its~~our non-management directors and other executive officers. In addition, the Company will disclose within four business days any substantive changes in or waivers of the Code of Conduct granted to our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, or persons performing similar functions. We will do this by posting such information on our website as set forth above rather than by filing a Form 8-K. ~~Shareholders may obtain a copy of the Code of Conduct free of charge by sending a written request to ITT Corporation at 1133 Westchester Avenue, White Plains, NY 10604, Attention: Corporate Secretary.~~

The Company has ~~also~~ established a confidential ethics phone line to respond to ~~employees’~~employees' questions and reports of ethical concerns. Also, the Audit Committee has established a policy with procedures to receive, retain and treat complaints received by the Company regarding accounting, internal controls or auditing matters, and to allow for the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters.

Director Independence

The Board of Directors, through the Nominating and Governance Committee, conducts an annual review of the independence of its members. With the assistance of legal counsel to the Company, the Nominating and Governance Committee has reviewed the applicable standards for Board and committee member independence, as well as the standards established by the Principles. A summary of the answers to annual questionnaires completed by each of the directors and a report of transactions with director-affiliated entities are also made available to the Nominating and Governance Committee to enable its comprehensive independence review. On the basis of this review, the Nominating and Governance Committee has delivered a report to the full Board of Directors, and the Board has made its independence determinations based upon the ~~committee’s~~committee's report and the supporting information.

Under NYSE listing standards, an independent director must not have any material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. The NYSE requirements pertaining to director independence also include a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings with the Company. The Board also considers whether directors have any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The ~~Board has not adopted categorical standards of independence other than those promulgated by the NYSE. The~~ SEC has a separate independence requirement for audit committee members that overlays the NYSE requirements. The NYSE also recently promulgated rules requiring directors that serve on compensation committees to satisfy additional independence requirements specific to that service.

The Board of Directors has determined that Ms. Ramos is not ~~“independent”~~"independent" because of her employment as Chief Executive Officer and President of the Company. The Board of Directors has reviewed all relationships between the Company and each other member of the Board of Directors and has affirmatively determined that ~~Mr. Ashford, Mr. D’Aloia, Mr. Darnis, Mr. DeFosset,~~all of the members of the Board other than Ms. ~~Gold, Ms. McDonald, Mr. Lavin, Mr. MacInnis and Mr. Powers~~Ramos are ~~each “independent”~~"independent" pursuant to the applicable listing standards of the NYSE. None of these directors were disqualified from ~~“independent”~~"independent" status under the objective tests set forth in the NYSE standards. In assessing independence under the subjective relationships test described above, the Board of Directors took into account the criteria for disqualification set forth in the ~~NYSE’s~~NYSE's objective tests, and reviewed and discussed additional information provided by each director and the Company with regard to each ~~director’s~~director's business and personal activities as they may relate to the Company and its management. Based on the foregoing, as required by the NYSE, the Board made the subjective determination as to each of these directors that no material relationships with the Company exist and no relationships exist which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of such director. The Board also determined that the current members of the Audit ~~Committee: Mr. D’Aloia, Mr. Darnis, Ms. Gold, Ms. McDonald, and Mr. Powers,~~Committee and of the Compensation and Personnel ~~Committee: Mr. Ashford, Mr. DeFosset, Ms. Gold, Mr. Lavin, and Ms. McDonald,~~Committee meet the applicable SEC and NYSE listing standard independence requirements with respect to membership on such committees.

In making its independence determinations, the Board considered transactions occurring since the beginning of the ~~Company’s 2013~~Company's 2014 fiscal year between the Company and entities associated with the directors or members of their immediate family. All identified transactions that appear to relate to the Company and a person or entity with a known connection to a director were presented to the Board of Directors for consideration. The Board also considered in its analysis the ~~Company’s~~Company's contributions to tax-exempt organizations with respect to each of the non-management directors. In making its subjective determination that each non-management director is independent, the Board considered the transactions in the context of the NYSE objective standards, the special standards established by the SEC for members of audit committees, and the SEC and Internal Revenue

Service ~~(“IRS”~~(the "IRS") standards for compensation committee members. In each case, the Board determined that, because of the nature of the ~~director’s~~director's relationship with the entity and/or the amount involved in the transaction, the relationship did not impair the ~~director’s~~director's independence. In its review of Mr. Ashford’s independence, the Board considered that he was an executive officer of a company that, in at least one of the preceding three fiscal years, received payments from the Company in an amount less than the greater of $1 million or 2% of his employer’s consolidated gross revenues. The Company did not make any contributions to any tax exempt organizations in which any non-management director serves as an executive officer within the past three fiscal years where such contributions exceeded the greater of $1 million or 2% of such ~~organization’s~~organization's consolidated gross revenues.

Board and Committee Roles in Oversight of Risk

The Board of Directors is charged with oversight of the ~~Company’s~~Company's risk management policies and practices with the objective of ensuring that appropriate risk management systems are employed throughout the Company. ITT faces a broad array of risks, including market, operational, strategic, legal, political, international and financial risks. The Board monitors overall corporate performance, the integrity of the ~~Company’s~~Company's financial controls and the effectiveness of its legal compliance and enterprise risk management programs, risk governance practices and risk mitigation efforts. The Board receives reports from management on risk matters in the context of the ~~Company’s~~Company's annual strategy session and strategic planning reviews, the annual operating plan and budget reviews and business reports and other updates provided at meetings of the Board. The various committees of the Board also participate in oversight of the ~~Company’s~~Company's risk management efforts and report to the full Board for consideration and action when appropriate. The Company has established a cross-functional team of members of management referred to as the Risk Center of Excellence ~~(“RCOE”~~("RCOE"), to internally monitor various risks. Each committee of the Board receives regular reports from the RCOE within the relevant expertise of that committee. For example, the Compensation and Personnel Committee reviews and assesses compensation and incentive program risks to ensure that the ~~Company’s~~Company's compensation programs encourage innovation and balance appropriate business risks and rewards without encouraging risk-taking behaviors that may have a material adverse effect on the Company, and it receives an annual report from the RCOE evaluating these risks. In addition to its duties in assessing major financial risk exposures, the Audit Committee also provides oversight of the ~~Company’s~~Company's policies with respect to risk assessment and risk management.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation and Personnel Committee during ~~2015~~2016 or as of the date of this Proxy Statement have been an officer or employee of the Company and no executive officer of the Company served on the compensation committee or board of any company that employed any member of ~~the Company’s~~our Compensation and Personnel Committee or Board of Directors.

Director Selection and Composition

In fulfilling its responsibility to identify and recommend to the Board of Directors qualified candidates for membership on the Board, the Nominating and Governance Committee takes into account a variety of factors. Directors of the Company must be persons of integrity, with significant accomplishments and recognized business stature. In addition, the Principles state that as part of the membership criteria for new Board members, individuals must possess such attributes and experiences as are necessary to provide a broad range of personal characteristics including diversity, management skills and business, technological ~~business~~ and international ~~experience.~~experience, among others. The Nominating and Governance ~~Committee desires~~Committee's top priority is therefore ensuring that the Board is composed of ~~Directors be~~directors who bring diverse ~~in terms~~viewpoints and perspectives, exhibit a variety of ~~its viewpoints,~~skills, professional experience ~~education~~ and ~~skills, as well as race, gender~~backgrounds, and ~~national origin.~~effectively represent the long-term interests of shareholders. The Board actively seeks to consider diverse candidates for membership on the Board when it has a vacancy to fill and includes diversity as a specific factor when conducting any search for candidates.

As part of its process in identifying new candidates to join the Board, ~~of Directors,~~ the Nominating and Governance Committee considers whether, and to what extent, the ~~candidate’s~~candidate's attributes and experiences will individually and collectively complement the existing Board, evaluating the current ~~Board’s~~Board's needs for ~~operational, technical, management, financial, international or other~~ expertise and recognizing that ~~ITT’s~~ITT's businesses and operations are diverse and global in ~~nature.~~nature and that needs can change over time. On an annual basis, as part of its self-evaluation, the full Board of Directors assesses whether its overall mix of directors is appropriate for the Company.

~~To be considered by the Nominating and Governance Committee as a director candidate, a nominee must first meet the requirements of the By-laws~~Board recruitment is an ongoing process and the ~~Principles.~~Board strives to maintain an appropriate balance of tenure, turnover, diversity and skills on the Board. The Board believes that there are significant benefits from the valuable experience and familiarity with the Company and its people and processes that longer-tenured directors bring, as well as significant benefits from the fresh perspective and ideas brought by new directors. Since the beginning of 2013, we have added five new independent directors who have brought valuable and varied experience to our Board.

Prior to recommending nominees for election as directors, the ~~Company’s~~ Nominating and Governance Committee engages in a deliberative, evaluative process to ensure each nominee possesses the skills and attributes that individually and collectively will contribute to an effective board of directors. Biographical information for each candidate for election as a director is evaluated and candidates for election participate in interviews with existing Board members and management. Each candidate is subject to thorough background ~~checks.~~checks and nominees must meet the requirements of the Company's Amended and Restated By-laws (the "By-laws") and the Principles. Director nominees must be willing to commit the requisite time for preparation and

attendance at regularly scheduled board and committee meetings and participation in other matters necessary for good corporate governance.



During 2016, eleven individuals served on ITT's Board, including a new independent director, Nicholas C. Fanandakis, who was elected on October 20, 2016. Of the 10 directors who are nominees for election at the Annual Meeting, three are female, and one is African American. The directors come from diverse professional backgrounds and industries, including manufacturing, financial and technology. In "Election of Directors (Proxy Item No. 1)" we provide an overview of the background of each nominee, including their principal occupation, business experience and other directorships, together with the key attributes, experience and skills viewed as most meaningful in providing value to the Board, our Company and our shareholders.

The Nominating and Governance Committee identifies director candidates through a variety of sources including personal references and business contacts. On occasion, the Nominating and Governance Committee utilizes a search firm to identify and screen director candidates and pays a fee to that firm for each such candidate elected to the ITT Board. The Nominating and Governance Committee will also consider director nominees recommended by shareholders. Shareholders who wish to recommend candidates may contact the Nominating and Governance Committee in the manner described in ~~“Communication~~"Communication with the Board of ~~Directors.”~~Directors." Shareholder nominations must be made according to the procedures required by our By-laws and described in this Proxy Statement under the heading ~~“How does a shareholder submit a proposal or nominate directors for~~"Information about the ~~2017 annual meeting of shareholders?”~~Proxy Statement & Voting." Shareholder-recommended candidates and shareholder nominees whose nominations comply with these procedures and who meet the criteria referred to above will be evaluated by the Nominating and Governance Committee in the same manner as other nominees.

~~Ten individuals served on ITT’s~~

Director Orientation and Continuing Education

As part of ITT's director orientation program, new directors participate in one-on-one introductory meetings with members of ITT's leadership team and other functional leaders. This director orientation familiarizes the directors with our business and strategic plans, significant financial, accounting and risk management issues, human

resources matters, our compliance programs and other controls, policies and procedures. The orientation also addresses Board ~~during 2015. Geraud Darnis was elected~~procedures, our corporate governance principles and our Board committee charters. Finally, it provides directors with the opportunity to meet with our officers and other key members of management.

The Company endeavors to provide ongoing director education throughout the year. Our annual strategy session, where senior management presents the strategic plans for each of the businesses and the Company as a whole, is one component of that ongoing education. We aim to periodically hold the annual strategy session at an ITT facility in order to increase the Board's understanding of the Company's people, operations, product lines and overall business. Our senior management also presents topics throughout the year to the Board of Directors on October 20, 2015. Of the 10 directors who are nominees for election at the Annual Meeting, three are female, and one is African American. The directors come from diverse professional backgrounds, including technology, financial and manufacturing industries. In “Proposalsin order to ~~be Voted on at the 2016 Annual Meeting – Item 1 – Election of Directors,” we provide an overview~~increase their understanding of the ~~background~~Company's business operations, strategies, risks and opportunities.

Directors may also enroll in external director continuing education programs at ITT's expense on topics associated with a director's service on a public company board in order to provide a forum for them to maintain their insight into leading governance practices, exchange ideas with peers and keep current their skills and understanding of ~~each nominee, including~~ their ~~principal occupation, business experience and other directorships, together with the key attributes, experience and skills viewed~~duties as ~~most meaningful in providing value to the Board, our Company and our shareholders.~~a director.

Executive Sessions of Directors

Agendas for meetings of the Board of Directors include regularly scheduled executive sessions led by the Board's non-executive Chairman for the independent directors to meet without management ~~present; the Board’s non-executive Chairman leads those sessions.~~present. Board members have access to our employees outside of Board meetings, and the Board encourages directors to visit different Company sites and events periodically and meet with local management at those sites and events, either as part of a regularly scheduled Board meeting or otherwise.

Board and Committee Meetings and Membership

The Board of Directors and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. Under the Principles, directors are expected to attend all meetings of the Board and all meetings of the committees of which they are members. Members may attend by telephone or video conference to mitigate conflicts, although in-person attendance at regularly scheduled meetings is strongly encouraged. The Board of Directors held ~~eight~~nine meetings during the ~~2015~~2016 fiscal year and there were 1721 meetings of standing committees. All directors attended at least 75% of the aggregate of all meetings of the Board and standing committees on which they served. It is Company practice that all directors attend ~~the Company’s~~our annual meetings. All directors who were on the Board at that time attended ~~the Company’s 2015~~our 2016 annual meeting of shareholders either in person or ~~telephonically, with the exception of Timothy H. Powers.~~telephonically.

The Board of Directors has an Audit Committee, a Compensation and Personnel Committee and a Nominating and Governance Committee. The following table summarizes the current membership of each Committee:



Name	Audit	Compensation and Personnel	Nominating and Governance
Orlando D. Ashford		ü	ü
G. Peter ~~D’Aloia~~D'Aloia	~~Chair~~ü
Geraud Darnis	ü
Donald DeFosset, Jr.		ü	ü
Nicholas C. Fanandakis	ü
Christina A. Gold	ü	Chair
~~Rebecca A. McDonald~~	ü	ü
Richard P. Lavin		ü	ü
Frank T. MacInnis			Chair
Rebecca A. McDonald	ü	ü
Timothy H. Powers	üChair		ü
Denise L. Ramos

24Overview of Committees

The charters of each of the Audit, Compensation and Personnel and Nominating and Governance Committees conform with the applicable NYSE listing standards, and each committee periodically reviews its charter, as regulatory developments and business circumstances warrant. Each of the committees ~~from time to time,~~ considers revisions to their respective charters from time to time to reflect evolving best practices.

Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its responsibility to oversee management’s conduct of the financial reporting process. The responsibilities of the Audit Committee include:

~~selection and oversight of the independent registered public accounting firm, including responsibility to determine the independent auditor’s~~



Committee Chair Timothy H. Powers (appointed February 17, 2017) Current Committee Members • Timothy H. Powers • G. Peter D'Aloia • Geraud Darnis • Nicholas C. Fanandakis (appointed October 20, 2016) • Christina A. Gold • Rebecca A. McDonald Number of Meetings Held in 2016: 10 Audit Committee Report Page 18	Purpose: to assist the Board of Directors in fulfilling its responsibility to oversee management's conduct of the financial reporting process. Responsibilities of the Audit Committee include: •select and oversee the independent registered public accounting firm, including determining the independent auditor's qualifications, independence, scope of responsibility and compensation; • review and discuss with management and the independent auditor the annual audited and quarterly unaudited financial statements and approve those financial statements for inclusion in the Company's public filings; • review and oversee the Company's selection and application of accounting principles and issues relating to the Company's internal controls and disclosure controls and procedures; • oversee of the Company's compliance with legal and regulatory requirements, including reviewing the effect of regulatory and accounting initiatives on the Company's financial statements; • oversee the structure and scope of the Company's internal audit function; and • assist the Board in fulfilling its oversight of enterprise risk management, particularly through oversight of the Company's policies with respect to risk assessment and risk management and the Company's major financial risk exposures.

review and discussion with management and the independent auditor regarding the annual audited and quarterly unaudited financial statements and approval of inclusion of those financial statements in the Company’s public filings;

~~review and oversight of the Company’s selection and application of accounting principles and issues relating to the Company’s internal controls and disclosure controls and procedures;~~

~~oversight of the Company’s compliance with legal and regulatory requirements, including review of the effect of regulatory and accounting initiatives on the Company’s financial statements;~~

~~oversight of the structure and scope of the Company’s internal audit function; and~~

assist the Board in fulfilling its oversight of enterprise risk management, particularly through oversight of the Company’s policies with respect to risk assessment and risk management and the Company’s major financial risk exposures.

The Audit Committee has established policies and procedures for the pre-approval of all services by ~~the Company’s~~our independent registered public accounting firm. The Audit Committee also has established procedures for the receipt, retention and treatment, on a confidential basis, of complaints received ~~by the Company~~ regarding ~~its~~ accounting, internal controls and auditing matters. Additional details on the role of the Audit Committee may be found in ~~“Item 2-Ratification~~"Ratification of the Independent Registered Public Accounting ~~Firm” earlier~~Firm (Proxy Item No. 2)" later in this Proxy Statement.

The Board of Directors has determined that each member of the Audit Committee is financially literate and independent, as defined by the rules of the SEC and the ~~NYSE,~~NYSE's listing standard, as well as independent under the Principles. Although more than one member of the Board of Directors satisfies the relevant requirements, ~~of the audit committee financial expert,~~ the Board of Directors has identified ~~G. Peter D’Aloia~~Timothy H. Powers as the audit committee financial expert. The Board of Directors has evaluated the performance of the Audit Committee consistent with regulatory requirements.

The current members of the Audit Committee are G. Peter D’Aloia (Chair), Geraud Darnis (appointed October 20, 2015) Christina A. Gold, Rebecca A. McDonald and Timothy H. Powers (appointed August 13, 2015). Richard P. Lavin was a member of the Audit Committee until a restructuring of committees was approved by the Board of Directors to be effective as of August 13, 2015. The Audit Committee held nine meetings during the 2015 fiscal year. The report of the Audit Committee is included on page 29 of this Proxy Statement.

Compensation and Personnel Committee

The purpose of the Compensation and Personnel Committee is to provide oversight review of compensation and benefits of the employees of the Company. The responsibilities of the Compensation and Personnel Committee include:

~~oversight and administration of the Company’s employee compensation program, including incentive plans and equity-based compensation plans;~~

~~establishment of annual performance objectives, evaluation of performance and approval of individual compensation actions for the Chief Executive Officer and other executive officers;~~

review and discussion of the Company’s talent review and development process, succession planning process for senior executive positions and aspects of culture and diversity for the Company, and provision of recommendations to the Board of Directors;

~~review, discussion and approval of the Compensation Discussion and Analysis included in the Company’s annual proxy statement; and~~

~~assist the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with the Company’s compensation and talent management programs.~~



Committee Chair Christina A. Gold Current Committee Members • Christina A. Gold • Orlando D. Ashford • Donald DeFosset, Jr. • Richard P. Lavin • Rebecca A. McDonald Number of Meetings Held in 2016: 5 Compensation and Personnel Committee Report Page 49	Purpose: to provide oversight review of compensation and benefits of the employees of the Company. Responsibilities of the Compensation and Personnel Committee include: • oversee and administer the Company's employee compensation programs, including incentive plans and equity-based compensation plans; • establish annual performance objectives, evaluate performance and approve individual compensation actions for the Chief Executive Officer and other executive officers; • review and discuss the Company's talent review and development process, succession planning process for senior executive positions and aspects of culture and diversity for the Company; • review, discuss and approval of the Compensation Discussion and Analysis included in the Company's annual proxy statement; • assist the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with the Company's compensation and talent management programs; and • lead the Company's chief executive officer succession process.

The Board of Directors has determined that each member of the Compensation and Personnel Committee is independent, as defined by the rules of the SEC and the ~~NYSE,~~NYSE's listing standard, as well as independent under the Principles. In addition, each committee member is a ~~“non-employee director”~~"non-employee director" as defined in Rule 16b-3 under the Securities Exchange Act of 1934 ("Exchange Act") and an ~~“outside director”~~"outside director" as defined in

Section 162(m). of the Internal Revenue Code. The Board of Directors has evaluated the performance of the Compensation and Personnel Committee consistent with regulatory requirements.

The current members of the Compensation and Personnel Committee are Christina A. Gold (Chair), Orlando D. Ashford, Donald DeFosset, Jr., Richard P. Lavin and Rebecca A. McDonald (appointed on August 13, 2015). The Compensation and Personnel Committee held four meetings during the 2015 fiscal year. The report of the Compensation and Personnel Committee is included on page 30 of this Proxy Statement.

Nominating and Governance Committee

The purpose of the Nominating and Governance Committee is to ensure that the Board of Directors is appropriately constituted to meet its fiduciary obligations to shareholders of the Company. The responsibilities of the Nominating and Governance Committee include:

evaluate and make recommendations to the Board of Directors concerning the size, composition, governance and structure of the Board and the qualifications, compensation and retirement age of directors;

~~identify, evaluate and propose nominees for election to the Board of Directors;~~

~~consider questions of independence and possible conflicts of interest of directors and executive officers and ensure compliance with applicable laws and NYSE listing standards;~~

~~develop, regularly review, update and recommend to the Board of Directors corporate governance principles for the Company;~~

review of material related party transactions in accordance with the Policy and review with the independent auditor the Company’s policies for the ethical handling of conflicts of interest and its policies and procedures with respect to expense accounts and perquisites;

assist the Board in fulfilling its oversight of enterprise risk management, particularly risks in connection with the Company’s corporate governance structures and processes and risks related to other primarily nonfinancial matters (for example, business continuity); and

~~lead the Company’s chief executive officer succession process.~~



Committee Chair Frank T. MacInnis Current Committee Members • Frank T. MacInnis • Orlando D. Ashford • Donald DeFosset, Jr. • Richard P. Lavin • Timothy H. Powers Number of Meetings Held in 2016: 6	Purpose: to ensure that the Board of Directors is appropriately constituted to meet its fiduciary obligations to shareholders of the Company. Responsibilities of the Nominating and Governance Committee include: • evaluate the size, composition, governance and structure of the Board and the qualifications, compensation and retirement age of directors; • identify, evaluate and propose nominees for election to the Board of Directors; • consider independence and possible conflicts of interest of directors and executive officers and ensuring compliance with applicable laws and NYSE listing standards; • review and oversee of the corporate governance principles for the Company; • review of material related party transactions in accordance with the Company's Related Party Transactions policy; and • assist the Board in fulfilling its responsibility to oversee enterprise risk management, particularly risks in connection with the Company's corporate governance structures and processes and risks related to other primarily nonfinancial matters (for example, business continuity planning).

The Board of Directors has determined that each member of the Nominating and Governance Committee is independent, as defined by the rules of the SEC and the ~~NYSE,~~NYSE's listing standard, as well as independent under the Principles. The Board of Directors has evaluated the performance of the Nominating and Governance Committee consistent with regulatory requirements.

As stated above, the Nominating and Governance Committee evaluates the compensation program for the non-management directors and makes recommendations to the Board regarding their compensation. The Nominating and Governance Committee has retained Pay Governance LLC (“("Pay ~~Governance”~~Governance") as an independent consultant for this purpose. Pay ~~Governance’s~~Governance's responsibilities include providing market comparison data on non-management director compensation at peer companies, tracking trends in non-management director compensation practices, and advising the Nominating and Governance Committee regarding the components and levels of non-management director compensation. The Nominating and Governance Committee is not aware of any conflict of interest on the part of Pay Governance arising from these services or any other factor that would impair Pay ~~Governance’s~~Governance's independence. Executive officers do not play any role in either determining or recommending non-management director compensation.

~~The current~~

Election of Directors (Proxy Item No. 1)

Ten members of our Board are standing for re-election, to hold office until the 2018 annual meeting of shareholders. As a whole, our director nominees possess a variety of important qualifications, skills and attributes, including those set forth below in the following table.

Snapshot of 2017 Director Nominees

Each director must be elected by a majority of the votes cast by the shareholders represented in person or by proxy at the Annual Meeting. A "majority of the votes cast" means that the number of votes cast "for" a director must exceed the number of votes cast "against" that director (with abstentions and broker non-votes not counted as votes cast with respect to that director). In a contested election for director (an election in which the number of nominees for election as director is greater than the number of directors to be elected), the vote standard would be a plurality of votes cast.

In accordance with our By-laws and Corporate Governance Principles, the Board will only nominate director candidates who agree to tender an irrevocable resignation promptly following their failure to receive the required vote for re-election in an uncontested election. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender the same form of resignation promptly following their appointment to the Board.

If an incumbent director fails to receive the required vote for re-election in an uncontested election and submits his or her resignation to the Chairman of the Board or the Corporate Secretary, then the Nominating and Governance Committee ~~are Frank T. MacInnis (Chair), Orlando D. Ashford, Donald DeFosset, Jr., Richard P. Lavin (appointed on August 13, 2015)~~(or the equivalent committee then in existence) shall promptly consider the resignation and ~~Timothy H. Powers. The~~all relevant facts and circumstances concerning any vote and the best interests of the Company and its shareholders. After such consideration, the Nominating and Governance Committee ~~held four meetings during~~will make a recommendation to the ~~2015 fiscal year.~~Board regarding whether the resignation should be accepted or rejected, or whether any other action should be taken. The Board will act on the Committee's recommendation no later than its next regularly scheduled Board meeting (after certification of the shareholder vote) or within 90 days after certification of the shareholder vote, whichever is earlier, and the Board will promptly publicly disclose its decision and the reasons for its decision.

Each nominee elected as a director will continue in office until the earlier of the 2018 annual meeting of shareholders, his or her successor having been duly elected and qualified, or his or her death, resignation or removal.

The 10 nominees for election to the Board in 2017 have agreed to serve if elected, and management has no reason to believe that such nominees will be unavailable to serve. In the event that any of the nominees is unable or declines to serve as a director at the time of the Annual Meeting, then the persons named as proxies may vote for a substitute nominee chosen by the present Board to fill the vacancy. Alternatively, the Board may reduce the size of the Board of Directors. The individuals named as proxies in the proxy card intend to vote the proxy (if you are a shareholder of record) FOR the election of each of these nominees, unless you indicate otherwise on the proxy card.

One of our current directors, Mr. D'Aloia, will retire from the Company's Board effective May 10, 2017, which is the end of his term, in accordance with the requirement in the Corporate Governance Principles that no director shall stand for reelection after he or she has reached the age of 72.

The principal occupation and certain other information about the nominees is set forth on the following pages.

2610

~~2015 Non-Management~~



	Orlando D. Ashford President of Holland America Line	Career Orlando D. Ashford has served as the President of Holland America Line, a division of Carnival Corporation, since December 2014. Previously, Mr. Ashford was the President of the Talent business segment at Mercer, a global consulting leader and subsidiary of Marsh & McLennan Companies ("Marsh"). From 2008 to 2012, Mr. Ashford was the Senior Vice President, Chief Human Resources and Communications Officer for Marsh. Prior to joining Marsh in 2008, Mr. Ashford served as Group Director of Human Resources for Eurasia and Africa for the Coca-Cola Company and as Vice President of Global Human Resources Strategy and Organizational Development for Motorola, Inc. He has also held leadership positions with Mercer Delta Consulting, Ameritech and Andersen Consulting. Mr. Ashford serves on the board of directors for the Executive Leadership Council as Chairman and the Seattle chapter of the Positive Coaching Alliance. He also serves on advisory boards for Purdue University School of Technology and the NFL Players Association. Reasons for Election to the Board of ITT In considering Mr. Ashford for director of the Company, the Board considered his expertise in addressing talent, culture and human capital issues at the executive level, as well as his significant experience in multinational organizations, providing experience and skills relevant to the Company's international sales operations.
Age: 48 Director Since: December 2011 Board Committees: • Compensation & Personnel Committee • Nominating & Governance Committee



	Geraud Darnis Former President & CEO of UTC Building & Industrial Systems	Career Geraud Darnis served as the President & Chief Executive Officer of UTC Building & Industrial Systems, the world's largest provider of high-technology building systems, whose brands include Otis, Carrier, Chubb, Kidde and Automated Logic from September 2013 to December 2015. UTC Building & Industrial Systems is a unit of United Technologies Corporation. Mr. Darnis served as the President and Chief Executive Officer of UTC Climate, Controls and Security from September 2011 to September 2013. In 2001, he served briefly as President of UTC Power before being named President of Carrier, a position he held until 2011 when Carrier and UTC Fire & Security were combined into UTC Climate, Controls & Security. Prior to 2001, Mr. Darnis held a number of general management and financial positions at UTC in Latin America, Europe and Asia. Mr. Darnis also served as a member on the Air-Conditioning, Heating and Refrigeration Institute from 2003 to 2006, including Chairman from November 2004 to November 2005, and then as an advisory member of the Executive Committee from 2007 to 2014. Reasons for Election to the Board of ITT In considering Mr. Darnis for director of the Company, the Board considered his significant management experience as president of a major operating unit at a large global manufacturing company and his wide-ranging expertise in a variety of industries in which the Company operates, including industrial and aerospace.
Age: 57 Director Since: October 2015 Board Committees: • Audit Committee



	Donald DeFosset, Jr. Former Chairman, President & CEO of Walter Industries, Inc.	Career Donald DeFosset, Jr. retired in 2005 as Chairman, President and Chief Executive Officer of Walter Industries, Inc., a diversified public company with principal operating businesses in homebuilding and home financing, water transmission products and energy services. Mr. DeFosset had served since November 2000 as President and Chief Executive Officer, and since March 2002 as Chairman, of Walter Industries. Over his career, Mr. DeFosset held significant leadership positions in major multinational corporations, including Dura Automotive Systems, Inc., a global supplier of engineered systems, Navistar International Corporation and AlliedSignal, Inc. Mr. DeFosset is currently a director of the following public companies: National Retail Properties Inc. since 2008 (Chairman of Governance and Nominating Committee; Compensation Committee); Regions Financial Corporation since 2005 (Chairman of the Compensation Committee; Risk Committee); and Terex Corporation since 1999 (Chairman of the Nominating and Governance Committee; Audit Committee). Mr. DeFosset is also a director of various private companies and not-for-profit organizations. Reasons for Election to the Board of ITT In considering Mr. DeFosset for director of the Company, the Board considered his extensive experience as a chief executive of a large diversified industrial company and as a senior executive of an international machinery manufacturer. His service on the boards of directors of a variety of large public companies further enhances his experience and adds value to the Company's Board.
Age: 68 Director Since: October 2011 Other Public Company Boards: • National Retail Properties Inc. • Regions Financial Corporation • Terex Corporation Board Committees: • Compensation & Personnel Committee • Nominating & Governance Committee



	Nicholas C. Fanandakis Executive Vice President and Chief Financial Officer of E.I. du Pont de Nemours and Company	Career Nicholas C. Fanandakis currently serves as the Executive Vice President and Chief Financial Officer of E. I. du Pont de Nemours and Company. He was appointed to his current position in November 2009 after having served as Group Vice President of DuPont Applied BioSciences in 2008 and the Vice President of Corporate Plans in 2007. Prior to 2007, Mr. Fanandakis served in several positions within the DuPont organization ranging from a variety of plant, marketing and product management positions within Petrochemicals, Chemicals & Pigments, and Specialty Chemicals, as well as in the Industrial Solutions market space. Mr. Fanandakis joined DuPont in 1979 as an accounting and business analyst in the Petrochemicals Department. Mr. Fanandakis is currently a director of the following public company: FTI Consulting, Inc. since January 2014 (Chairman of the Audit Committee). Reasons for Election to the Board of ITT In considering Mr. Fanandakis for director of the Company, the Board considered his significant financial and business experience resulting from holding various management positions at a large public manufacturing company, his overall financial management abilities, including multinational legal, tax and banking expertise, and his experience and knowledge of global industrial markets.
Age: 60 Director Since: October 2016 Other Public Company Boards: • FTI Consulting, Inc. Board Committees: • Audit Committee



	Christina A. Gold Former President & CEO of The Western Union Company	Career Christina A. Gold was President and Chief Executive Officer of The Western Union Company, a leading company in global money transfer, from September 2006 to September 2010. She was President of Western Union Financial Services, Inc. and Senior Executive Vice President of First Data Corporation, former parent company of The Western Union Company, from May 2002 to September 2006. Prior to that, Ms. Gold served as Vice Chairman and Chief Executive Officer of Excel Communications, Inc., from October 1999 to May 2002. From 1998 to 1999, Ms. Gold served as President and CEO of Beaconsfield Group, Inc., a direct selling advisory firm that she founded. Ms. Gold began her career in 1970 at Avon Products, Inc., where she spent 28 years in a variety of significant leadership positions. She currently serves on the board of Carleton University. Ms. Gold is currently a director of the following public companies: International Flavors & Fragrances, Inc. since 2013 (Compensation Committee; Governance Committee) and Korn/Ferry International since 2014 (Compensation and Personnel Committee; Governance Committee). Ms. Gold has also served as a director since 2001 of New York Life Insurance Company and currently serves on the board of the Safe Water Network. Reasons for Election to the Board of ITT In considering Ms. Gold for director of the Company, the Board considered her extensive experience as the Chief Executive Officer of a public company with wide ranging global leadership, management and marketing experience. The Board also considered her long history as a director and extensive knowledge of the Company, its operations and its people.
Age: 69 Director Since: December 1997 Other Public Company Boards: • International Flavors & Fragrances, Inc. • Korn/Ferry International Former Public Company Boards: • Exelis Inc. (2011-2013) Board Committees: • Compensation & Personnel Committee (Chair) • Audit Committee



	Richard P. Lavin Former President & CEO of Commercial Vehicle Group, Inc.	Career Richard P. Lavin was Chief Executive Officer and President of Commercial Vehicle Group, Inc., a leader in the development, manufacturing and fulfillment of fully integrated system solutions for the commercial vehicle market from May 2013 to November 2015. Prior to joining Commercial Vehicle Group, Mr. Lavin spent 29 years in a variety of positions with Caterpillar Inc., including as Vice President of manufacturing operations for the Asia Pacific Division, serving as Chairman of Shin Caterpillar Mitsubishi Ltd. (SCM) — now Caterpillar Japan Ltd. (CJL) — and Chairman of Caterpillar (China) Investment Co., Ltd, and as a group president for Construction Industries and Growth Markets. Mr. Lavin is currently a director of the following public companies: USG Corporation since 2009 (Chairman of the Compensation Committee; Finance Committee) and Allison Transmission Holdings, Inc. since 2016 (Compensation Committee). Reasons for Election to the Board of ITT In considering Mr. Lavin for director of the Company, the Board considered his experience overseeing Caterpillar Inc.'s largest operating division and extensive international experience through overseeing that company's operations in China, India, Japan and the Asia-Pacific region. In addition, Mr. Lavin has a diverse legal and human resources background, having served as director of Corporate Labor and Human Relations and director of Compensation and Benefits, as well as the Vice President of Caterpillar's Human Services Division.
Age: 65 Director Since: May 2013 Other Public Company Boards: • USG Corporation • Allison Transmission Holdings, Inc. Former Public Company Boards: • Commercial Vehicle Group, Inc. (2013-2015) Board Committees: • Compensation & Personnel Committee • Nominating & Governance Committee



	Frank T. MacInnis Former CEO of EMCOR Group, Inc.	Career Frank T. MacInnis was Chief Executive Officer of EMCOR Group, Inc., one of the world's largest providers of electrical and mechanical construction services, energy infrastructure and facilities services, from 1994 to 2011 and Chairman of the Board from 1994 to 2013. Throughout his career Mr. MacInnis has managed construction and operations all over the world, including in Tehran, Baghdad, Bangkok, the United Arab Emirates, London, the United States and Canada. Mr. MacInnis is also a director of various private companies and not-for-profit organizations. Reasons for Election to the Board of ITT In considering Mr. MacInnis for director of the Company, the Board considered his more than 25 years of broad-based experience as a chief executive officer of a leading, publicly held, international mechanical and electrical construction, energy infrastructure and facilities services provider. The Board also considered his experiences on the boards of various other public companies, his leadership and insights in many of the commercial and defense markets served by the Company, as well as his background in corporate governance, finance and accounting, legal, strategy and risk management. The Board also considered his long history as a director and extensive knowledge of the Company, its operations and its people.
Age: 70 Director Since: October 2001 Chairman Since: October 2011 Former Public Company Boards: • EMCOR Group, Inc. (1994-2015) • The Williams Companies, Inc. (1998-2016) Board Committees: • Nominating & Governance Committee (Chair)



	Rebecca A. McDonald Former CEO of Laurus Energy Inc.	Career Rebecca A. McDonald retired in July 2012, having served since December 2008 as Chief Executive Officer of Laurus Energy Inc., a company involved in underground coal gasification development. She previously served as President, Gas and Power, BHP Billiton from March 2004 to September 2007, and, from October 2001 to January 2004, she served as President of the Houston Museum of Natural Science. Ms. McDonald has more than 25 years of experience in the energy industry. She has been responsible for the development, construction and operation of natural gas and liquids pipelines, gas and electricity distribution companies, as well as power plant and gas processing facilities in North America, Asia, Africa and South America. Ms. McDonald is currently a director of the following public company: Veresen Inc. since 2008 (Audit Committee; Environment, Health & Safety Committee). Reasons for Election to the Board of ITT In considering Ms. McDonald for director of the Company, the Board considered her significant expertise in the oil and gas industry, as well as her executive-level experience and extensive knowledge of business systems and operations. The Board also considered her experience as a director of a variety of public and private companies within the energy industry.
Age: 64 Director Since: December 2013 Other Public Company Boards: • Veresen Inc. Former Public Company Boards: • Aggreko plc (2001-2015) • Granite Construction Incorporated (1994-2015) • CRH public limited company (2015-2016) Board Committees: • Compensation & Personnel Committee • Audit Committee



	Timothy H. Powers Former Chairman, President and CEO of Hubbell Incorporated	Career Timothy H. Powers was the Chairman, President and Chief Executive Officer of Hubbell Incorporated from 2004 to 2013. He was appointed to the position of Chairman after having served as the President and Chief Executive Officer of Hubbell from 2001 to 2004 and as the Senior Vice President and Chief Financial Officer from 1998 to 2001. Mr. Powers also served as Executive Vice President, Finance and Business Development Americas Region at ABB, Inc. and as Vice President and Corporate Controller for BBC Brown Boveri, Inc. Mr. Powers is currently a director of the following public company: WestRock Company (formerly MeadWestvaco Corporation) since 2006 (Audit Committee; Compensation Committee). In addition, Mr. Powers served as a director of the National Electric Manufacturers Association and as a trustee for Manufacturers Alliance for Productivity and Innovation until 2013. Reasons for Election to the Board of ITT In considering Mr. Powers for director of the Company, the Board considered his significant experience as a Chief Executive Officer and finance officer in global manufacturing and engineering companies. The Board also considered his experience in the areas of management, strategic planning, and mergers and acquisitions in the manufacturing industry.
Age: 68 Director Since: February 2015 Other Public Company Boards: • WestRock Company Former Public Company Boards: • Hubbell Incorporated (2004-2014) Board Committees: • Audit Committee (Chair) • Nominating & Governance Committee



	Denise L. Ramos CEO and President, ITT Inc.	Career Denise L. Ramos was appointed Chief Executive Officer, President and a director of the Company in October 2011. She previously served as Senior Vice President and Chief Financial Officer of the Company since 2007. Prior to joining the Company, Ms. Ramos served as Chief Financial Officer for Furniture Brands International from 2005 to 2007. From 2000 to 2005, Ms. Ramos served as Senior Vice President and Corporate Treasurer at Yum! Brands, Inc. and Chief Financial Officer for the U.S. division of KFC Corporation. Ms. Ramos began her career in 1979 at Atlantic Richfield Company (ARCO), where she had more than 20 years of business and financial experience serving in a number of increasingly responsible finance positions, including Corporate General Auditor and Assistant Treasurer. Ms. Ramos is currently a director of the following public company: Phillips 66, since 2016 (Audit and Finance Committee; Nominating & Governance Committee; Public Policy Committee). She serves on the Board of Trustees for the Manufacturers Alliance for Productivity and Innovation and is also a member of the Business Roundtable and the Business Council. Ms. Ramos was included in the Top 100 CEO Leaders in Science, Technology, Engineering and Math publication by STEMconnector, she received a Distinguished Leadership Award from the New York Hall of Science and she was named to Fortune magazine's 2014 Top People in Business. Reasons for Election to the Board of ITT In considering Ms. Ramos for director of the Company, the Board considered Ms. Ramos' unique background which combines more than two decades in the oil and gas industry with significant retail and customer-centric experience. The Board also considered her extensive operational and manufacturing experience with industrial companies and, in particular, her intimate knowledge of the Company's business and operations having served as its Chief Financial Officer from 2007 to 2011 and as its Chief Executive Officer since 2011.
Age: 60 Director Since: October 2011 Other Public Company Boards: • Phillips 66 Former Public Company Boards: • Praxair Inc. (2014-2016)

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote FOR the election of the 10 nominees listed above as directors. Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the election of the 10 nominees listed above as directors.

Ratification of Appointment of the Independent Registered Public Accounting Firm (Proxy Item No. 2)

The table below represents the 2015 compensation for our non-management directors. As discussed in more detail in the narrative following the table, all non-management directors receive the same cash fees and stock awards for their service, which consists of a $100,000 annual cash retainer and an annual RSU award with a value of $90,000, exceptAudit Committee is directly responsible for the ~~following: Mr. MacInnis, as Non-Executive Chairman, received an additional $62,500 cash payment~~appointment, compensation, retention and ~~an additional RSU award with a value~~oversight of ~~$62,500; Mr. D’Aloia as~~the Company's independent registered public accounting firm. To execute this responsibility, the Audit Committee Chair, received an additional $15,000 cash payment; and Ms. Gold as Compensation and Personnel Committee Chair, received an additional $10,000 cash payment. As a management director, Ms. Ramos does not receive compensation for Board service.

~~Compensation is paid to non-management directors~~engages in a ~~lump sum following~~comprehensive annual evaluation of the ~~annual meeting at which they are elected. Non-management directors who join~~independent registered public accounting firm's qualifications, performance and independence and whether the independent registered public accounting firm should be rotated, and considers the potential impact of selecting a different independent registered public accounting firm.

The Audit Committee has selected, and the Board of Directors has ratified the selection of, Deloitte & Touche LLP ("Deloitte") to serve as our independent registered public accounting firm for 2017. Deloitte has served as the Company's independent registered public accounting firm since 2002. In accordance with SEC rules and Deloitte policies, audit partners are subject to rotation requirements which limit the number of consecutive years an individual partner may provide service to our Company. For lead and concurring audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of the Company's lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full committee and with management.

The Audit Committee and Board of Directors believe that the continued retention of Deloitte as our independent registered public accounting firm is in the best interest of the Company and our shareholders, and we are asking our shareholders to ratify the selection of Deloitte as our independent registered public accounting firm for 2017. Although ratification is not required by our By-laws or otherwise, the Board is submitting the selection of Deloitte to our shareholders for ratification because we value our shareholders' views on the Company's independent registered public accounting firm and as a matter of good corporate practice. In the event that our shareholders fail to ratify the selection, it will be considered a recommendation to the Board of Directors and the Audit Committee to consider the selection of a different firm. In addition, even if shareholders ratify the selection of Deloitte, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the ~~course~~year if it determines that such a change would be in the best interests of the Company and our shareholders.

Deloitte is a ~~year receive their compensation promptly following their election,~~registered public accounting firm regulated by the Public Company Accounting Oversight Board (the "PCAOB"). Representatives of Deloitte attended all regularly scheduled meetings of the Audit Committee during 2016. The Audit Committee discussed with the independent registered public accounting firm all communications required by auditing standards of the PCAOB. In addition, the committee discussed with the registered public accounting firm its independence from the Company and its management. The Audit Committee annually reviews and considers Deloitte's performance of the Company's audit. Performance factors reviewed include Deloitte's:



•	independence	•	leadership
•	experience	•	non-audit services
•	technical capabilities	•	management structure
•	client service assessment	•	peer review program
•	responsiveness	•	commitment to quality report
•	financial strength	•	appropriateness of fees charged
•	industry insight	•	compliance and ethics program

The Audit Committee also reviewed the terms and conditions of Deloitte's engagement letter including an agreement between the Company and Deloitte to submit disputes between Deloitte and the Company to a dispute resolution process.

The Audit Committee discussed the engagement letter, as well as Deloitte's fees and services with Deloitte and Company management. The Audit Committee also determined that any non-audit services (services other than those described in ~~amounts that are pro-rated~~the annual audit services engagement letter) provided by Deloitte were permitted under the rules and regulations concerning auditor independence promulgated by the SEC and rules promulgated by the PCAOB. Representatives of Deloitte will be present at the Annual Meeting to ~~reflect their partial year~~answer questions. Representatives of ~~service on~~Deloitte also will have the ~~Board. Non-management directors may also choose~~opportunity to ~~defer receipt of either or both of their cash retainer and equity retainer. The grant date fair value of stock awards granted~~make a statement if they desire to ~~non-management directors in 2015 is provided in footnote (2)~~do so.

Independent Registered Public Accounting Firm Fees. Aggregate fees billed to the ~~table below. Stock awards are composed of RSUs.~~Company for the fiscal years ended December 31, 2016 and 2015 represent fees billed by Deloitte and its foreign affiliates.

Name
Fees Earned or Paid in Cash⁽¹⁾
Stock
Awards⁽²⁾
Total
Orlando D. Ashford $ 100,000
$ 90,009
$ 190,009
G. Peter D’Aloia 115,000
90,009
205,009
Geraud Darnis⁽³⁾
66,667
60,013
126,680
Donald DeFosset, Jr. 100,000
90,009
190,009
Christina A. Gold 110,000
90,009
200,009
Richard P. Lavin 100,000
90,009
190,009
Frank T. MacInnis 162,500
152,531
315,031
Rebecca A. McDonald 100,000
90,009
190,009
Timothy Powers⁽⁴⁾
125,000
112,510
237,510



Fiscal Year Ended (in thousands)	2016		2015
Audit Fees⁽¹⁾	$	3,745	$	4,075
Audit-Related Fees⁽²⁾	139		105
Tax Fees:⁽³⁾
Tax Compliance Services	333		116
Tax Planning Services	138		501
Total Tax Services (sum of Tax Fees)	471		617
All Other Fees	—		—
Total	$	4,355	$	4,797


(1)	Fees ~~may be paid~~for audit services billed in cash at the time they are earned, or deferred, at the election of the director. Non-management directors may irrevocably elect deferral into an interest-bearing cash account or into the ITT Corporation Stock Fund, which is a tracking fund that invests in Company stock.2016 and 2015 consisted of:

audit of the Company's annual financial statements and internal control over financial reporting;

reviews of the Company's quarterly financial statements;

statutory and regulatory audits, consents and other services related to SEC matters; and

financial accounting and reporting consultations.


(2)	~~Awards are made~~Fees for audit-related services billed in ~~RSUs~~2016 and ~~they reflect a grant date fair value computed in accordance with GAAP. The grant date fair value~~2015 consisted of ~~the RSUs granted on May 8, 2015, the date of the Company’s 2015 annual meeting, was $90,009. The closing price of ITT stock on that date was $41.46.~~miscellaneous attest services.

(3)

~~Mr. Darnis was elected to the Board~~Fees for tax services billed in 2016 and 2015 consisted of ~~Directors on October 20, 2015~~tax compliance and ~~therefore he received compensation that was pro-rated to reflect his partial year of service on the Board for the 2015-2016 director term. He was paid cash of $66,667~~tax planning and ~~was granted RSUs on October 20, 2015 with a grant date fair value of $60,013 on the grant date. The closing price of ITT stock on that date was $36.46.~~advice:

Tax compliance services are services rendered, based upon facts already in existence or transactions that have already occurred, to document, compute and obtain government approval for amounts to be included in tax filings consisting primarily of:


◦	federal, foreign, state and local income tax return assistance;


~~(4)~~◦	~~Mr. Powers was elected~~Internal Revenue Code and foreign tax code technical consultations; and


◦	transfer pricing analyses.

Tax planning services are services and advice rendered with respect to proposed transactions or services that alter the structure of a transaction to obtain an anticipated tax result. Such services consisted primarily of tax advice related to intra-group restructuring.

Pre-Approval of Audit and Non-Audit Services. The Audit Committee pre-approves audit services provided by Deloitte. The Audit Committee has a policy on pre-approval of permitted non-audit services provided by Deloitte. The purpose of the policy is to identify thresholds for services, project amounts and circumstances where Deloitte may perform permitted non-audit services. A second level of review and approval by the Audit Committee is required when such permitted non-audit services, project amounts or circumstances exceed the specified amounts.

The Audit Committee has determined that, where practical, all permitted non-audit services shall first be placed for competitive bid prior to selection of a service provider. Management may select the party deemed best suited for the particular engagement, which may or may not be Deloitte. The policy is reviewed and reaffirmed on a regular basis to assure conformance with applicable rules.

The Audit Committee has approved specific categories of audit, audit-related and tax services incremental to the normal auditing services, which Deloitte may provide without further Audit Committee pre-approval. These categories include, among others, the following:


1.	Due diligence, closing balance sheet audit services, purchase price dispute support and other services related to mergers, acquisitions and divestitures;


2.	Employee benefit advisory services, independent audits and preparation of tax returns for the Company's defined contribution, defined benefit and health and welfare benefit plans, preparation of the associated tax returns or other employee benefit advisory services;


3.	Tax compliance and certain tax planning and advice work; and


4.	Accounting consultations and support related to U.S. generally accepted accounting principles ("GAAP").

The Audit Committee has also approved specific categories of audit-related services, including the assessment and review of internal controls and the effectiveness of those controls, which outside internal audit service providers may provide without further approval.

If fees for any pre-approved non-audit services provided by either Deloitte or any outside internal audit service provider exceed a pre-determined threshold during any calendar year, any additional proposed non-audit services provided by that service provider must be submitted for second-level approval by the Audit Committee. Other audit, audit-related and tax services which have not been pre-approved are subject to specific prior approval. The Audit Committee reviews the fees paid or committed to Deloitte during regularly scheduled meetings and at other times as necessary.

The Company has policies and procedures in place prohibiting, in some cases, employment of former Deloitte employees who were members of the audit engagement team.

Recommendation of the Board of Directors ~~on February 26, 2015 and therefore he received compensation that was pro-rated~~

The Board of Directors unanimously recommends a vote FOR the ratification of Deloitte to ~~reflect his partial year of service on~~serve as the ~~Board~~Company's independent registered public accounting firm for the ~~2014-2015 director term. He was paid cash~~2017 fiscal year. Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the ratification of $25,000 and was granted RSUs on February 26, 2015 with a grant date fair value of $22,501 on the grant date. The closing price of ITT stock on that date was $41.21. He also received the compensation described in footnote (1) and (2) for service related to the 2015-2016 director term.Deloitte.

~~Non-Management Director Stock Awards and Option Awards Outstanding at December 31, 2015 Fiscal Year-End~~

Non-Management Director Name
Stock
Awards
Option Awards
Orlando D. Ashford 2,171
—
G. Peter D’Aloia 9,536
—
Geraud Darnis 1,646
—
Donald DeFosset, Jr. 4,390
—
Christina A. Gold 20,308
—
Richard P. Lavin 2,171
—
Frank T. MacInnis 15,750
1,430
Rebecca A. McDonald 2,171
—
Timothy Powers 2,171
—

Outstanding stock awards include unvested RSUs granted under the 2011 Plan and vested but deferred restricted shares and RSUs granted under the 2011 Plan, the ITT 1996 Restricted Stock Plan for Non-Employee Directors and the Amended and Restated 2003 Equity Incentive Plan. RSUs granted to non-management directors vest one business day prior to the next annual meeting. Unvested RSUs do not earn dividends or carry voting rights while unvested, however dividend equivalents are accrued during this period and are paid out in cash following vesting of the award.

ITT reimburses directors for expenses they incur to travel to and from Board, Committee and shareholder meetings and for other Company-business related expenses (including travel expenses of spouses if they are specifically invited to attend an event for appropriate business purposes).

~~Non-Management Director Share Ownership Guidelines.~~ ITT’s share ownership guidelines currently provide for non-management directors to achieve share ownership levels of five times the annual base cash retainer amount within five years of joining the Board. Non-management directors receive a portion of their retainer in RSUs, which are paid in shares when the RSUs vest. Non-management directors are required to hold such shares until their total share ownership meets or exceeds the ownership guidelines. Both the guidelines, and compliance with the guidelines, are monitored periodically. All non-management directors with at least one full year of service on the Board of Directors own stock in the Company. Directors are also subject to the Company’s policy prohibiting hedging and speculative trading in and out of the Company’s securities, including short sales and leverage transactions, such as puts, calls, and listed and unlisted options. The Company also prohibits directors from pledging Company securities as collateral for a loan.

~~Indemnification and Insurance.~~ As permitted by its By-laws, ITT indemnifies its directors to the full extent permitted by law and maintains insurance to protect the directors from liabilities, including certain instances where ITT could not otherwise indemnify them. All directors are covered under a non-contributory group accidental death and dismemberment policy that provides each of them with $1,000,000 of coverage. They may elect to purchase additional coverage under that policy. Non-management directors also may elect to participate in an optional non-contributory group life insurance plan that provides $100,000 of coverage.

Audit Committee Report

Role of the Audit Committee. The Audit Committee of the Board of Directors provides oversight on matters relating to the ~~Company’s~~Company's financial reporting process and ensures that the Company develops and maintains adequate financial controls and procedures, and monitors compliance with these processes. This includes responsibility for, among other things:

determination of qualifications and independence of Deloitte, the ~~Company’s~~Company's independent registered public accounting firm;

appointment, compensation and oversight of Deloitte in preparing or issuing audit reports and related work;

review of financial reports and other financial information provided by the Company, its systems of internal accounting and financial controls, and the annual independent audit of the ~~Company’s~~Company's financial statements;

oversight and review of procedures developed for consideration of accounting, internal accounting controls and auditing-related complaints;

review of the ~~Company’s~~Company's policies with respect to risk assessment, risk management and the ~~Company’s~~Company's major financial risk exposures;

monitoring all elements of the ~~Company’s~~Company's internal control over financial reporting; and

adoption of and monitoring the implementation and compliance with the ~~Company’s~~Company's Non-Audit Services Policy.

The Audit Committee also has oversight responsibility for confirming the scope and monitoring the progress and results of internal audits conducted by the ~~Company’s~~Company's internal auditor. The Audit Committee discussed with the ~~Company’s~~Company's internal auditors and Deloitte the plans for their respective audits. The Audit Committee met with the internal auditors and Deloitte, with and without management present, and discussed the results of their examinations, their evaluation of the ~~Company’s~~Company's internal controls, and the ~~Company’s~~Company's financial reporting.

The ~~Company’s~~Company's management has primary responsibility for the financial statements, including the ~~Company’s~~Company's system of disclosure and internal controls. The Audit Committee may investigate any matter brought to its attention. In that regard, the Audit Committee has full access to all books, records, facilities and personnel of the Company, and the Audit Committee may retain outside counsel, auditors or other independent experts to assist the Committee in performing its responsibilities. Any individual may also bring matters to the Audit Committee by following the procedures set forth in this Proxy Statement under the heading ~~“Communication~~"Communication with the Board of ~~Directors.”~~Directors."

Audit Committee Charter. The Board of Directors has adopted a written charter for the Audit Committee, which the Board of Directors and the Audit Committee review, and at least annually update and reaffirm. The charter sets out the purpose, membership and organization, and key responsibilities of the Audit Committee.

Regular Review of Financial Statements. During ~~2015,~~2016, the Audit Committee reviewed and discussed the ~~Company’s~~Company's audited financial statements with management. The Audit Committee, management and Deloitte reviewed and discussed the ~~Company’s~~Company's unaudited financial statements before the release of each ~~quarter’s~~quarter's earnings report and filing on Form 10-Q, and the ~~Company’s~~Company's audited financial statements before the annual earnings release and filing on Form 10-K.

Communications with Deloitte. The Audit Committee has reviewed and discussed with management and Deloitte the matters required to be discussed under the standards of the PCAOB. These discussions included ~~Deloitte’s~~Deloitte's responsibilities under generally accepted auditing standards in the United States, significant accounting policies and management judgments, the quality of the ~~Company’s~~Company's accounting principles and accounting estimates. The Audit Committee met privately with Deloitte eight times during ~~2015.~~2016.

Independence of Deloitte. Deloitte is directly accountable to the Audit Committee and the Board of Directors. The Audit Committee has received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding ~~Deloitte’s~~Deloitte's communications with the Audit Committee concerning independence and has discussed with Deloitte their independence from management and the Company, any disclosed relationships and the impact of those relationships on ~~Deloitte’s~~Deloitte's independence.

Recommendation Regarding Annual Report on Form 10-K. In performing its oversight function with regard to the ~~2015~~2016 financial statements, the Audit Committee relied on financial statements and information prepared by the ~~Company’s~~Company's management. It also relied on information provided by the internal audit staff as well as Deloitte. The Audit Committee reviewed and discussed with management the ~~Company’s~~Company's audited financial statements as of and for the year ended December 31, ~~2015.~~2016. Based on these discussions, and the information received and reviewed, the Audit Committee recommended to the ~~Company’s~~Company's Board of Directors that the ~~Company’s~~Company's financial statements be included in the ~~Company’s 2015~~Company's 2016 Annual Report on Form 10-K.

This report is furnished by the members of the Audit Committee.



• G. Peter ~~D’Aloia (Chair)~~D'Aloia	• Geraud Darnis	~~Timothy H. Powers~~• Nicholas C. Fanandakis
• Christina A. Gold	• Rebecca A. McDonald	• Timothy H. Powers (Chair)

Advisory Vote to Approve Executive Compensation ~~and Personnel Committee Report~~

~~ITT’s Compensation and Personnel Committee is responsible for~~(Proxy Item No. 3)

In accordance with the ~~overall design and governance~~requirements of Section 14A of the ~~Company’s~~Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to shareholder vote to approve, in a non-binding vote, the compensation of our named executive compensation program, senior leadership development and talent management programs. The Compensation and Personnel Committee’s primary objective is to establish a competitive executive compensation program that clearly links executive compensation to business performance and shareholder return. The Compensation and Personnel Committee considers and monitors appropriate risk factorsofficers as defined by the SEC in ~~structuring compensation to discourage unnecessary~~Item 402 of Regulation S-K (the "Named Executive Officers" or ~~excessive risk-taking behaviors and encourage long-term value creation.~~

~~Recommendation Regarding~~"NEOs") as disclosed later in this Proxy Statement in the Compensation Discussion and ~~Analysis~~Analysis. The following resolution will be submitted for a shareholder vote at the Annual Meeting:

~~In performing its governance function, with regard~~"RESOLVED, that the shareholders of ITT Inc. (the "Company") approve, on an advisory basis, the compensation of the Company's Named Executive Officers, as disclosed in the Company's Proxy Statement for the 2017 Annual Meeting of Shareholders pursuant to Item 402 of the Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures."

In considering their vote, shareholders may wish to review with care the information on the Company's compensation policies and decisions regarding the NEOs presented in this Proxy Statement in the Compensation Discussion and Analysis.

In particular, shareholders should note that the Company's Compensation and Personnel Committee ~~relied~~bases its executive compensation decisions on ~~statements~~the following:

alignment of executive and ~~information prepared~~shareholder interests by providing incentives linked to earnings per share, adjusted cash flow, operating margin and revenue performance;

the ~~Company’s management. It also relied~~ability for executives to achieve long-term shareholder value creation without undue business risk;

creating a clear link between an executive's individual contribution and performance and his or her compensation;

the extremely competitive nature of the industries in which we operate and our need to attract and retain the most creative and talented industry leaders; and

comparability to the practices of peers in the industries that we operate in and other comparable companies generally.

The vote on ~~information provided by Pay Governance. The Compensation and Personnel Committee reviewed and discussed~~this resolution is not intended to address any specific element of compensation; rather, the ~~Compensation Discussion and Analysis included~~vote relates to the compensation of our NEOs, as described in this Proxy Statement in accordance with ~~management. Based on this~~the SEC's compensation disclosure rules.

The Board values the opinions of the Company's shareholders as expressed through their votes and other communications. This vote is advisory in nature and non-binding; however, the Board will review and ~~discussion,~~consider the ~~Compensation~~shareholder vote when determining executive compensation. The current frequency of non-binding advisory votes on executive compensation is an annual vote, and ~~Personnel Committee recommended to the Company’s Board of Directors~~we anticipate that the ~~Compensation Discussion and Analysis~~next vote will be ~~included in the Company’s 2015 Annual Report on Form 10-K and this Proxy Statement.~~

~~This report is furnished by the members of the Compensation and Personnel Committee.~~

at next year's annual meeting.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends a vote FOR the advisory resolution approving the compensation of the Company's Named Executive Officers as described in this Proxy Statement. Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR this management proposal.

Advisory Vote on the Frequency of Future Shareholder Votes on Executive Compensation (Proxy Item No. 4)

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in this Proxy Statement a separate proposal for shareholders to recommend, in a non-binding vote, whether a non-binding shareholder vote to approve the compensation of our named executive officers (Proposal No. 3 in this Proxy Statement) should occur every one, two or three years.

In considering their vote, shareholders may wish to review with care the information presented in connection with Proposal No. 3, as well as the information on the Company's compensation policies and decisions regarding the named executive officers presented in the Compensation Discussion and Analysis.

We believe that a shareholder vote on executive compensation should occur every year. We believe the one-year frequency provides the highest level of accountability and communication by enabling shareholders to express their approval of our executive compensation program when the most recent executive compensation information is presented in our proxy statement. In particular, because the Compensation Discussion and Analysis is typically limited to compensation decisions that relate to the most recently completed fiscal year, shareholders may lack sufficient context to evaluate multiple years of compensation decisions if the vote were to occur less often than annually.

We also believe that providing the vote only every two or three years may prevent shareholders from communicating in a meaningful manner. For example, we may not know whether the shareholder vote approves or disapproves of compensation for the reporting period or the compensation for previous reporting periods or both. As a result, the implications of the shareholder vote could be difficult to discern.

If we continue to hold an annual advisory vote on executive compensation, we will present a resolution subject to a non-binding shareholder vote to approve the compensation of our named executive officers in the proxy materials for our 2018 annual meeting of shareholders. Such resolution will correspond to the resolution set forth in this Proxy Statement and in each of our annual meeting proxy statements since 2011.

For the reasons stated above, the Board of Directors is recommending a vote for a one-year frequency for the non-binding shareholder vote to approve the compensation of our named executive officers. Note that shareholders are not voting to approve or disapprove the recommendation of the Board of Directors with respect to this proposal. Instead, each proxy card provides for four choices with respect to this proposal: a one, two, or three-year frequency or shareholders may abstain from voting on this proposal.

Your vote on this proposal will be non-binding on us and the Board of Directors, and it will not be construed as overruling a decision by us or the Board of Directors. Your vote will not create or imply any change to our fiduciary duties or create or imply any additional fiduciary duties for us or the Board of Directors. However, the Board of Directors values the opinions that our shareholders express in their votes and will consider the outcome of the vote when making future decisions on the inclusion of such proposals in the proxy materials.


~~Christina A. Gold (Chair)~~	~~Donald DeFosset, Jr.~~	~~Rebecca A. McDonald~~
~~Orlando D. Ashford~~Recommendation of the Board of Directors
~~Richard P. Lavin~~	The Board of Directors recommends that you vote ONE YEAR with respect to how frequently a non-binding shareholder vote to approve the compensation of our named executive officers should occur. Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR a frequency of ONE YEAR.

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Compensation Discussion and Analysis

Executive Summary

~~In 2015,~~Business Environment and Financial Results. During 2016, we ~~continued to focus on building and implementing our sustainable growth model for the future. Our 2015 financial results reflected strong net operating productivity and effective cost containment in~~faced a challenging ~~macroeconomic~~market environment ~~which included declining~~in many of our key end markets. Weakness in the global oil ~~and~~& gas, ~~markets, weaker than expected~~mining and general industrial markets reduced revenue from our Industrial Process and Interconnect Solutions business segments by 21%. We benefited from a diversified portfolio and partially offset these market challenges through aggressive cost management and growth and share gains in the ~~negative impacts~~automotive brake pad market, including incremental benefit from our 2015 acquisition of ~~foreign exchange.~~Wolverine Advanced Materials.

Our ~~2015 business performance~~2016 GAAP financial results include the following:

Revenue declined 3% to $2.4B,

Operating margin declined 450 basis points to 10.8%, and

Earnings per share (EPS) was ~~as follows:~~$2.02.


▪	~~Revenue down 6% to $2.5 billion and organic revenue down 1%,~~


▪	~~GAAP operating income increased 43% and adjusted operating income was up 9% excluding foreign exchange,~~


▪	~~Adjusted EPS increased 3% to $2.55, up 13% excluding foreign exchange, and~~


▪	~~Record adjusted operating income margins of 12.8%.~~

~~Over the past three years, our~~Despite financial headwinds, we delivered 8% total shareholder ~~returns have significantly outpaced the S&P 400 Capital Goods Index, of which ITT is a member.~~

~~During 2015,~~return in 2016, and we continued to make ~~significant~~ investments in the future of our ~~people, focusing on talent management~~business, as reflected by our acquisition of Axtone Railway Components, which was announced in November 2016 and ~~building capabilities~~completed in January 2017. We also continue to ~~grow and develop leaders internally. These personnel investments will enable the Company to identify and develop leaders with a greater~~ focus on ~~effective succession planning. These efforts, combined with the work started in 2013 on creating~~human capital by driving a healthy, high performing culture ~~will allow~~and focusing on our people, enabling our leaders to drive the ~~Company to focus its investment on leaders that will help drive and execute the Company’s~~Company's strategy in the years to come.

~~In this Compensation Discussion~~

Our Commitment to Pay for Performance Alignment. We have designed our compensation programs to align the pay of our senior executives with both our short-term and ~~Analysis, we explain~~long-term financial results and the ~~Compensation and Personnel Committee’s~~performance of our stock.

Our annual advisory vote on executive compensation ~~philosophy, identify~~("Say on Pay") has received an average of 97% support over the last four years. We believe this support affirms our program design and our pay for performance ~~objectives~~approach.

The majority of pay for our CEO and other NEOs is 'at risk' and impacted by our financial results and stock price.

The Impact of Business Results on Our 2016 Incentive Plans. As a result of our below target financial performance, on average, our incentive plans paid out below target.

Our CEO received an annual incentive plan (AIP) payout that was 80.5% of target and the average payout to our other NEOs was 75%.

The 2014-2016 performance unit (long-term incentive) awards had a zero payout.

The Impact of Business Results on CEO Realized Pay. We believe that the Summary Compensation Table (the "SCT") should be supplemented with realized CEO pay because long-term incentive awards are valued based on accounting rules rather than the actual value of the shares vested or realized by the CEO.

The chart below shows the alignment between the actual pay received by our CEO and the Company's three-year shareholder returns. In 2015, our three-year TSR (representing total shareholder returns for the period 2013-2015) was +55%. In 2016, our three-year TSR (representing total shareholder returns for the period 2014-2016) was -11%. Realized pay decreased from 2015 to 2016 due to the zero payout of the 2014-2016 performance unit awards and the below target payout of the 2016 AIP.

Target pay for each calendar year includes: annual salary + AIP award at target payout + the grant date fair value of ~~our NEOs, describe all elements~~long-term incentive (LTI) awards granted during the year.

Realized pay for each calendar year includes: annual salary + actual AIP payout + the value of LTI awards as of the ~~Company’s executive compensation program, and explain why~~vesting date, that vested during the year (which were granted three years ago).

Explanation of the Pay Decisions for Our CEO. In the first quarter of each year, the Compensation and Personnel Committee ~~selected each compensation component.~~meets to determine CEO pay decisions for base salary, annual incentive plan and LTI award grants reflecting both prior year performance and appropriate positioning versus the representative peer group described on page 25. The ~~Compensation Discussion~~following table displays the decisions made during 2016 and Analysis should be read in conjunction with our tabular disclosures regarding the compensation of our NEOs for 2015, which can be found elsewhere in this Proxy Statement under the heading “Compensation Tables.”2017.

~~What is new for 2015?~~

As we considered 2015 and 2016 executive compensation design, we were mindful of the Company’s advisory votes on executive compensation in the last three years, which resulted in 94%, 95% and 95%, respectively, of shareholder votes cast in favor of our advisory proposals.

~~We remain committed to continuing the best pay practices and pay-for-performance approach to executive compensation that has resulted in consistently high positive vote percentages.~~

In August 2015, the Compensation and Personnel Committee approved the elimination of the automobile allowance for NEOs and certain other executives based in the U.S., effective January 1, 2016. This decision was based on our approach of aligning compensation practices to prevalent market practices and reducing perquisites where appropriate. With the exception of the CEO, the annual value of the automobile allowance was converted into salary and annual bonus target for each individual, such that the annual total target cash compensation of each individual remained constant. The Compensation and Personnel Committee did not adjust the salary or bonus target of the CEO in conjunction with eliminating the automobile allowance.

3122



Pay Component	2016 Pay Decisions	2017 Pay Decisions	Decision Driver for First Quarter 2017 Decisions
Base Salary	$1,000,000	$1,000,000	The Committee considered Ms. Ramos' base salary to be competitively positioned and did not change the base salary.
Annual Incentive Plan	$1,162,000 (Earned in 2015 and paid in 1Q2016 and shown in SCT for 2015)	$805,000 (Earned in 2016 and paid in 1Q2017 and shown in SCT for 2016)	Ms. Ramos received an AIP payout that was 80.5% of target. As described below, 90% of the AIP payout for NEOs is tied directly to ITT's financial results. The Committee chose to award Ms. Ramos at 125% for the 10% individual component of the AIP for the following accomplishments: • Strong leadership while key markets such as oil & gas were undergoing a structural reset. • Realignment of the organization to create the Chief Operating Officer role, in order to drive better operational execution and efficiencies. • Continuing to position ITT well for the future through prudent acquisitions, a strong balance sheet and investments in R&D, people and culture. Ms. Ramos' AIP target for 2017 remained at 100% of base salary.
Long-Term Incentives⁽¹⁾	$4,500,000	$4,500,000	The Committee considered Ms. Ramos' LTI award value to be competitively positioned and did not change the target value from the previous year.
Total Earned Direct Compensation	$6,662,000	$6,305,000


(1)	The 2016 LTI award value differs from what is displayed in the SCT and Grants of Plan-Based Awards table for 2016, each of which present the value recorded for accounting purposes. The 2017 LTI award was granted in February 2017 and is not included in the SCT and the Grants of Plan-Based Awards table.

Governance and Compensation

~~We believe that our underlying executive compensation program is appropriate and effective in motivating and rewarding the behaviors that create long-term shareholder value.~~

Executive Compensation ~~Philosophy~~

Philosophy. We have designed our compensation programs to help us recruit and retain the executive talent required to successfully manage our business, achieve our business objectives and maximize their long-term contributions to our success. We ~~provide~~include compensation elements that are designed to align the interests of executives with our goals of enhancing shareholder value and achieving our long-term strategies. We determine total annual compensation by reviewing the median of the competitive market, then ~~positioning~~position compensation at, above or below the median based on experience, performance, critical skills, and the general talent ~~market.~~ market for each senior executive.

Best Practices that Support Our Executive Compensation Philosophy. The Compensation and Personnel Committee ~~looks to both peer companies~~oversees the design and ~~published~~administration of our executive compensation ~~surveys as an important input to understand compensation levels for senior executives.~~programs and evaluates these programs against competitive practices, legal and regulatory developments and corporate governance trends. The Compensation and Personnel Committee has incorporated the following best practices into our programs:



What We Do	üEmphasize Long-Term Compensation to Ensure Alignment of Pay With Long-Term Performance üSignificant Majority of Pay is Performance-Based and Not Guaranteed üStock Ownership Requirements Require Meaningful Holdings üDouble-Trigger Change in Control Vesting of Equity Awards üClawback Policy That Applies to Our Annual Incentive Plan and Equity Awards üLimited Perquisites and Personal Benefits
What We Don't Do	ûNo Hedging or Pledging of Company Stock ûNo Accelerated Vesting of Equity Awards or Severance Benefits Solely Upon a Change in Control ûNo Tax Gross-Ups (unless related to international assignment or relocation) ûNo Golden Parachutes ûNo Repricing of Stock Options ûNo Supplemental Defined Benefit Pension for Executives

Key Participants in the Compensation ~~Process~~Process.

Role of the Compensation and Personnel ~~Committee.~~Committee

The Compensation and Personnel Committee reviews and approves ~~each of~~the compensation elements and the compensation targets for ~~all~~each of ~~the Company’s~~our executive officers, including the NEOs. ~~The Compensation and Personnel Committee reviewed each compensation element for the CEO and other NEOs, and made the final determination regarding such compensation elements.~~ The Compensation and Personnel Committee also makes determinations with respect to the ~~annual incentive plan (“AIP”)~~AIP as it relates to our executive officers, including the approval of annual performance goals and subsequent full-year achievement against those goals. It administers all elements of the ~~Company’s~~Company's long-term incentive plan, and approves the benefits and perquisites offered to executive officers. Further, the Compensation and Personnel Committee evaluates ~~all~~the Company's compensation programs on an annual basis to ensure that noour plans do not induce or encourage excessive risk-taking by ~~its~~ participants. Pursuant to its charter, the Compensation and Personnel Committee may delegate authority to act upon specific matters to a subcommittee.

Role of ~~Management.~~Management

During ~~2015, the Company’s~~2016, our CEO and ~~its~~ Chief Human Resources Officer made recommendations to the Compensation and Personnel Committee regarding executive compensation actions and incentive awards. The Chief Human Resources Officer serves as the liaison between the Compensation and Personnel Committee and Pay Governance, providing internal data on an as-needed basis so that Pay Governance can produce comparative analyses for the Compensation and Personnel Committee. In ~~2015,~~2016, the ~~Company’s~~Company's human resources, finance and legal departments supported the work of the Compensation and Personnel Committee, by providing information, answering questions and responding to various requests of committee members.

Role of the Independent Compensation ~~Consultant.~~Consultant

In ~~2015,~~2016, the Compensation and Personnel Committee continued to use the services of Pay Governance in fulfilling its obligations under its charter, the material terms of which are described elsewhere in this Proxy Statement under the heading ~~“Committees of the Board of Directors.”~~"Corporate Governance and Related Matters—Compensation and Personnel Committee."

Pay Governance attended ~~each of~~ the four regularly-scheduled meetings ~~held by~~of the Compensation and Personnel Committee in ~~2015~~2016 and provided the committee with objective expert analyses, assessments, research, and recommendations for executive compensation programs, incentives, perquisites, and compensation standards. In this capacity, they provided services that related solely to work performed for, and at the direction of, the Compensation and Personnel Committee, including analysis of material prepared by management for the Compensation and Personnel ~~Committee’s~~Committee's review. Pay Governance provided no other services to the Company during ~~2015.~~2016. The total amount of fees paid to Pay Governance for ~~2015~~2016 services was ~~$192,055.~~$146,800. In addition, the Company reimburses Pay Governance for reasonable travel and business expenses.

The Compensation and Personnel Committee selected Pay Governance to serve as its Independent Compensation consultant only after assessing the ~~firm’s~~firm's independence. As part of its independence review, the Compensation and Personnel Committee reviewed the ~~Company’s~~Company's relationship with Pay Governance and determined that no conflicts of interest existed. The Compensation and Personnel Committee has the sole authority to retain and terminate consultants, including Pay Governance, with respect to compensation matters.

External ~~Benchmarking~~

Benchmarking. In ~~2015,~~2016, as in past years, the Compensation and Personnel Committee looked to competitive market compensation data for companies comparable to ITT to establish overall policies and programs that address executive compensation, benefits and perquisites in line with its stated pay philosophy.

For ~~2015~~2016 pay decisions for the CEO and CFO, the Company used a peer group of 16 companies comparable to ITT in terms of revenue, market capitalization and industry in order to better ~~compare~~evaluate executive compensation market practices (the ~~“Representative~~"Representative Peer ~~Group”~~Group"). The CEO and CFO roles are more easily compared from company to company ~~taking into account revenue levels between the companies.~~because their pay is disclosed in each company's proxy statement. The ~~2015~~2016 Representative Peer Group consisted of the following companies:



Representative Peer Group
•	Actuant Corporation (ATU)	•	Flowserve Corporation (FLS)
•	AMETEK, Inc. (AME)	•	Harsco Corporation (HSC)
•	Barnes Group, Inc. (B)	•	Hubbell Incorporated (HUB)
•	Carlisle Companies ~~Incorporated~~Inc. (CSL)	•	IDEX Corporation (IEX)
•	Colfax Corporation (CFX)	•	Nordson Corporation (NDSN)
•	Crane Co. (CR)	•	Roper Industries, Inc. (ROP)
•	EnPro Industries, Inc. (NPO)	•	SPX ~~Corporation (SPW)~~Flow Inc. (FLOW)
•	Esterline Technologies ~~Corporation~~Corp (ESL)	•	Woodward, Inc. (WWD)

The Compensation and Personnel Committee annually reviews and evaluates this Representative Peer Group to ensure that it remains appropriate. For 2016, SPX Flow, Inc. replaced SPX in the Representative Peer Group, following SPX ~~Flow’s~~Flow's spin-off from SPX Corporation in late 2015.

The Compensation and Personnel ~~Committee’s~~Committee's review of external market data also included, as the primary reference for the other NEOs (and as a secondary reference for the CEO and CFO), analysis of the Willis Towers Watson Compensation Data Bank ~~(“CDB”~~(the "CDB") and other compensation survey information provided by Pay Governance. In particular, the Compensation and Personnel ~~Committee’s~~Committee's analysis used a benchmark group of 70 companies from the Industrials, Materials, and Energy sectors that were available in the CDB with annual revenue between approximately $1.25 billion and $5 billion, in order to provide a representative sample of the ~~Company’s~~Company's broader market for executive talent (see Appendix A attached).

Elements of Compensation

NEO Compensation Elements at a ~~Glance~~

Glance. The disclosure of our NEO compensation for ~~2015~~2016 covers the following executive officers, including leaders of certain of our business segments ~~(“Segments”~~("Segments"):

▪Denise L. Ramos, Chief Executive Officer and President;

▪Thomas M. Scalera, Executive Vice President and Chief Financial Officer;

▪Luca Savi, Executive Vice President and Chief Operating Officer;

▪Mary Beth Gustafsson, Senior Vice President, General Counsel and Chief Compliance Officer

▪Aris C. Chicles, Former Executive Vice President and President, Industrial Process

On January 5, 2017, we announced that Luca Savi had been named Executive Vice President and Chief Operating Officer, effective immediately. Mr. Savi had served as Executive Vice President and President, Motion Technologies since November 2011. In addition, we announced that Aris C. Chicles, Executive Vice President and President, Industrial ~~Process;~~

▪~~Luca Savi, Executive Vice President and President, Motion Technologies; and~~

▪~~Victoria Creamer, Senior Vice President and Chief Human Resource Officer.~~Process, will be departing the Company on March 30, 2017. Mr. Chicles' separation will be treated as a termination not for cause under the terms of the Company's executive compensation plans.

The compensation of our executive officers, including our NEOs, is reviewed in detail by the Compensation and Personnel Committee during the first quarter of every year. NEO direct compensation for ~~2015 consists~~2016 consisted of a base salary, an AIP award, and long-term incentive awards, each of which is detailed below.



2016 Compensation Element	Form	Rationale for Providing
Base Salary	Cash	Base salary is a competitive fixed pay element tied to role, experience, performance and criticality of skills.
Annual Incentive Plan (AIP) ~~Awards~~Award	Cash	The AIP is designed to reward achievement of the ~~enterprise (company),~~Company, Segments (where applicable) and individual performance. The AIP is structured to emphasize overall performance and collaboration among the Segments. It uses metrics (adjusted earnings per share, adjusted cash flow, adjusted operating margin and adjusted revenue) that are the fundamental short-term drivers of shareholder value. Each NEO also has 10% of his or her AIP tied to the achievement of individual and team goals.



2016 Compensation Element	Form	Rationale for Providing
Long-Term Incentive (LTI) Awards	Stock	The ~~long-term incentive~~LTI plan is designed to reward performance that drives long-term shareholder value through the use of three-year cliff vesting: ●• Performance ~~units~~Units (50% of LTI mix) provide rewards linked to absolute stock price performance (due to denomination as share units) and can go up or down based on two key measures, equally weighted, and aligned with long-term growth: ○ Relative Total Shareholder Return ○ Relative Return on Invested Capital ●• RSUs (25% of LTI mix) link executive compensation to absolute stock price performance and strengthen retention value. ●• Stock options (25% of LTI mix) only provide value if there is stock price appreciation. The actual award date of stock options, RSUs and performance units is determined on the date on which the Compensation and Personnel Committee approves these awards, which is typically in February or March. ~~Performance units reflect a three-year performance period starting on January 1st of the year in which the Compensation and Personnel Committee approved the performance unit.~~

The Company also provides benefits and limited perquisites to its NEOs that it believes are competitive with the external market for talent. For a more detailed discussion of these benefits and perquisites, see the discussion under the heading ~~“Elements of Compensation—~~"Benefits and ~~Perquisites.”~~

Perquisites."

~~How the Pay Mix Supports Pay-for-Performance Alignment~~

2016 Base Salary Increases. The Compensation and Personnel Committee ~~believes~~approved the elimination of the automobile allowance for NEOs and certain other executives based in the U.S., effective January 1, 2016. This decision was based on our approach of aligning our compensation practices with prevalent market practices and reducing perquisites where appropriate. With the exception of the CEO, the annual value of the automobile allowance was converted into the salary and annual bonus target for each individual, such that ~~these~~the annual total target cash compensation ~~elements work together to provide a reasonable mix of short-term and long-term compensation and fixed and variable compensation to provide alignment~~ of each ~~NEO’s objectives~~individual remained constant. The Compensation and ~~rewards with~~Personnel Committee did not adjust the ~~interests~~salary or bonus target of the ~~Company’s shareholders. As~~CEO in conjunction with eliminating the automobile allowance. In addition, because Mr. Savi is employed by ITT Italy Holding s.r.l. and is not eligible for a NEO’s scope of responsibility increases, the amount of performance-based pay increases and fixed pay decreases in relation to the NEO’s level within the Company. The charts below show the mix between fixed and variable compensation and between long term and short term incentives for our CEO and other NEOs.

~~Note: The information above reflects 2015 base~~U.S. auto allowance, he did not receive this salary 2015 target AIP award, and 2015 target long-term incentive grant value. Calculations exclude the value of special, long-term incentive grants. Short-term compensation is composed of base salary and target AIP award. Long-term compensation is composed of target long-term incentive grant value. Fixed compensation is composed of base salary. Variable compensation is composed of target AIP award and target long-term incentive grant value.adjustment.

~~2015 Base Salary Increases~~

~~The Company awarded base salary merit increases in February 2015.~~

The Compensation and Personnel Committee reviewed the compensation ~~levels~~level of ~~the NEOs~~each NEO based on the Representative Peer Group and the external survey ~~data provided by Pay Governance.~~data. Based on the ~~Compensation and Personnel Committee’s~~Committee's targeted pay positioning, the evaluation of each ~~NEO’s~~NEO's performance, and the external market data on competitive pay levels provided by Pay Governance, the ~~Compensation~~Committee awarded base salary merit increases for Mr. Scalera, Mr. Savi, and ~~Personnel Committee approved the following 2015 NEO salaries,~~Ms. Gustafsson that were effective February ~~28, 2015:~~2016. Mr. Chicles received a base salary merit increase that was effective June 2016. The CEO did not receive a salary increase during 2016 because the Committee considered her salary to be competitively positioned.


Named Executive Officer	2014 Annual Base Salary			2015 Annual Base Salary			Change	2015 Cash Compensation				2016 Cash Compensation					Year-to-Year Change⁽²⁾
Named Executive Officer								Salary Rate on Dec. 31, 2015		Annual Auto Allowance		Annual Auto Allowance	Salary Rate on Jan. 1, 2016		Salary Rate After 2016 Increase
		$	950,000		$	1,000,000	5%	$	1,000,000	$	15,600	Eliminated	$	1,000,000	$	1,000,000	(1.5)%
Thomas M. Scalera		430,000			475,000		10%	475,000		15,600		Eliminated	483,920		500,000		1.9%
Luca Savi⁽¹⁾								461,760		N/A		N/A	461,760		471,750		2.2%
Mary Beth Gustafsson								428,500		15,600		Eliminated	437,420		446,500		0.5%
Aris C. Chicles		430,000			438,500		2%	438,500		15,600		Eliminated	447,420		455,000		0.2%
Luca Savi⁽¹⁾		452,880			461,760		2%
Victoria Creamer⁽²⁾	Not Applicable				350,000		Not Applicable

(1)

Mr. Savi is employed by ITT ~~Italia~~Italy Holding s.r.l. and is paid in Euros. His ~~2014 annual base salary of €408,000 and his~~ 2015 annual base salary of €416,000 and his 2016 annual base salary of €425,000 were converted to U.S. dollars using the ~~2015~~ average exchange rate of ~~1.11.~~1.11 dollars per euro for both years. As previously reported in our Current Report on Form 8-K filed with the SEC on January 5, 2017, Mr. Savi's annual salary was increased to €477,500 in connection with his appointment to the position of Executive Vice President and Chief Operating Officer.


(2)	~~Ms. Creamer joined ITT~~Reflects the difference between the sum of the base salary rate and annual auto allowance in ~~February 2015.~~2015, and the salary rate after the 2016 increase. Mr. Savi is not eligible for the U.S annual auto allowance.

~~2015~~2016 Annual Incentive Plan

For ~~2015,~~2016, AIP payouts averaged ~~119%~~76% of target for all the NEOs, reflecting ~~strong net operating productivity and effective cost containment in a challenging macroeconomic environment.~~below target achievement, on average, of annual financial goals. The ~~Company’s~~Company's AIP provides for an annual cash payment to participating executives established as a target percentage of base salary. In setting AIP awards, the Compensation and Personnel Committee approves target AIP awards after careful consideration of external data, individual roles and responsibilities and individual performance.

The Company pays for AIP performance that demonstrates substantial achievement of plan goals. We established strong incentives and set aggressive goals for all financial metrics.

Our most senior executive officers’ eligibility to receive AIP awards is first conditioned upon the attainment of a threshold performance metric established by the Compensation and Personnel Committee, which for 2015 was the achievement of an EBITDA target of 50% of prior year’s EBITDA. This threshold is established in order to qualify bonus payments as performance-based compensation deductible under Section 162(m). Upon satisfaction of this performance threshold, the Compensation and Personnel Committee may exercise negative discretion to determine AIP payments for these individuals in accordance with the performance criteria applied to all other AIP participants. These AIP performance metrics are described below under the heading “2015 AIP Performance Metrics and Weight.” In 2015, for each NEO, they included four financial metrics and an individual component. In 2015, the Compensation and Personnel Committee exercised negative discretion to subject the most senior executive officers to the same performance criteria as all other AIP participants and to consider each officer’s performance against his or her individual goals.

~~Under these performance criteria, in order to achieve an AIP payout, the~~ The Company must achieve a certain threshold for each of the four financial performance metrics discussed below in order for each performance component to be considered in the ~~calculation.~~calculation of the AIP payout. Performance below the threshold performance level results in a zero payout for that particular performance component.

The formula to determine each ~~NEO’s~~NEO's AIP total potential payment is as follows:

~~2015~~

2016 AIP Potential Payout =

(Base Salary) x (Target Award Percentage) x (AIP Performance Factor)

Both the individual performance ~~components~~component of the AIP and the overall AIP award payout are capped at 200%~~. The Compensation and Personnel Committee maintains the right to exercise negative discretion when determining AIP awards, but did not exercise further negative discretion in the case~~ of ~~our NEOs, when determining the 2015 AIP awards under the criteria described below.~~

an individual's annual cash bonus target.

~~2015~~2016 AIP Awards Paid in ~~2016~~2017.

The ~~2015~~2016 AIP awards ~~that were~~ paid in March ~~2016~~2017 are as follows:


Named Executive Officer	2015 Target AIP Awards as Percentage of Base Salary	2015 Target AIP Awards			2015 AIP Awards (Paid in First Quarter 2016)			2015 AIP Awards as Percentage of Target (Paid in First Quarter 2016)	2016 Target AIP Awards as Percentage of Base Salary	2016 Target AIP Awards			2016 AIP Awards (Paid in First Quarter 2017)			2016 AIP Awards as Percentage of Target (Paid in First Quarter 2017)
Denise L. Ramos	100%		$	1,000,000		$	1,162,000	116%	100%		$	1,000,000		$	805,000	80.5%
Thomas M. Scalera	75%		356,250			417,525		117%	75%		375,000			300,000		80%
Luca Savi⁽¹⁾									75%		353,813			491,800		139%
Mary Beth Gustafsson									75%		334,875			274,598		82%
Aris C. Chicles	75%		328,875			348,608		106%	75%		341,250			0		0%
Luca Savi⁽¹⁾	65%		300,144			432,207		144%
Victoria Creamer	60%		210,000			235,620		112%

~~Retirement:~~


◦	Early Retirement (55 years old and 10 years of service): Performance unit awards are pro-rated and vest based on retirement date and a pro-rated payout, if any, is made according to its original terms.


◦	Normal Retirement (65 years old or 62 years old and 10 years of service): Performance unit awards fully vest upon retirement for employees that retire at least 12 months after the beginning of the performance period. The awards will be pro-rated for employees that retire within 12 months of the beginning of the performance period.

~~RSUs~~:

~~If an employee is terminated for cause, or voluntarily terminates employment without an acceleration event, the RSUs are forfeited on the date of termination.~~

~~If an employee dies or becomes disabled, unvested RSUs vest in full.~~

~~Termination by the Company for other than cause:~~


◦	~~Prior to 2014 awards, RSUs continue to vest through the severance period; and~~


◦	~~in 2014 and later awards, vesting does not continue through the severance period.~~

~~Acceleration Events:~~


◦	~~Prior to 2014 awards, RSUs vested in full upon an acceleration event; and~~


◦	~~in 2014 and later awards, vesting does not occur until an acceleration event and, within two years, the termination of employment by the Company or by the employee with good reason.~~

~~Retirement:~~


◦	~~Early Retirement (55 years old and 10 years of service): unvested RSUs are pro-rated and vested based on retirement date.~~


◦	~~Normal Retirement (65 years old or 62 years old and 10 years of service):~~

~~prior to 2014 awards, unvested RSUs are pro-rated and vested based on retirement date; and~~

in 2014 and later awards, unvested RSUs fully vest upon retirement for employees that retire at least 12 months after the grant date. The awards will be pro-rated and vest for employees that retire within 12 months of the beginning of the performance period.

~~Stock Options~~

~~If an employee is terminated for cause, or voluntarily terminates employment without an acceleration event, unvested stock options are forfeited on the date of termination.~~

~~If an employee dies or becomes disabled, all unvested stock options vest in full.~~

~~If an employee is terminated by the Company other than for cause:~~


◦	~~prior to 2014 awards, unvested options at the time of termination of employment are forfeited (the severance period is included as employment); and~~


◦	~~in 2014 and later awards, vesting does not continue through the severance period.~~

~~Acceleration Events:~~


◦	~~prior to 2014 awards, options vested in full upon an acceleration event; and~~


◦	~~in 2014 and later awards, vesting does not occur until an acceleration event and, within two years, the termination of employment by the Company or by the employee with good reason.~~

~~Retirement:~~


◦	~~Early Retirement (55 years old and 10 years of service): Unvested options are pro-rated and vested based on retirement date.~~


◦	~~Normal Retirement (65 years old or 62 years old and 10 years of service):~~

~~prior to 2014 awards, unvested options are pro-rated and vested based on retirement date; and~~

in 2014 and later awards, stock options fully vest upon retirement for employees that retire at least 12 months after the grant date. The awards will be pro-rated and vest for employees that retire within 12 months of the grant date.

(3)

No additional ITT ~~Corporation~~ Supplemental Retirement Savings Plan ~~(formerly known as the Excess Savings Plan)~~ payments are made in the event of voluntary or involuntary termination, or termination for cause. Amount reflects the additional cash payment representing Company contributions, which would be made following a change of control as described in the ITT Senior Executive Change in Control Severance Pay ~~Plan described elsewhere in this Proxy Statement under the heading “Potential Post-Retirement Compensation.”~~Plan.


(4)	~~The Company’s Senior Executive Change in Control Severance Pay Plan~~"Other Benefits" includes ~~one year of~~healthcare benefits and outplacement services. ~~Amounts shown are based on a competitive bid.~~

~~(5)~~

Under Ms. ~~Ramos’~~Ramos' employment agreement, Ms. Ramos will continue to be eligible to participate in Company benefit plans for a period of two years after termination not for cause. Under the ITT Senior Executive Severance Pay Plan, the other NEOs will continue to receive subsidized healthcare benefits during the severance period for the first six months after termination without cause. In the event of a change of control, Ms. Ramos will continue to be eligible to participate in Company benefit plans for a period of three years as outlined in her employment agreement. The other NEOs are covered under the ~~Company’s~~ITT Senior Executive Change in Control Severance Pay Plan, and will receive subsidized healthcare benefits during the severance period for the first six months after termination without cause.


~~(6)~~(5)	Values in this table show the full payments per the applicable plan documents under the potential termination scenarios. In the event of a change of control a ~~“best net”~~"best net" provision would apply, which provides either an unreduced benefit or a reduction in payments sufficient to avoid triggering an excise tax, whichever is better after-tax.


(6)	Mr. Chicles will depart the Company effective March 30, 2017. The values reported in this table reflect the amounts that we will pay to Mr. Chicles pursuant to the terms of his separation agreement and applicable award agreements for equity incentive awards granted under the 2011 Plan. Mr. Chicles' departure is regarded as a termination not for cause for purposes of his LTI awards.

Compensation and Personnel Committee Report

ITT's Compensation and Personnel Committee is responsible for the overall design and governance of the Company's executive compensation program, senior leadership development and talent management programs. The Compensation and Personnel Committee's primary objective is to establish a competitive executive compensation program that clearly links executive compensation to business performance and shareholder return. The Compensation and Personnel Committee considers and monitors appropriate risk factors in structuring compensation to discourage unnecessary or excessive risk-taking behaviors and encourage long-term value creation.

Recommendation Regarding Compensation Discussion and Analysis. In performing its governance function, with regard to the Compensation Discussion and Analysis, the Compensation and Personnel Committee relied on statements and information prepared by the Company's management. It also relied on information provided by Pay Governance. The Compensation and Personnel Committee reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management. Based on this review and discussion, the Compensation and Personnel Committee recommended to the Company's Board of Directors that the Compensation Discussion and Analysis be included in the Company's 2016 Annual Report on Form 10-K and this Proxy Statement.

This report is furnished by the members of the Compensation and Personnel Committee.



• Christina A. Gold (Chair)	• Donald DeFosset, Jr.	• Rebecca A. McDonald
• Orlando D. Ashford	• Richard P. Lavin

2016 Non-Management Director Compensation

The table below represents the 2016 compensation for our non-management directors. As discussed in more detail in the narrative following the table, all non-management directors receive the same cash fees and stock awards for their service, which consists of a $100,000 annual cash retainer and an annual RSU award with a value of $100,000, except for the following: Mr. MacInnis, as Non-Executive Chairman, received an additional $62,500 cash payment and an additional RSU award with a value of $62,500; Mr. D'Aloia as Audit Committee Chair, received an additional $15,000 cash payment; and Ms. Gold as Compensation and Personnel Committee Chair, received an additional $10,000 cash payment. As a management director, Ms. Ramos does not receive compensation for Board service.

Compensation is paid to non-management directors in a lump sum following the annual meeting at which they are elected. Non-management directors who join the Board of Directors during the course of a year receive their compensation promptly following their election, in amounts that are pro-rated to reflect their partial year of service

6749

on the Board. Non-management directors may also choose to defer receipt of either or both of their cash retainer and equity retainer. The grant date fair value of stock awards granted to non-management directors in 2016 is provided in footnote (2) to the table below. Stock awards are composed of RSUs.



Name	Fees Earned or Paid in Cash⁽¹⁾		Stock Awards⁽²⁾		Total
Orlando D. Ashford	$	100,000	$	100,014	$	200,014
G. Peter D'Aloia	115,000		100,014		215,014
Geraud Darnis	100,000		100,014		200,014
Donald DeFosset, Jr.	100,000		100,014		200,014
Nicholas C. Fanandakis⁽³⁾	66,667		66,680		133,347
Christina A. Gold	110,000		100,014		210,014
Richard P. Lavin	100,000		100,014		200,014
Frank T. MacInnis	162,500		162,506		325,006
Rebecca A. McDonald	100,000		100,014		200,014
Timothy H. Powers	100,000		100,014		200,014


(1)	Fees may be paid in cash at the time they are earned, or deferred, at the election of the director. Non-management directors may irrevocably elect deferral into an interest-bearing cash account or into the ITT Stock Fund, which is a tracking fund that invests in Company stock.

(2)

Awards are made in RSUs and they reflect a grant date fair value computed in accordance with GAAP. The grant date fair value of the RSUs granted on May 11, 2016, the date of our 2016 annual meeting, was $100,014. The closing price of ITT stock on that date was $34.97. The equity component of the non-management director compensation program was increased from $90,000 to $100,000 in May 2016 after a review by Pay Governance of market comparison data. Non-management director compensation had been unchanged since prior to the Spin Transaction.


(3)	Mr. Fanandakis was elected to the Board of Directors on October 20, 2016 and therefore he received compensation that was pro-rated to reflect his partial year of service on the Board for the 2016-2017 director term. He was paid cash of $66,667 and was granted RSUs on October 20, 2016 with a grant date fair value of $66,680 on the grant date. The closing price of ITT stock on that date was $34.16.

Non-Management Director Stock Awards and Option Awards Outstanding at December 31, 2016

Fiscal Year-End



Non-Management Director Name	Stock Awards	Option Awards
Orlando D. Ashford	2,860	—
G. Peter D'Aloia	12,396	—
Geraud Darnis	2,860	—
Donald DeFosset, Jr.	5,079	—
Nicholas C. Fanandakis	1,952	—
Christina A. Gold	20,997	—
Richard P. Lavin	2,860	—
Frank T. MacInnis	20,397	1,430
Rebecca A. McDonald	5,031	—
Timothy H. Powers	5,031	—

Non-Management Director Stock Ownership Guidelines. ITT's stock ownership guidelines currently provide for non-management directors to achieve stock ownership levels of five times the annual base cash retainer amount within five years of joining the Board. Non-management directors receive a portion of their retainer in RSUs, which are paid in shares when the RSUs vest. Non-management directors are required to hold such shares until their total share ownership meets or exceeds the ownership guidelines. Both the guidelines, and compliance with the guidelines, are monitored periodically. All non-management directors with at least one full year of service on the Board of Directors own stock in the Company. Directors are also subject to the Company's policy prohibiting hedging and speculative trading in and out of the Company's securities, including short sales and leverage transactions, such as puts, calls, and listed and unlisted options. The Company also prohibits directors from pledging Company securities as collateral for a loan.

Indemnification and Insurance. As permitted by its By-laws, ITT indemnifies its directors to the full extent permitted by law and maintains insurance to protect the directors from liabilities, including certain instances where ITT could not otherwise indemnify them. All directors are covered under a non-contributory group accidental death and dismemberment policy that provides each of them with $1,000,000 of coverage. They may elect to purchase additional coverage under that policy. Non-management directors also may elect to participate in an optional non-contributory group life insurance plan that provides $100,000 of coverage.

Stock Ownership of Directors, Executive Officers and Certain Shareholders

The following table shows the beneficial ownership of our common stock, as of January 31, 2017, by each director, by each of the NEOs, and by all directors and executive officers as a group.

The number of shares beneficially owned by each non-management director or executive officer has been determined under the rules of the SEC, which provide that beneficial ownership includes any shares as to which a person has sole or shared voting or dispositive power, and any shares which the person would have the right to acquire beneficial ownership of within 60 days through the exercise of any stock option or other right. Unless otherwise indicated, each non-management director or executive officer has sole dispositive and voting power, or shares those powers with his or her spouse. No directors or executive officers have pledged any shares of common stock.



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership				Percent of Class
Name of Beneficial Owner	Total Shares Beneficially Owned	Shares Owned Directly⁽¹⁾	Options⁽²⁾	Stock Units⁽³⁾	Percent of Class
Denise L. Ramos	620,603	134,628	465,865	20,110	*
Thomas M. Scalera	151,612	32,029	115,848	3,735	*
Luca Savi	49,909	15,714	29,970	4,225	*
Mary Beth Gustafsson	26,220	—	13,405	12,815	*
Aris C. Chicles	66,950	25,735	37,480	3,735	*
Orlando D. Ashford	13,389	13,389	—	—	*
G. Peter D'Aloia	13,782	4,246	—	9,536	*
Geraud Darnis	11,658	11,658	—	—	*
Donald DeFosset, Jr.	13,932	11,713	—	2,219	*
Nicholas C. Fanandakis	—	—	—	—	*
Christina A. Gold	35,951	17,814	—	18,137	*
Richard P. Lavin	7,393	7,393	—	—	*
Frank T. MacInnis	39,580	22,400	1,430	15,750	*
Rebecca A. McDonald	5,205	3,034	—	2,171	*
Timothy H. Powers	2,728	557	—	2,171	*
All Directors and Executive Officers as a Group (18 persons)	1,079,021	306,075	676,847	96,099	1.2%


*	Less than 1%


(1)	Includes units held as of January 31, 2017 representing interests in the ITT Stock Fund held within the ITT Retirement Savings Plan.


(2)	Exercisable within 60 days of January 31, 2017. The amounts for our executive officers include stock options that vested and became exercisable in March 2017.


(3)	Reflects RSUs that vest or that may be settled within 60 days of January 31, 2017. The amounts for Ms. Ramos, Mr. Scalera, Mr. Chicles and Mr. Savi include RSUs that vested, and were settled in stock, in March 2017. Non-management directors' total shares beneficially owned include RSUs that have vested but for which settlement is deferred until a later date.

The principal occupation and certain other information about the nominees is set forth in "Election of Directors (Proxy Item No. 1)."

The following table gives information about each person or group of persons whom the Company knows to be the beneficial owner of more than 5% of the outstanding shares of common stock based on information filed by that entity with the SEC on the dates indicated below.



Name and address of beneficial owner	Number of Shares Beneficially Owned	Percent of Class⁽⁴⁾
Capital Research Global Investors⁽¹⁾ 333 South Hope Street Los Angeles, CA 90071	9,710,009	11.00%
The Vanguard Group⁽²⁾ 100 Vanguard Blvd Malvern, PA 19355	7,485,692	8.48%
BlackRock, Inc.⁽³⁾ 55 East 52nd Street New York, NY 10022	6,730,152	7.60%


(1)	As reported on Amendment 3 to Schedule 13G filed on February 13, 2017, Capital Research Global Investors has sole voting power with respect to 9,710,009 shares, sole dispositive power with respect to 9,710,009 shares, and no shared voting or shared dispositive power with respect to any shares.


(2)	As reported on Amendment 5 to Schedule 13G filed on February 10, 2017, The Vanguard Group has sole voting power with respect to 52,944 shares, shared voting power with respect to 10,496 shares, sole dispositive power with respect to 7,426,813 shares, and shared dispositive power with respect to 58,879 shares.


(3)	As reported on Amendment No. 4 to Schedule 13G filed on January 25, 2017, BlackRock, Inc. has sole voting power with respect to 6,399,748 shares, sole dispositive power with respect to 6,730,152 shares, and no shared voting or dispositive power with respect to any shares.


(4)	Calculations based on the Company's shares outstanding as of January 31, 2017.

Section 16(a) Beneficial Ownership Reporting Compliance

The members of the Board of Directors, the executive officers and persons who hold more than 10% of the outstanding common stock are subject to the reporting requirements of Section 16(a) of the Exchange Act, which requires them to file reports with respect to their ownership of, and transactions in, our common stock. Based on our records and other information, we believe that in 2016 our directors and our executive officers who are subject to Section 16(a) met all applicable filing requirements.

Other Matters

Information about the Proxy Statement & Voting

Proxy Statement

This Proxy Statement is furnished to the shareholders of record of ITT Inc., an Indiana corporation in connection with the solicitation of proxies on behalf of the Board of Directors of the Company, for use at the Annual Meeting of Shareholders to be held on May 10, 2017. The Annual Meeting will be held at 9:00 a.m. Eastern Time at ITT Inc. Headquarters, 1133 Westchester Avenue, White Plains, NY 10604.

Why did I receive these proxy materials? Beginning on or about March 27, 2017, this Proxy Statement is being mailed or made available, as the case may be, to shareholders who were shareholders as of March 13, 2017, the record date, as part of the Board of Directors' solicitation of proxies for the Annual Meeting, including any

adjournments or postponements thereof. This Proxy Statement and the ITT 2016 Annual Report to Shareholders (the "Annual Report") and Annual Report on Form 10-K (which have been furnished to shareholders eligible to vote at the Annual Meeting) contain information that the Board of Directors believes is relevant to shareholders in voting on the matters to be addressed at the Annual Meeting.

Who is entitled to vote? You can vote if you owned shares of the Company's common stock as of the close of business on March 13, 2017, the record date.

How do I get admitted to the Annual Meeting? Only shareholders of record or beneficial owners of the Company's common stock as of the record date may attend the Annual Meeting in person. You will need an admission ticket or proof of ownership to enter the Annual Meeting. An admission ticket is attached to your proxy card if you hold shares directly in your name as a shareholder of record. If you received a Notice of Internet Availability of Proxy Materials (a "Notice"), your Notice is your admission ticket. We encourage you to vote your proxy as soon as possible, even if you plan to attend the Annual Meeting, but please keep the admission ticket and bring it with you to the Annual Meeting.

If your shares are held beneficially in the name of a broker, bank or other holder of record, you must present proof of your ownership of common stock, such as a bank or brokerage account statement, to be admitted to the Annual Meeting. Please note that if you plan to attend the Annual Meeting in person and would like to vote there, you will need to bring a legal proxy from your broker, bank or other holder of record as explained below. If your shares are held beneficially and you would rather have an admission ticket, you can obtain one in advance by mailing a written request, along with proof of your ownership of common stock, to:

ITT Inc.

1133 Westchester Avenue

White Plains, NY 10604

Attn: Corporate Secretary

Shareholders also must present a form of photo identification, such as a driver's license, in order to be admitted to the Annual Meeting. No cameras, recording equipment, large bags or packages will be permitted in the Annual Meeting.

Voting Information

How do I vote? Shareholders may vote using any of the following methods:

By telephone or on the Internet

You can vote by calling the toll-free telephone number on your proxy card or Notice. Please have your proxy card or Notice handy when you call. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

The website for Internet voting is www.proxyvote.com. Please have your proxy card or Notice handy when you go online. As with telephone voting, you can confirm that your instructions have been properly recorded. If you vote on the Internet, you also can request electronic delivery of future proxy materials.

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on May 9, 2017. The availability of telephone and Internet voting for beneficial owners will depend on the voting processes of your broker, bank or other holder of record. Therefore, the Company recommends that you follow the voting instructions in the materials you receive.

If you vote by telephone or on the Internet, you do not need to return your proxy card.

By mail

If you received your Annual Meeting materials by mail, you may complete, sign and date the proxy card or voting instruction card and return it in the prepaid envelope. If you are a shareholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Board of Directors.

In person at the Annual Meeting

All shareholders may vote in person at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the

inspectors of election with your ballot to be able to vote at the Annual Meeting. We encourage you to vote as soon as possible, even if you intend to attend the Annual Meeting in person.

By granting a proxy or submitting voting instructions

You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your bank, broker or other holder of record.

What is the difference between a registered owner and a beneficial owner? If your shares are registered in your name with ITT's transfer agent, Wells Fargo Shareholder Services, you are a "registered owner," also sometimes referred to as the "shareholder of record" of those shares.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the "beneficial owner" of those shares, and this Proxy Statement and any accompanying documents have been provided to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by using the voting instruction card or by following their instructions for voting by telephone or on the Internet.

How many votes do I have? You have one vote for every share of common stock that you own as of the record date.

Why does the Board solicit proxies from shareholders? Since it is impractical for all shareholders to attend the Annual Meeting and vote in person, the Board of Directors recommends that you appoint the two people named on the accompanying proxy card to act as your proxies at the Annual Meeting.

What items are on the agenda for the Annual Meeting? There are four formal items scheduled to be voted upon at the Annual Meeting as described in the Notice of 2017 Annual Meeting of Shareholders. As of the date of this Proxy Statement, there are no other matters that the Board of Directors intends to present, or has reason to believe others will present, at the Annual Meeting. If you have returned your signed and completed proxy card and other matters are properly presented for voting at the Annual Meeting, the people named on the accompanying proxy card (or, if applicable, their substitutes), will have the discretion to vote on those matters for you.

How will my shares be voted at the Annual Meeting? At the Annual Meeting, the people named on the accompanying proxy card (or if applicable, their substitutes), will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted as the Board of Directors recommends, which is set forth under "Proxy Statement Highlights" on page 1 of this Proxy Statement. With respect to any other business as may properly come before the Annual Meeting, your shares will be voted in accordance with the judgment of the persons voting the proxy.

What if I change my mind? As a holder of record of common stock, you may revoke or change your proxy at any time before the Annual Meeting by filing a notice of revocation or another signed, later-dated proxy card with the Corporate Secretary of the Company, at the Company's principal executive offices as listed on the first page of this Proxy Statement. You may also revoke your proxy by attending the Annual Meeting and voting in person. If you are a beneficial owner of common stock, you should follow the voting directions you will receive from your broker, bank or other holder of record along with the Company's proxy solicitation materials. As previously noted, you will need a legal proxy from your broker, bank or other holder of record if you prefer to cast your vote in person at the Annual Meeting.

How many shares of ITT stock are outstanding? As of March 13, 2017, the record date, 88,664,466 shares of common stock were outstanding.

How many holders of ITT outstanding shares must be present to hold the Annual Meeting? In order to conduct business at the Annual Meeting, it is necessary to have a quorum. To have a quorum, shareholders entitled to cast a majority of votes at the Annual Meeting must be present in person or by proxy. The inspectors of election appointed for the Annual Meeting will separately tabulate all affirmative and negative votes, abstentions and "broker non-votes." Abstentions and broker non-votes are counted as present for purposes of determining the presence or absence of a quorum for the transaction of business.

What is a "broker non-vote"? If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares with respect to certain items of business. If you do not provide voting instructions, your shares will not be voted on any item of business on which the broker does not have discretionary authority to vote. This is called a broker non-vote. In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required under the rules of the NYSE.

If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares on the ratification of Deloitte as the Company's independent registered public accounting firm, even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of directors, the advisory vote on the compensation of the Company's named executive officers or the advisory vote regarding the frequency of future shareholder votes on the compensation of the Company's named executive officers without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these items of business.

If you hold shares of common stock through a broker, bank or other holder of record, follow the voting instructions you receive from that organization.

How many votes are required to elect Directors? How many votes are required for other agenda items to pass?

Election of Directors. The Company's By-laws provide that in uncontested elections, a director nominee shall be elected by a majority of the votes cast by the shareholders represented in person or by proxy at the Annual Meeting. A "majority of the votes cast" means that the number of votes cast "for" a director nominee must exceed the number of votes cast "against" that nominee (with abstentions and broker non-votes not counted as votes cast with respect to that director nominee). The By-laws further provide that in uncontested elections, any director nominee who fails to be elected by a majority, but who also is a director at the time, shall promptly provide a written conditional resignation, as a holdover director, to the Chairman of the Board or the Corporate Secretary, and remain a director until a successor is elected and qualified. The Nominating and Governance Committee shall promptly consider the resignation and all relevant facts and circumstances concerning any vote and the best interests of the Company and its shareholders. After consideration, the Nominating and Governance Committee shall make a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the Nominating and Governance Committee's recommendation no later than its next regularly scheduled Board meeting (after certification of the shareholder vote) or within 90 days after certification of the shareholder vote, whichever is earlier, and the Board will promptly publicly disclose its decision and the reasons for its decision. As discussed above, brokers (and many banks and other record holders of "street name" shares that follow the applicable NYSE voting rules for member brokers) do not have discretionary voting power with respect to director elections unless they have customer voting instructions. This means that, without your voting instructions on this matter, a broker non-vote will occur because your broker (or bank or other holder of record) does not have the power to vote your shares on the election of directors. As a result, it is very important that you return voting instructions relating to the election of directors to your broker, bank or other holder of record.

All Other Matters. The proposals relating to the selection of the Company's independent registered public accounting firm, the compensation of the Company's named executive officers and the frequency of future shareholder votes relating to theCompany's named executive officers are each advisory in nature and non-binding. For each of these proposals to pass, the votes cast in favor of the proposal must exceed the votes cast against the proposal. If you abstain from voting or if there is a broker non-vote on any matter, your abstention or broker non-vote will not affect the outcome of such vote, because abstentions and broker non-votes are not considered to be votes cast.

How do I vote if I am a participant in the ITT Retirement Savings Plan? If you participate in the ITT Retirement Savings Plan (formerly the ITT Corporation Retirement Savings Plan), your plan trustee will vote the ITT shares credited to your ITT Retirement Savings Plan account in accordance with your voting instructions, except as otherwise provided in accordance with the Employee Retirement Income Security Act of 1974 ("ERISA"). The trustee will vote the shares on your behalf because you are the beneficial owner, not the shareholder of record, of the shares held by the ITT Retirement Savings Plan. The trustee votes the shares held in your ITT Retirement Savings Plan account for which no voting instructions are received ("Undirected Shares") in the same proportion as the shares for which the trustee receives voting instructions, except as otherwise provided in accordance with ERISA. Under the ITT Retirement Savings Plan, participants are "named fiduciaries" to the extent of their authority to direct the voting of ITT shares credited to their savings plan accounts and their proportionate share of Undirected Shares. By submitting voting instructions by telephone, the Internet or by signing and returning the voting instruction card, you direct the trustee of the ITT Retirement Savings Plan to vote these shares, in person or by proxy at the Annual Meeting. ITT Retirement Savings Plan participants should mail their confidential voting instruction card to Broadridge Financial Solutions, Inc. ("Broadridge"), acting as tabulation agent, or vote by telephone or Internet. Instructions must be received by Broadridge no later than 11:59 p.m. Eastern Time on May 7, 2017.

How many shares are held by participants in the ITT Retirement Savings Plan? As of March 13, 2017, the record date, the ITT Retirement Savings Plan held 193,566 shares of common stock (approximately 0.22% of the outstanding shares). J.P. Morgan Chase is trustee of the ITT Retirement Savings Plan.

Who counts the votes? Is my vote confidential? In accordance with the By-laws, the Company will appoint two Inspectors of Election, who may be officers or employees of the Company, and they will tabulate the votes. The Inspectors of Election monitor the voting and also certify whether the votes of shareholders are kept in confidence in compliance with ITT's confidential voting policy.

Who will pay for the cost of this proxy solicitation? ITT will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by our directors, officers or employees in person or by telephone, mail, electronic transmission and/or facsimile transmission. Innisfree M&A Incorporated, 501 Madison Avenue, New York, NY 10022, has been retained to assist in soliciting proxies for a fee of $12,500, plus distribution costs and other costs and expenses.

What is "householding" and how does it affect me? The Company has adopted a procedure approved by the SEC called "householding." Under this procedure, beneficial shareholders who have the same address and last name and who do not participate in electronic delivery or Internet access of proxy materials will receive only one copy of the Company's Annual Report and Proxy Statement unless one or more of these shareholders notifies the Company that they wish to continue receiving individual copies. This procedure is designed to reduce duplicate mailings and save significant printing and processing costs, as well as natural resources. Each shareholder who participates in householding will continue to receive a separate proxy card or Notice. Your consent to householding is perpetual unless you revoke it. You may revoke your consent at any time by contacting Broadridge, either by calling toll-free at (800) 542-1061, or by writing to Broadridge Financial Solutions, Inc. Householding Department, 51 Mercedes Way, Edgewood, NY 11717. You will be removed from the householding program within 30 days of receipt of your response, after which you will receive an individual copy of the proxy materials.

Why did I receive a "Notice of Internet Availability of Proxy Materials" but no proxy materials? We distribute our proxy materials to certain shareholders by giving notice to those shareholders that they may access their proxy materials on the Internet. This so-called "Notice and Access" approach, which is permitted by SEC rules, conserves natural resources and reduces our costs of printing and distributing the proxy materials, while providing a convenient method of accessing the materials and voting to shareholders. On March 27, 2017, we mailed a "Notice of Internet Availability of Proxy Materials" to participating shareholders, containing instructions on how to access the proxy materials on the Internet.

How do I receive proxy materials electronically in the future? This Proxy Statement and the Annual Report are available online at www.proxyvote.com. Instead of receiving future proxy statements and accompanying materials by mail, most shareholders can elect to receive an e-mail that will provide electronic links to them. Opting to receive your proxy materials online will conserve natural resources and will save us the cost of producing documents and mailing them to you, and will also give you an electronic link to the proxy voting site.

Shareholders of Record. You may sign up for the service by logging onto the Internet at www.proxyvote.com. Please have your proxy card handy when you go online.

Beneficial Owners. You also may be able to receive copies of these documents electronically. Check the information provided in the proxy materials sent to you by your broker, bank or other holder of record regarding the availability of this service or contact them regarding electronic delivery of materials.

How does a shareholder propose matters for consideration at the 2018 annual meeting of shareholders?

Proposals to be included in our proxy statement. Under SEC rules, if a shareholder wants us to include a proposal in our proxy statement for presentation at our 2018 annual meeting of shareholders, the proposal must be received by us by November 27, 2017. Any such proposal must comply with Rule 14a-8 under the Exchange Act.

Proposals to be brought before the 2018 annual meeting of shareholders. A shareholder seeking to introduce an item of business at the 2018 annual meeting of shareholders must comply with the procedures set forth in our By-laws. If you intend to propose an item of business to be presented at our 2018 annual meeting of shareholders, you must notify us of your intention, in writing, on or after November 27, 2017, but not later than December 27, 2017. In the event that the date of the 2018 annual meeting of shareholders is changed by more than 30 days from the anniversary date of the Annual Meeting, such notice must be received not earlier than 120 calendar days prior to the 2018 annual meeting and not later than 90 calendar days prior to the 2018 annual meeting, or, if later, 10 calendar days following the date on which public announcement of the date of the 2018 annual meeting is first made.

For any special meeting of shareholders, the item of business must be received no earlier than 120 calendar days nor later than 90 calendar days prior to the date of the special meeting, or, if later, 10 calendar days following the date on which the public announcement of the date of the special meeting is first made.

How does a shareholder nominate directors for the 2018 annual meeting of shareholders?

Director nominations for inclusion in our proxy statement. In February 2016, we amended our By-laws to implement "proxy access," which allows a shareholder or group of shareholders meeting certain conditions to nominate directors for election at annual meetings of shareholders using our proxy statement. This provision allows a shareholder, or group of up to 20 shareholders, to nominate up to two director candidates or, if greater, up to 20% of the number of directors then serving on our Board of Directors, if the shareholder or group has owned continuously for at least three years a number of shares equal to at least three percent of our outstanding common stock measured as of the date we receive the nomination. The number of director candidates who may be nominated under our proxy access By-law will be reduced by the number of director nominations made under our advance notice By-law, as described in the following section.

If you intend to nominate a director for election at the 2018 annual meeting of shareholders using our proxy access By-law, you must submit the nomination, along with the other materials required by our By-laws, on or after October 28, 2017, but not later than November 27, 2017.

Director nominations to be brought before the 2018 annual meeting of shareholders. If you intend to nominate a director for consideration at the 2018 annual meeting of shareholders, you must notify us in writing of your intention to do so and provide us with the information required by our advance notice By-law on or after November 27, 2017, but not later than December 27, 2017. In the event that the date of the 2018 annual meeting of shareholders is changed by more than 30 days from the anniversary date of the Annual Meeting, such notice must be received not earlier than 120 calendar days prior to the 2018 annual meeting and not later than 90 calendar days prior to the 2018 annual meeting, or, if later, 10 calendar days following the date on which public announcement of the date of the 2018 annual meeting is first made.

For any special meeting of shareholders, a nomination to be brought before the meeting must be received no earlier than 120 calendar days nor later than 90 calendar days prior to the date of the special meeting, or, if later, 10 calendar days following the date on which the public announcement of the date of the special meeting is first made.

Note that any such nominations will not be included in or voted through the Company's proxy materials.

What information must I submit with a proposal or nomination? A shareholder's submission of a proposal or director nomination must include information specified in our By-laws concerning the proposal or nomination, as the case may be, and information as to the shareholder's ownership of common stock. Any person considering submission of a proposal for an item of business or a nomination to be considered at a shareholder meeting should carefully review our By-laws. We will not entertain any proposals or nominations at the 2018 annual meeting of shareholders that do not meet these requirements. The By-laws are available upon request, free of charge, from ITT Inc., 1133 Westchester Avenue, White Plains, NY 10604, Attention: Corporate Secretary. The By-laws were also filed as Exhibit 3.2 to the Current Report on Form 8-K that we filed with the SEC on May 16, 2016, which is available, free of charge, on the SEC's website, www.sec.gov, and our Investor Relations website, www.itt.com/investors.

Nominations of directors and notices relating thereto must meet all other qualifications and requirements of the Company's Corporate Governance Principles, the committee charters and Regulation 14A under the Exchange Act. Any shareholder nominees will be evaluated by the Nominating and Governance Committee of the Board using the same standards as it uses for all other director nominees. These standards are discussed in further detail elsewhere in this Proxy Statement under the heading of "Corporate Governance and Related Matters—Director Selection and Composition."

Where should I send a shareholder proposal or director nomination for the 2018 annual meeting of shareholders? If you intend to submit a proposal or director nomination, you must send the proposal or nomination, along with all information required by our By-laws, to our principal executive offices at: ITT Inc., 1133 Westchester Avenue, White Plains, NY 10604, Attention: Corporate Secretary. We strongly encourage any shareholder interested in submitting a proposal or director nomination to contact our Corporate Secretary in advance of the above deadlines to discuss the proposal, and shareholders may want to consult knowledgeable counsel with regard to the detailed requirements of applicable securities laws and the Company's By-laws. Submitting a shareholder proposal or nomination does not guarantee that we will include it in our Proxy Statement.

The chairman of the Annual Meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the foregoing procedures.

Who can help answer my additional questions? If you have any additional questions about the Annual Meeting or how to vote, please call our proxy solicitor, Innisfree M&A Incorporated, toll-free at 888-750-5834. Banks and brokers may call collect at 212-750-5833.

Equity Compensation Plan Information

The following sets forth information concerning the shares of common stock that may be issued under equity compensation plans as of December 31, ~~2015.~~2016.

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

Equity Compensation Plans:

Approved by Security Holders⁽¹⁾

3,079,067⁽²⁾

$27.10⁽³⁾

39,284,157⁽⁴⁾

2,398,858⁽²⁾

$30.57⁽³⁾

38,489,887⁽⁴⁾

Not Approved by Security Holders

—

Total

3,079,067

$27.10

39,284,157

2,398,858

$30.57

38,489,887




Date and Time	Wednesday, May ~~11, 2016~~10, 2017 at 9:00 a.m. Eastern ~~Daylight~~ Time

Place	ITT ~~Corporation~~Inc. Headquarters, 1133 Westchester Avenue, White Plains, NY 10604

Items of Business	Ÿ•	To elect the 10 nominees named in the attached Proxy Statement to the Board of Directors, to serve until the ~~2017~~2018 annual meeting of shareholders or until their respective successors shall have been duly elected and qualified.
	Ÿ•	To ratify the appointment of Deloitte & Touche LLP as the ~~Company’s~~Company's independent registered public accounting firm for the ~~2016~~2017 fiscal year.
	Ÿ •	To conduct an advisory vote on the compensation of the ~~Company’s~~Company's named executive officers.
	Ÿ •	To ~~reapprove performance measures in~~conduct an advisory vote to determine whether future shareholder advisory votes on the ~~ITT Corporation 2011 Omnibus Incentive Plan.~~compensation of the Company's named executive officers should occur every one, two or three years.
	Ÿ	~~To consider a shareholder proposal, if properly presented at the Annual Meeting.~~
	Ÿ •	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Who Can Vote, Record Date	Holders of record of ITT ~~Corporation~~Inc. common stock at the close of business on March ~~14, 2016~~13, 2017 are entitled to vote at the Annual Meeting and any adjournments or postponements thereof.

Mailing or Availability Date	Beginning on or about March ~~28, 2016,~~27, 2017, this Notice of 2017 Annual Meeting and the ~~2016~~2017 Proxy Statement are being mailed or made available, as the case may be, to shareholders of record on March ~~14, 2016.~~13, 2017.

About Proxy Voting	It is important that your shares be represented and voted at the Annual Meeting. If you are a registered shareholder, you may vote online at www.proxyvote.com,, by telephone or by mailing a proxy card. You may also vote in person at the Annual Meeting. If you hold shares through a bank, broker or other institution, you may vote your shares by any method specified on the voting instruction form that they provide. See details under ~~“How~~"How do I vote?”" under ~~“Information~~"Additional Information about ~~Voting” below.~~Proxy Statement and Voting." We encourage you to vote your shares as soon as possible.



Date	Time	Location	Admission Information
May 10, 2017	9:00 a.m.	ITT Inc. Headquarters 1133 Westchester Avenue White Plains, NY 10604	See page 52 for instructions



Voting Item	Board Voting Recommendation	Further Information (page)
1. To elect the 10 nominees named in the Proxy Statement to ITT's Board of Directors	FOR each nominee	9
2. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2017	FOR	~~ITT Corporation~~16
3. To conduct an advisory vote on the compensation of the Company's named executive officers	FOR	19
4. To conduct an advisory vote to determine the frequency of future shareholder votes on the compensation of the Company's named executive officers	FOR ~~1133 Westchester Avenue~~one year	~~White Plains, NY 10604~~20



Name and address of beneficial owner	Number of Shares Beneficially Owned	Percent of Class⁽⁵⁾
AllianceBernstein LP⁽¹⁾ 1345 Avenue of the Americas New York, NY 10105	9,347,794	10.4%
Capital Research Global Investors⁽²⁾ 333 South Hope Street Los Angeles, CA 90071	9,163,121	10.2%
The Vanguard Group⁽³⁾ 100 Vanguard Blvd Malvern, PA 19355	6,487,968	7.2%
BlackRock, Inc.⁽⁴⁾ 40 East 52nd Street New York, NY 10022	5,953,360	6.7%



•Your vote is important.	~~independence~~Online	By Mail	By Phone	In Person
	•:	~~leadership~~-
•	~~experience~~www.proxyvote.com	Fill out your proxy card and submit it by mail.	•1-800-690-6903	~~non-audit services~~
•	~~technical capabilities~~		•	~~management structure~~
•	~~client service assessment~~		•	~~peer review program~~
•	~~responsiveness~~		•	~~commitment to quality report~~
•	~~financial strength~~		•	~~appropriateness of fees charged~~
•	~~industry insight~~		•	~~compliance~~Attend in person at the above time and ~~ethics program~~location. Please bring photo ID.


¨	Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


(1)	Title of each class of securities to which transaction applies:


(2)	Aggregate number of securities to which transaction applies:


(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



March ~~28, 2016~~27, 2017
Denise L. Ramos Chief Executive Officer and President	ITT ~~Corporation~~Inc. 1133 Westchester Avenue White Plains, NY 10604



Section	Page
Proxy Statement Highlights	1
~~Information about Voting~~Corporate Governance and Related Matters	2
Corporate Governance Principles	2
Leadership Structure	3
Shareholder Engagement	3
Communication with the Board of Directors	3
Policies for Approving Related Party Transactions	3
Code of Conduct	4
Director Independence	4
Board and Committee Roles in Oversight of Risk	5
Compensation Committee Interlocks and Insider Participation	5
Director Selection and Composition	6
Director Orientation and Continuing Education	6
Executive Sessions of Directors	7
Board and Committee Meetings and Membership	7
Audit Committee	7
Compensation and Personnel Committee	8
Nominating and Governance Committee	9
Election of Directors (Proxy Item No. 1)	9
Ratification of Appointment of the Independent Registered Public Accounting Firm (Proxy Item No. 2)	16
Audit Committee Report	18
Advisory Vote to Approve Executive Compensation (Proxy Item No. 3)	19
Advisory Vote on the Frequency of Future Shareholder Votes on Executive Compensation (Proxy Item No. 4)	20
Compensation Discussion and Analysis	21
Governance and Compensation	23
Elements of Compensation	25
2016 Annual Incentive Plan	27
2016 Long-Term Incentive Compensation	29
What's New for 2017	32
Benefits and Perquisites	32
Other Compensation and Benefits	33
Policies	34
Compensation Tables	36
Summary Compensation Table	36
All Other Compensation Table	37
Grants of Plan-Based Awards in 2016	38
Outstanding Equity Awards at 2016 Fiscal Year End	39
Option Exercises and Stock Vested in 2016	40
2016 Pension Benefits	40
2016 Nonqualified Deferred Compensation	42
Potential Post-Employment Compensation	44
Compensation and Personnel Committee Report	49
2016 Non-Management Director Compensation	49
Stock Ownership of Directors, Executive Officers and Certain Shareholders	751
Section 16(a) Beneficial Ownership Reporting Compliance	8
~~Proposals to be Voted on at the Annual Meeting~~	9
~~Item 1. Election of Directors~~	9
~~Item 2. Ratification of Appointment of the Independent Registered Public Accounting Firm~~	13
~~Item 3. Advisory Vote to Approve Executive Compensation~~	16
~~Item 4. Reapproval of Performance Measures Under the ITT Corporation 2011 Omnibus Incentive Plan~~	16
~~Item 5. Shareholder Proposal Regarding Payout Policy~~	17
~~Corporate Governance and Related Matters~~	20
~~Corporate Governance Principles~~	20
~~Leadership Structure~~	20
~~Communication with the Board of Directors~~	21
~~Policies for Approving Related Party Transactions~~	21
~~Code of Conduct~~	22
~~Director Independence~~	22
~~Board and Committee Roles in Oversight of Risk~~	23
~~Compensation Committee Interlocks and Insider Participation~~	23
~~Director Selection and Composition~~	23
~~Executive Sessions of Directors~~	24
~~Board and Committee Meetings and Membership~~	24
~~Audit Committee~~	25
~~Compensation and Personnel Committee~~	25
~~Nominating and Governance Committee~~	26
~~2015 Non-Management Director Compensation~~	27
~~Audit Committee Report~~	29
~~Compensation and Personnel Committee Report~~	30
~~Compensation Discussion and Analysis~~	31
~~Governance and Compensation~~	32
~~Elements of Compensation~~	34
~~2015 AIP Potential Payout~~	36
~~Corporate Financial Performance Targets~~	38
~~Segment Financial Performance Targets~~	38
~~AIP Individual Component Considerations~~	39
~~2015 Long-Term Incentive Compensation~~	40
~~Benefits and Perquisites~~	43
~~Other Compensation and Benefits~~	44
~~Policies~~	45
~~CEO Compensation Decisions~~	47
~~Compensation Tables~~	48
~~Summary Compensation Table~~	48
~~All Other Compensation Table~~	50
~~Grants of Plan-Based Awards in 201~~5	51
~~Outstanding Equity Awards at 2015 Fiscal Year End~~	52
~~Option Exercises and Stock Vested in 201~~5	53
~~2015 Pension Benefits~~	53
~~2015 Nonqualified Deferred Compensation~~	56
~~Potential Post-Employment Compensation~~	58
Other Matters	6852
Additional Information about the Proxy Statement and Voting	52
Equity Compensation Plan Information	58
Form 10-K	58
Appendix A


1.	FOR the election of the 10 nominees nominated to the Board of Directors and named in this Proxy Statement, to serve until the 2017 annual meeting of shareholders or until their respective successors shall have been duly elected and qualified;


2.	~~FOR the ratification of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the 2016 fiscal year;~~


þ	No fee required.


(1)	Amount Previously Paid:


(2)	Form, Schedule or Registration Statement No.:


(3)	Filing Party:


3.	~~FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers;~~


6.	~~Otherwise in accordance with the judgment of the persons voting the proxy on any other matter properly brought before the Annual Meeting.~~


~~(1)~~	~~Includes units held as of January 31, 2016 representing interests in the ITT Stock Fund held within the ITT Retirement Savings Plan.~~


~~(1)~~	As reported on Schedule 13G filed on January 11, 2016, AllianceBernstein LP has sole voting power with respect to 8,400,761 shares, no shared voting power with respect to any shares, sole dispositive power with respect to 9,346,583 shares, and shared dispositive power with respect to 1,211 shares.


~~(2)~~	As reported on Schedule 13G/A filed on February 16, 2016, Capital Research Global Investors has sole voting power with respect to 9,163,121 shares, no shared voting power with respect to any shares, and sole dispositive power with respect to 9,163,121 shares.


~~(3)~~	As reported on Schedule 13G/A filed on February 10, 2016, The Vanguard Group has sole voting power with respect to 64,364 shares, shared voting power with respect to 4,900 shares, sole dispositive power with respect to 6,424,104 shares, and shared dispositive power with respect to 63,864 shares.


~~(4)~~	As reported on Schedule 13G/A filed on January 26, 2016, BlackRock, Inc. has sole voting power with respect to 5,632,346 shares, no shared voting power with respect to any shares, and sole dispositive power with respect to 5,953,360 shares.


~~(5)~~	~~Calculations based on the Company’s shares outstanding as of January 31, 2016.~~



	~~Orlando D. Ashford~~, 47, has served as the President of Holland America Line, a division of Carnival Corporation, since December 2014. Previously, Mr. Ashford was the President of the Talent business segment at Mercer, a global consulting leader and subsidiary of Marsh & McLennan Companies (“Marsh”). From 2008 to 2012, Mr. Ashford was the Senior Vice President, Chief Human Resources and Communications Officer for Marsh. Prior to joining Marsh in 2008, Mr. Ashford served as Group Director of Human Resources for Eurasia and Africa for the Coca-Cola Company and as Vice President of Global Human Resources Strategy and Organizational Development for Motorola, Inc. He has also held leadership positions with Mercer Delta Consulting, Ameritech and Andersen Consulting. Mr. Ashford is also Vice Chair of the board of directors for the Executive Leadership Council. He also serves on advisory boards for Purdue University School of Technology and the NFL Players Association. Mr. Ashford has served as a director of the Company since December 2011, and is currently a member of the Compensation and Personnel Committee and the Nominating and Governance Committee. In considering Mr. Ashford for director of the Company, the Board considered his expertise in addressing talent, culture and human capital issues at the executive level, as well as his significant experience in multinational organizations, providing experience and skills relevant to the Company’s international sales operations.



	~~G. Peter D’Aloia~~, 71, served as Senior Vice President and Chief Financial Officer of Trane, Inc. (formerly American Standard Companies Inc.) from 2000 until his retirement in 2008. Prior to that, Mr. D’Aloia was employed by AlliedSignal Inc. (now known as Honeywell), a diversified industrial company, most recently serving as Vice President, Strategic Planning and Business Development. He spent 28 years with AlliedSignal in diverse finance management positions, including as Vice President, Taxes; Vice President and Treasurer; Vice President and Controller; and Vice President and Chief Financial Officer for the Engineered Materials Sector. Early in his career, he worked as a tax attorney for the accounting firm Arthur Young and Company. Mr. D’Aloia is currently a director of the following public companies: FMC Corporation since 2002 (Lead Director; Audit Committee; Nominating and Corporate Governance Committee; Executive Committee); and WABCO Holdings Inc. since 2007 (Audit Committee). Mr. D’Aloia is also a director of various private companies. He also served on the board of the following public company within the last five years: AirTran Airways, Inc. from 2004 to 2011. Mr. D’Aloia has served as a director of the Company since October 2011, and is currently Chairman of the Audit Committee. In considering Mr. D’Aloia for director of the Company, the Board considered his significant financial and business experience resulting from senior executive and financial roles in large manufacturing operations at public companies, his strong international experience, his service as a director of several other public companies and his overall financial management abilities, including multinational legal, tax and banking expertise.



	~~Geraud Darnis, 56~~, served as the President & Chief Executive Officer of UTC Building & Industrial Systems, the world’s largest provider of high-technology building systems, whose brands include Otis, Carrier, Chubb, Kidde and Automated Logic from September 2013 to December 2015. UTC Building & Industrial Systems is a unit of United Technologies Corporation (“UTC”). Mr. Darnis served as the President and Chief Executive Officer of UTC Climate, Controls and Security from September 2011 to September 2013. In 2001, he served briefly as President of UTC Power before being named President of Carrier, a position he held until 2011 when Carrier and UTC Fire & Security were combined into UTC Climate, Controls & Security. Prior to 2001, Mr. Darnis held a number of general management and financial positions at UTC in Latin America, Europe and Asia. Mr. Darnis also served as a member on the Air-Conditioning Heating and Refrigeration Institute from 2003 to 2006, including Chairman from November 2004 to November 2005, and then as an advisory member of the Executive Committee from 2007 to 2014. Mr. Darnis has served as a director of the Company since October 2015 and is currently a member of the Audit Committee. In considering Mr. Darnis for director of the Company, the Board considered his significant management experience as president of a major operating unit at a large manufacturing company and his wide-ranging expertise in a variety of industries in which the Company operates, including industrial and aerospace.



	~~Donald DeFosset, Jr.~~, 67, retired in 2005 as Chairman, President and Chief Executive Officer of Walter Industries, Inc., a diversified public company with principal operating businesses in homebuilding and home financing, water transmission products and energy services. Mr. DeFosset had served since November 2000 as President and Chief Executive Officer, and since March 2002 as Chairman, of Walter Industries. Over his career, Mr. DeFosset held significant leadership positions in major multinational corporations, including Dura Automotive Systems, Inc., a global supplier of engineered systems, Navistar International Corporation and AlliedSignal, Inc. Mr. DeFosset is currently a director of the following public companies: National Retail Properties Inc. since 2008 (Chairman of Governance and Nominating Committee; Compensation Committee); Regions Financial Corporation since 2005 (Chairman of Compensation Committee; Risk Committee); and Terex Corporation since 1999 (Chairman of Nominating and Governance Committee; Audit Committee). Mr. DeFosset is also a director of various private companies and not-for-profit organizations. He also served on the board of the following public company within the last five years: EnPro Industries, Inc. from 2010 to 2011. Mr. DeFosset has served as a director of the Company since October 2011, and is currently a member of the Compensation and Personnel Committee and the Nominating and Governance Committee. In considering Mr. DeFosset for director of the Company, the Board considered his extensive experience as a chief executive of a large diversified industrial company and as a senior executive of an international machinery manufacturer. His service on the boards of directors of a variety of large public companies further enhances his experience and adds value to the Company’s Board.



	~~Christina A. Gold~~, 68, was President and Chief Executive Officer of The Western Union Company, a leading company in global money transfer, from September 2006 to September 2010. She was President of Western Union Financial Services, Inc. and Senior Executive Vice President of First Data Corporation, former parent company of The Western Union Company, from May 2002 to September 2006. Prior to that, Ms. Gold served as Vice Chairman and Chief Executive Officer of Excel Communications, Inc., from October 1999 to May 2002. From 1998 to 1999, Ms. Gold served as President and CEO of Beaconsfield Group, Inc., a direct selling advisory firm that she founded. Ms. Gold began her career in 1970 at Avon Products, Inc., where she spent 28 years in a variety of significant leadership positions. She currently serves on the board of Carleton University. Ms. Gold is currently a director of the following public companies: International Flavors & Fragrances, Inc. since 2013 (Compensation Committee; Governance Committee) and Korn/Ferry International since 2014 (Compensation and Personnel Committee; Governance Committee). Ms. Gold has also served as a director since 2001 of New York Life Insurance Company and currently serves on the board of the Safe Water Network. She has also served on the board of the following public company within the last five years: Exelis Inc. from 2011 to 2013. Ms. Gold has served as a director of the Company since December 1997, and is currently Chairwoman of the Compensation and Personnel Committee and a member of the Audit Committee. In considering Ms. Gold for director of the Company, the Board considered her extensive experience as the Chief Executive Officer of a public company with wide ranging global leadership, management and marketing experience. The Board also considered her long history as a director of the Company and extensive knowledge of the Company, its operations and its people.



	~~Richard P. Lavin~~, 64, was Chief Executive Officer and President of Commercial Vehicle Group, Inc., a leader in the development, manufacturing and fulfillment of fully integrated system solutions for the commercial vehicle market from May 2013 to November 2015. Prior to joining Commercial Vehicle Group, Mr. Lavin spent 29 years in a variety of positions with Caterpillar Inc., including as Vice President of manufacturing operations for the Asia Pacific Division, serving as Chairman of Shin Caterpillar Mitsubishi Ltd. (SCM)-now Caterpillar Japan Ltd. (CJL)-and Chairman of Caterpillar (China) Investment Co., Ltd, and as a group president for Construction Industries and Growth Markets. Mr. Lavin is currently a director of the following public companies: USG Corporation since 2009 (Chairman of Compensation Committee; Finance Committee) and Allison Transmission Holdings, Inc. since 2016. He has also served on the board of the following public company within the last five years: Commercial Vehicle Group, Inc. from 2013 to 2015. Mr. Lavin has served as a director of the Company since May 2013, and is currently a member of the Compensation and Personnel Committee and the Nominating and Governance Committee. In considering Mr. Lavin for director of the Company, the Board considered his experience overseeing Caterpillar Inc.’s largest operating division and extensive international experience through overseeing that company’s operations in China, India, Japan and the Asia-Pacific region. In addition, Mr. Lavin has a diverse legal and human resources background, having served as director of Corporate Labor and Human Relations and director of Compensation and Benefits, as well as the Vice President of Caterpillar’s Human Services Division.



	~~Frank T. MacInnis~~, 69, was Chief Executive Officer of EMCOR Group, Inc., one of the world’s largest providers of electrical and mechanical construction services, energy infrastructure and facilities services, from 1994 to 2011 and Chairman of the Board from 1994 to 2013. Throughout his career Mr. MacInnis has managed construction and operations all over the world, including in Tehran, Baghdad, Bangkok, the United Arab Emirates, London, the United States and Canada. Mr. MacInnis is also a director of various private companies and not-for-profit organizations. In addition, he also served on the board of the following public companies within the past five years: EMCOR Group, Inc. from 1994 to 2015; and The Williams Companies, Inc. from 1998 to 2015. Mr. MacInnis has served as a director of the Company since October 2001 and as Chairman of the Board since October 2011, and he is currently Chairman of the Nominating and Governance Committee. In considering Mr. MacInnis for director of the Company, the Board considered his more than 25 years of broad-based experience as a chief executive officer of a leading, publicly held, international mechanical and electrical construction, energy infrastructure and facilities services provider. The Board also considered his experiences on the boards of various other public companies, his leadership and insights in many of the commercial and defense markets served by the Company, as well as his background in corporate governance, finance and accounting, legal, strategy and risk management.



	~~Rebecca A. McDonald~~, 63, retired in July 2012, having served since December 2008 as Chief Executive Officer of Laurus Energy Inc., a company involved in underground coal gasification development. She previously served as President, Gas and Power, BHP Billiton from March 2004 to September 2007, and, from October 2001 to January 2004, she served as President of the Houston Museum of Natural Science. Ms. McDonald has more than 25 years of experience in the energy industry. She has been responsible for the development, construction and operation of natural gas and liquids pipelines, gas and electricity distribution companies, as well as power plant and gas processing facilities in North America, Asia, Africa and South America. Ms. McDonald is currently a director of the following public company: CHR public limited company since 2015 (Acquisition Committee; Finance Committee). Ms. McDonald is also currently a director of Veresen Inc. since 2008. In addition, she also served on the boards of the following public companies within the last five years: Aggreko plc from 2001 to 2015 and Granite Construction Incorporated from 1994 to 2015. Ms. McDonald has served as a director of the Company since December 2013, and is currently a member of the Compensation and Personnel Committee and the Audit Committee. In considering Ms. McDonald for director of the Company, the Board considered her significant expertise in the oil and gas industry, as well as her executive-level experience and extensive knowledge of business systems and operations. The Board also considered her experience as a director of a variety of public and private companies within the energy industry.



	~~Timothy H. Powers~~, 67, was the Chairman, President and Chief Executive Officer of Hubbell Incorporated (“Hubbell”) from 2004 to 2013. He was appointed to the position of Chairman after having served as the President and Chief Executive Officer of Hubbell from 2001 to 2004 and as the Senior Vice President and Chief Financial Officer from 1998 to 2001. Mr. Powers also served as Executive Vice President, Finance and Business Development Americas Region at ABB, Inc. and as Vice President and Corporate Controller for BBC Brown Boveri, Inc. Mr. Powers is currently a director of the following public company: WestRock Company (formerly MeadWestvaco Corporation ), since 2006 (Audit Committee; Compensation Committee). In addition, Mr. Powers served as a director of the National Electric Manufacturers Association and as a trustee for Manufacturers Alliance for Productivity and Innovation until 2013. He also served on the board of the following public company within the last five years: Hubbell Incorporated from 2004 to 2014. Mr. Powers has served as a director of the Company since February 2015 and is currently a member of the Audit Committee and the Nominating and Governance Committee. In considering Mr. Powers for director of the Company, the Board considered his significant experience as a Chief Executive Officer, Chief Financial Officer, and in the areas of management, strategic planning, and mergers and acquisitions in the manufacturing industry.



	~~Denise L. Ramos~~, 59, was appointed Chief Executive Officer, President and a director of the Company in October 2011. She previously served as Senior Vice President and Chief Financial Officer of the Company since 2007. Prior to joining the Company, Ms. Ramos served as Chief Financial Officer for Furniture Brands International from 2005 to 2007. From 2000 to 2005, Ms. Ramos served as Senior Vice President and Corporate Treasurer at Yum! Brands, Inc. and Chief Financial Officer for the U.S. division of KFC Corporation. Ms. Ramos began her career in 1979 at Atlantic Richfield Company (ARCO), where she had more than 20 years of business and financial experience serving in a number of increasingly responsible finance positions, including Corporate General Auditor and Assistant Treasurer. Ms. Ramos is currently a director of the following public company: Praxair, Inc., since 2014 (Audit Committee; Governance and Nominating Committee). She serves on the Executive Committee of the Board of Trustees for the Manufacturers Alliance for Productivity and Innovation and is also a member of the Business Roundtable and the Business Council. Ms. Ramos was included in the Top 100 CEO Leaders in Science, Technology, Engineering and Math publication by STEMconnector, she recently received a Distinguished Leadership Award from the New York Hall of Science and she was named to ~~Fortune~~ ~~magazine’s 2014 Top People in Business.~~ In considering Ms. Ramos for director of the Company, the Board considered Ms. Ramos’ unique background which combines more than two decades in the oil and gas industry with significant retail and customer-centric experience. The Board also considered her extensive operational and manufacturing experience with industrial companies and, in particular, her intimate knowledge of the Company’s business and operations having served as its Chief Financial Officer since 2007 and Chief Executive Officer since 2011.



Fiscal Year Ended (in thousands)	2015			2014
Audit Fees⁽¹⁾		$	4,075		$	4,157
Audit-Related Fees⁽²⁾		105			416
Tax Fees⁽³⁾
Tax Compliance Services		116			355
Tax Planning Services		501			136
Total Tax Services (sum of Tax Fees)		617			491
All Other Fees		—			—
Total		$	4,797		$	5,064


~~(1)~~	~~Fees for audit services billed in 2015 and 2014 consisted of:~~