SCHEDULE 14AUNITED STATES

(Rule 14a-101)SECURITIES AND EXCHANGE COMMISSION

INFORMATION REQUIRED IN PROXY STATEMENTWASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrantþ

Filed by a Party other than the Registrant¨

Check the appropriate box:

ITT Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 27, 2013

Dear Fellow Shareholders:

Enclosed are the Notice of Annual Meeting and Proxy Statement for ITT’s 2013 Annual Meeting of Shareholders. This year’s meeting is intended to address only the business included on the agenda. Details of the business to be conducted at the Annual Meeting are given in the accompanying Notice of Annual Meeting and Proxy Statement, which provides information required by applicable laws and regulations.

Your vote is important and we encourage you to vote whether you are a registered owner or a beneficial owner.

This year, in accordance with U.S. Securities and Exchange Commission rules, we are again using the Internet as our primary means of furnishing proxy materials to shareholders. Because we are using the Internet, most shareholders will not receive paper copies of our proxy materials. We will instead send these shareholders a notice with instructions for accessing the proxy materials and voting via the Internet. This notice also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose. We believe use of the Internet makes the proxy distribution process more efficient, less costly and helps in conserving natural resources.

If you are the registered owner of ITT common stock, you may vote your shares by making a toll-free telephone call or using the Internet. Details of these voting options are explained in the Proxy Statement. If you choose to receive paper copies of our proxy materials, you can vote by completing and returning the enclosed proxy card by mail as soon as possible.

If you are a beneficial owner and someone else, such as your bank, broker or trustee is the owner of record, the owner of record will communicate with you about how to vote your shares.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. If you are a registered owner of ITT common stock and do not plan to vote in person at the Annual Meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. Voting by any of these methods will ensure your representation at the Annual Meeting. Your vote is important.

Sincerely,

March 27, 2013

NOTICE OF 2013 Annual Meeting

By order of the Board of Directors,

						Burt M. Fealing
						Senior Vice President,
						General Counsel and Secretary

TABLE OF CONTENTS

2013 Proxy Statement

Why did I receive these proxy materials?    Beginning on or about March 27, 2013, this Proxy Statement is being mailed or made available, as the case may be, to shareholders who were shareholders as of March 13, 2013, the record date, as part of the Board of Directors’ solicitation of proxies for ITT’s 2013 Annual Meeting and any postponements or adjournments thereof. This Proxy Statement and ITT’s 2012 Annual Report to Shareholders and Annual Report on Form 10-K (which have been furnished to shareholders eligible to vote at the 2013 Annual Meeting) contain information that the Board of Directors believes offers an informed view of ITT Corporation (herein referred to as “ITT” or the “Company”) and meets the regulations of the Securities and Exchange Commission (the “SEC”) for proxy solicitations.

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, 2013, the record date.

What items of business will I be voting on?    You are voting on the following items of business, which are described on pages 8 to 19:

Information about Voting

How do I vote?    If you are a registered owner, you can either vote in person at the Annual Meeting or by proxy whether or not you attend the Annual Meeting. If you are a beneficial owner, you may vote by submitting voting instructions to your bank, broker, trustee or other nominee. If you are a beneficial owner and your shares are held in a bank or brokerage account, you will need to obtain a proxy, executed in your favor, from your bank or broker to be able to vote in person at the Annual Meeting. If you are a beneficial owner and your shares are held through any of the ITT savings plans for salaried or hourly employees, your shares cannot be voted in person at the Annual Meeting.

What are the proxy voting procedures?    If you vote by proxy, you can vote by following the voting procedures on the proxy card. You may vote:

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 three people named on the accompanying proxy card to act as your proxies at the 2013 Annual Meeting.

How do the proxies vote?    The proxies vote your shares in accordance with your voting instructions. If you appoint the proxies but do not provide voting instructions, they will vote as recommended by the Board of Directors. If any other matters not described in this Proxy Statement are properly brought before the meeting for a vote, the proxies will use their discretion in deciding how to vote on those matters.

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

How does the Board of Directors recommend that I vote on the proposals?    The Board of Directors recommends a vote FOR the election of each of the nominees of the Board of Directors (Item 1), FOR the ratification of the appointment of Deloitte as ITT’s Independent Registered Public Accounting Firm for 2012 (Item 2), FOR the approval of the material terms of the ITT Corporation Annual Incentive Plan for Executive Officers (Item 3), and FOR the approval of the 2012 compensation of our NEOs (Item 4).

What if I change my mind?    You can revoke your proxy at any time before it is exercised by mailing a new proxy card with a later date or casting a new vote by the Internet or telephone, as applicable. You can also send a written revocation to the Secretary at the address listed on the first page of the Proxy Statement. If you come to the Annual Meeting, you can ask that the proxy you submitted earlier not be used.

What is a “broker non-vote”?    The New York Stock Exchange (“NYSE”) has rules that govern brokers who have record ownership of listed company stock held in brokerage accounts for their clients who beneficially own the shares. Under these rules, brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on certain matters (“discretionary matters”) but do not have discretion to vote uninstructed shares as to certain other matters (“non-discretionary matters”). A broker may return a proxy card on behalf of a beneficial owner from whom the broker has not received instructions that casts a vote with regard to discretionary matters but expressly states that the broker is not voting as to non-discretionary matters. The broker’s inability to vote with respect to the non-discretionary matters to which the broker has not received instructions from the beneficial owner is referred to as a “broker non-vote.” Under current NYSE interpretations, agenda Item 2, the ratification of Deloitte as the Company’s Independent Registered Public Accounting Firm, is considered a discretionary item. Your broker does not have discretion to vote your shares held in street name on Items 1, 3, or 4, each of which is considered a non-discretionary item. Under Indiana law, the law of the state where the Company is incorporated, broker non-votes and abstentions are counted to determine whether there is a quorum present.

There are four formal items scheduled to be voted upon at the Annual Meeting as described on page 1. As of the date of this Proxy Statement, the Board of Directors is not aware of any business other than as described in this Proxy Statement that will be presented for a vote at the 2013 Annual Meeting.

How many votes are required to elect Directors? How many votes are required for other agenda items to pass?    The Restated Articles of Incorporation of ITT Corporation authorize the Company’s By-laws to provide for majority voting for Directors in uncontested elections, and such By-laws further provide that in uncontested elections, a Director nominee shall be elected by a majority of the votes cast. The By-laws 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 resignation, as a holdover Director, to the Chairman of the Board or the Secretary. The Nominating and Governance Committee (or the equivalent committee then in existence) shall promptly consider the resignation and all relevant facts and circumstances concerning any vote and the best interests of the Company and its shareholders. The Board will act on the Nominating and Governance Committee’s recommendation no later than its next regularly scheduled Board meeting 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. This means that in an uncontested election, to be elected as a Director of ITT, each of the eight director candidates must receive a majority of votes cast.

Item 2, Item 3, and Item 4 of the proposed agenda items require that the votes cast in favor of the proposal exceed the votes cast against the proposal. Item 2 and Item 4 are advisory in nature and are non-binding. Item 3, the approval of the material terms of the ITT Corporation Annual Incentive Plan

for Executive Officers is subject to the approval requirements of Section 162(m) of the Internal Revenue Code, which requires the affirmative vote of a majority of the votes cast. Accordingly, abstentions will have no effect on the outcome of Item 3. Abstentions will also have no effect on the outcomes of Item 1, Item 2 or Item 4. In addition, broker non-votes will have no effect on the outcomes of Item 1, Item 3 or Item 4.

How many shares of ITT stock are outstanding?    As of March 13, 2013, the record date, 92,069,285 shares of ITT 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.

How do I vote?    With respect to agenda Items 1, 2, 3, and 4 you may vote for, against or abstain from voting.

What is the difference between a beneficial owner and a registered owner?    If shares you own are held in an ITT savings plan for salaried or hourly employees, a stock brokerage account, bank or by another holder of record, you are considered the “beneficial owner” because someone else holds the shares on your behalf. If the shares you own are held in a Morgan Stanley Smith Barney account for restricted shares or registered in your name directly with The Bank of New York Mellon, our transfer agent, you are the registered owner and the “shareholder of record.”

How do I vote if I am a participant in ITT’s savings plans for salaried or hourly employees? If you participate in any of the ITT savings plans for salaried or hourly employees, your plan trustee will vote the ITT shares credited to your 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 votes the shares on your behalf because you are the beneficial owner, not the shareholder of record, of the savings plan shares. The trustee votes the savings plan shares 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 savings plans, 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 savings plans to vote these shares, in person or by proxy at the Annual Meeting. ITT salaried or hourly 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 2, 2013.

I participate in the ITT savings plan for salaried employees and am a shareholder of record of shares of ITT common stock. How many proxy cards will I receive?    You will receive only one proxy card. Your savings plan shares and any shares you own as the shareholder of record, including ownership through the ITT Direct Purchase, Sale and Dividend Reinvestment Plan, will be set out separately on the proxy card.

How many shares are held by participants in the ITT employee savings plans?    As of March 13, 2013, the record date, J.P. Morgan Chase, as the trustee for both the employee salaried savings plan and the hourly employee savings plans, held 198,747 shares of ITT common stock (approximately 0.22% of the outstanding shares) for the salaried plan, and 40,940 shares of ITT common stock (approximately 0.04% of the outstanding shares) for the hourly plans.

Who counts the votes? Is my vote confidential?    Representatives of Broadridge count the votes. Representatives of Broadridge will act as Inspectors of Election for the 2013 Annual Meeting. The Inspectors of Election monitor the voting and certify whether the votes of shareholders are kept in confidence in compliance with ITT’s confidential voting policy.

Who pays for the proxy solicitation cost?    ITT pays the cost of soliciting proxies from registered owners. ITT has appointed Innisfree M&A Incorporated to help with the solicitation effort. ITT will pay Innisfree M&A Incorporated a fee of $25,000 to assist with the solicitation and reimburse brokers, nominees, custodians and other fiduciaries for their costs in sending proxy materials to beneficial owners.

Who solicits proxies?    Directors, officers or other regular employees of ITT may solicit proxies from shareholders in person or by telephone, facsimile transmission or other electronic communication.

How does a shareholder submit a proposal for the 2014 Annual Meeting?    Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”) establishes the eligibility requirements and the procedures that must be followed for a shareholder proposal to be included in a public company’s proxy materials. Under the rule, if a shareholder wants to include a proposal in ITT’s proxy materials for its next Annual Meeting, the proposal must be received by ITT at its principal executive offices on or before November 27, 2013, and comply with eligibility requirements and procedures. An ITT shareholder who wants to present a matter for action at ITT’s next Annual Meeting, but chooses not to do so under Exchange Act Rule 14a-8, must deliver to ITT, at its principal executive offices, on or before November 27, 2013, a written notice to that effect; provided, however, in the event that the date of the 2014 Annual Meeting is changed by more than 30 days from the anniversary date of the 2013 Annual Meeting, such notice must be received not later than 120 days calendar days prior to the 2014 Annual Meeting or 10 calendar days following the date on which public announcement of the date of the annual meeting is first made. In either case, as well as for shareholder nominations for Directors, the shareholder must also comply with the requirements in the Company’s By-laws with respect to a shareholder properly bringing business before the Annual Meeting. (You can request a copy of the By-laws from the Secretary of ITT.)

Can a shareholder nominate Director Candidates?    The Company’s By-laws permit shareholders to nominate Directors and present other business for consideration at the Annual Meeting. To make a Director nomination or present other business for consideration at the 2014 Annual Meeting, you must submit a timely notice in accordance with the procedures described in the Company’s By-laws. To be timely, notice of Director nomination or any other business for consideration at the annual meeting must be received by our Secretary at our principal executive offices no less than 90 days nor more than 120 days prior to the date we released our proxy statement to shareholders in connection with last year’s annual meeting. Therefore, to be presented at our 2014 Annual Meeting, such a proposal must be received on or after November 27, 2013, but not later than December 27, 2013. The nomination and notice must meet all other qualifications and requirements of the Company’s Corporate Governance Principles and committee charters (the “Corporate Governance Principles”), By-laws and Regulation 14A of the Exchange Act. The nominee will be evaluated by the Nominating and Governance Committee of the Board using the same standards as it uses for all Director nominees. These standards are discussed in further detail below under “Information about the Board of Directors-Director Selection and Composition.” No one may be nominated for election as a Director after he or she has reached 72 years of age. (You can request a copy of the nomination requirements from the Secretary of ITT.)

Householding of Proxy Materials

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more shareholders sharing the same address by delivering a single proxy statement or a single notice addressed to those shareholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding

materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, please notify your broker. You can request prompt delivery of a copy of the Proxy Materials by writing to: Elizabeth O’Driscoll, Manager, Stock Administration, ITT Corporation, 1133 Westchester Ave., White Plains, NY 10604, by email at Elizabeth.O’Driscoll@itt.com or by calling (914) 641-2000.

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website (www.itt.com) and click on “SEC Filings” under the “Investors” heading. Copies of our Annual Report on Form 10-K for the year ended December 31, 2012, including financial statements and schedules thereto, filed with the SEC, are also available without charge to shareholders upon written request addressed to:

Corporate Secretary

ITT Corporation

1133 Westchester Ave.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

March 31, 2014

Dear Fellow Shareholders:

On behalf of the Board of Directors of ITT Corporation, I cordially invite you to attend our 2014 Annual Meeting of Shareholders, which will be held on Tuesday, May 20, 2014 at 9:00 a.m. Eastern Daylight Time at ITT Corporation Headquarters, 1133 Westchester Avenue, White Plains, New York 10604.

At this year’s meeting, you will be asked to vote on the election of directors, ratify the appointment of the Company’s independent registered public accounting firm, cast an advisory vote related to ITT’s executive compensation program and consider a shareholder proposal, if presented at the meeting.

Attached you will find a Notice of 2014 Annual Meeting of Shareholders and Proxy Statement that contain more information about these proposals and the meeting itself, including:

Every shareholder vote is important. We encourage you to vote promptly, even if you plan to attend the Annual Meeting. We appreciate your participation and your ongoing interest in ITT.

Sincerely,

Denise L. Ramos

Chief Executive Officer and President

NOTICE OF 2014 ANNUAL MEETING OF SHAREHOLDERS

By order of the Board of Directors,

						Lori B. Marino
						Corporate Secretary
						March 31, 2014

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

ITT CORPORATION’S ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON TUESDAY, MAY 20, 2014, AT 9:00 A.M. EDT

The Proxy Statement and Annual Report are available online at

www.proxydocs.com/itt

Internet Availability of Proxy MaterialsTABLE OF CONTENTS

In accordance

Proxy Statement

This Proxy Statement is furnished to the shareholders of record of ITT Corporation, an Indiana corporation (the “Company” or “ITT”), in connection with SEC rules, we are using the Internetsolicitation 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 20, 2014 (the “Annual Meeting”). The Annual Meeting will be held at 9:00 a.m. Eastern Daylight Time at ITT Corporation Headquarters, 1133 Westchester Avenue, White Plains, New York 10604.

Why did I receive these proxy materials?    Beginning on or about March 31, 2014, this Proxy Statement is being mailed or made available, as our primary meansthe case may be, to shareholders who were shareholders as of furnishing proxy materialsMarch 24, 2014, the record date, as part of the Board of Directors’ solicitation of proxies for the Annual Meeting and any adjournments or postponements thereof. This Proxy Statement and ITT’s 2013 Annual Report to shareholders. Because we are usingShareholders and Annual Report on Form 10-K (which have been furnished to shareholders eligible to vote at the Internet, mostAnnual 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 24, 2014, 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 (“Common Stock”) as of March 24, 2014 may attend the Annual Meeting in person. You will not receive paper copiesneed an admission ticket or proof of our proxy materials. We will instead send these shareholdersownership 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:

Attn: Corporate Secretary

ITT Corporation

1133 Westchester Avenue

White Plains, New York 10604

The proponent of a shareholder proposal included in this Proxy Statement should notify the Company in writing of the individual authorized to present the proposal at the Annual Meeting; this notification should be received at least two weeks before the Annual Meeting.

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.

Information about Voting

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 iswww.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 Daylight Time on May 19, 2014. 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.

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

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 three people named on the accompanying proxy card to act as your proxies at the Annual Meeting.

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:

2.	FOR the ratification of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the 2014 fiscal year;

What if I change my mind?    As a holder of record of our 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 holder of our Common Stock, you should follow the voting directions you will receive—along with the Company’s proxy solicitation materials—from your broker, bank or other custodian. As previously noted, you will need a legal proxy from your broker, bank or other custodian if you prefer to cast your vote in person at the Annual Meeting.

How many shares of ITT stock are outstanding?    As of March 24, 2014, the record date, 91,656,172 shares of ITT 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 the difference between a beneficial owner and a registered owner?    If your shares are registered in your name with ITT’s transfer agent, Wells Fargo Shareholder Services, you are 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 accessingvoting by telephone or on the Internet.

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. If you do not provide voting instructions, your shares will not be voted on any proposal 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 New York Stock Exchange (“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 shareholder proposal without instructions from you, in which case a broker non-vote will occur and your shares will not be voted on these matters.

If you hold shares of ITT Common Stock through a broker, bank or other organization with custody of your shares, 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 Amended and Restated By-laws (the “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 must exceed the number of votes cast “against” that director (with abstentions and broker non-votes not counted as a vote cast with respect to that director). 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 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 (or the equivalent committee then in existence) 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 (or the equivalent committee then in existence) 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 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 the 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 custodian) 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 custodian.

All Other Matters.    The proposal ratifying the selection of the Company’s independent registered public accounting firm, the proposal to conduct an advisory vote on the compensation of the Company’s named executive officers and the shareholder proposal each require that the votes cast in favor of the proposal exceed the votes cast against the proposal. 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 shareholder proposal are each advisory in nature and nonbinding. 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.

There are four formal items scheduled to be voted upon at the Annual Meeting as described in the Notice of 2014 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 do I vote if I am a participant in the ITT Corporation Retirement Savings Plan?    If you participate in the ITT Corporation Retirement Savings Plan, your plan trustee will vote the ITT shares credited to your ITT Corporation 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 Corporation

Retirement Savings Plan. The trustee votes the shares held in your ITT Corporation 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 Corporation 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 Corporation Retirement Savings Plan to vote these shares, in person or by proxy at the Annual Meeting.ITT Corporation 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 Daylight Time on May 15, 2014.

How many shares are held by participants in the ITT Corporation Retirement Savings Plan?    As of March 24, 2014, the record date, the ITT Corporation Retirement Savings Plan held 543,039 shares of ITT common stock (approximately 0.59% of the outstanding shares). J.P. Morgan Chase is trustee of the ITT Corporation 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, New York 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 withhold or 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, New York 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, including our proxy statement and annual report, and voting via the Internet. The Noticematerials.

Why did I receive a “Notice of Internet Availability of Proxy Materials also provides information on how shareholders may obtain paper copies ofMaterials” but no proxy materials?    We distribute our proxy materials if they so choose.to certain shareholders via the Internet under the “Notice and Access” approach permitted by rules of the SEC. This approach 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 31, 2014, 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.

Stock Ownership InformationHow do I receive proxy materials electronically in the future?    This Proxy Statement and the 2013 Annual Report are available online atwww.proxydocs.com/itt. 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 atwww.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 submit a proposal or nominate directors for the 2015 Annual Meeting?

Proposals under SEC Rules:    Under SEC rules, if a shareholder wants us to include a proposal in our Proxy Statement and form of proxy for presentation at our 2015 Annual Meeting of Shareholders, the proposal must be received by us by December 1, 2014 at our principal executive offices at 1133 Westchester Avenue, White Plains, New York 10604, Attention: Corporate Secretary.

Proposals under our By-laws:    Under our By-laws, a shareholder must follow certain procedures to nominate a person for election as a director or to introduce an item of business at an Annual Meeting of Shareholders. These procedures provide that a nomination or the introduction of an item of business at an Annual Meeting of Shareholders must be submitted in writing to the Corporate Secretary of the Company at our principal executive offices. No shareholder nominations were received for the Annual Meeting. If you intend to nominate a director or to propose an item of business at our 2015 annual meeting, you must notify us of your intention, in writing, on or after December 1, 2014, but not later than December 31, 2014. In the event that the date of the 2015 annual meeting 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 2015 annual meeting and not later than 90 calendar days prior to the 2015 annual meeting or 10 calendar days following the date on which public announcement of the date of the 2015 annual meeting is first made.

For any special meeting of shareholders, the nomination or 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 10 calendar days following the date on which the public announcement of the date of the special meeting is first made.

The Boardshareholder’s submission must be made by a registered shareholder on his or her behalf or on behalf of Directors’ sharethe beneficial owner of the shares, and must include information specified in our By-laws concerning the proposal or nominee, as the case may be, and information as to the shareholder’s ownership guidelines currently provide for share ownership levelsof our Common Stock. Any person considering introducing a nomination or other item of business should carefully review our By-laws. We will not entertain any proposals or nominations at five times the annual cash retainer amount. Non-Management Directors receive a portion2015 Annual Meeting that do not meet these requirements. The By-laws are available upon request, free of their retainer in restricted stock units (“RSUs”), which are paid in shares when the RSUs vest. Non-Management Directors are encouraged to hold such shares until their total share ownership meets or exceeds the ownership guidelines.charge, from ITT Corporation, 1133 Westchester Avenue, White Plains, New York 10604, Attention: Corporate Secretary.

Share ownership guidelines for corporate officers, first approved by ITT’s BoardNominations of Directors during 2001, are regularly reviewed. The guidelines specify the desired levels of Company stock ownershipdirectors and encourage a set of behaviors for each officer to reach the guideline levels. The guidelines require share ownership expressed as a multiple of base salary fornotices relating thereto must meet all corporate officers.

Specifically, the guidelines apply as set forth in the table below under the heading “Share Ownership Guideline Summary.” In achieving these ownership levels, shares owned outright, Company restricted stockother qualifications and RSUs, shares held in the Company’s dividend reinvestment plan, shares owned in the ITT Salaried Investment and Savings Plan, and “phantom” shares held in a fund that tracks an indexrequirements of the Company’s stock inCorporate Governance Principles, the deferred compensation plan are considered.

To attaincommittee charters and Regulation 14A under the ownership levels set forth in the guidelines, it is expected that any restricted shares that become unrestricted and all shares acquired through the exerciseSecurities Exchange Act of stock options1934 (the “Exchange Act”). Any nominees will be held, except,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 all cases,further detail below under “Information about the Board of Directors—Director Selection and Composition.”

We strongly encourage any shareholder interested in submitting a proposal 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 extent necessarydetailed requirements of applicable securities laws and the Company’s By-laws. The Corporate Secretary can be reached at ITT Corporation, 1133

Westchester Avenue, White Plains, New York 10604, Attention: Corporate Secretary. Submitting a shareholder proposal does not guarantee that we will include it in our Proxy Statement. The chairman of the Annual Meeting may refuse to meet tax obligations.

Compliance withallow the guidelines is monitored periodically. Non-Management Directors and Company officers are afforded a reasonable periodtransaction of timeany business, or to meetacknowledge the guidelines. The Company has taken the individual tenure and share ownership levelsnomination of Non-Management Directors and corporate officers into accountany person, not made in determining compliance with the guidelines.foregoing procedures.

Share Ownership Guideline Summary

Stock Ownership of Directors, Executive Officers and Certain Shareholders

The following table shows the beneficial ownership of ITT common stock, as of January 31, 2013,2014, by each Director and nominee,director, by each of the NEOs,named executive officers as defined by the SEC in Item 402 of Regulation S-K (“Named Executive Officers” or “NEOs”), and by all Directors, nominees,directors and executive officers as a group.

The number of shares beneficially owned by each Non-Management Directornon-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 Directornon-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 the Company’s common stock.

Set forth below isThe following table gives information about each person or group of persons whom the following persons who beneficially ownedCompany knows to be the beneficial owner of more than 5% of ITTthe outstanding common stockshares of our Common Stock as of March 22, 2013. Thisthe dates set forth below based on information does not include holdingsfiled by that entity with the trustee with respect to individual participants in the ITT Salaried Investment and Savings Plan.SEC.

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, 2012.

the 2011 Omnibus Incentive Plan currently in effect, restricted stock and restricted stock units may be awarded up to a maximum aggregate grant of 1,875,441 shares or units in any one plan year to any one participants.

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 the Common Stock and their transactions in such Common Stock. Based on our records and other information, we believe that the Company’sin 2013 our directors and our executive officers and any persons beneficially owning more than 10% of a registered class of the Company’s equity securities, file reports of ownership and changes in ownership with the SEC within specified time periods. To the Company’s knowledge, based upon a review of the copies of the reports furnishedwho are subject to the Company and written representations that no other reports were required,Section 16(a) met all applicable filing requirements were satisfied in a timely manner for the year ended December 31, 2012.requirements.

Proposals to be Voted on at the 2013 Annual Meeting

TheNine members of our Board are standing for re-election, to hold office until the next Annual Meeting of Directors has nominated eight individualsShareholders. 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 a vote cast with respect to that director). In a contested election for director (an election in which the number of nominees for election as Directorsdirector is greater than the number of directors to be elected), the vote standard would be a plurality of votes cast.

In accordance with our Corporate Governance Principles, the Board will nominate for election or re-election as a director only candidates who agree to tender, promptly following their failure to receive the required vote for election or re-election at a meeting in which they would face election or re-election, an irrevocable resignation that will be effective upon acceptance by the Board. 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 and submits his or her resignation to the Chairman of the Board or the Corporate Secretary, then the Nominating and Governance Committee (or the equivalent committee then in existence) shall promptly consider the resignation and all relevant facts and circumstances concerning any vote and the best interests of the Company and its shareholders. The Board will act on the Committee’s recommendation no later than its next regularly scheduled Board meeting 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 next Annual Meeting of Shareholders, his or her successor having been duly elected and qualified, or his or her death, resignation or removal.

The nine nominees for election to the Board in 2014 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 2013 Annual Meeting. If unforeseen circumstances arise beforetime of the 2013 Annual Meeting, andthen the persons named as proxies may vote for a substitute nominee becomes unablechosen by the present Board to serve,fill the vacancy. Alternatively, the Board of Directors couldmay reduce the size of the Board or nominate another candidate for election. Ifof Directors. The individuals named as proxies in the Board nominates another candidate, the proxies could use their discretionProxy Card intend to vote for that nominee. Each Director elected at the 2013 Annual Meeting will be elected to serve asproxy (if you are a Director until ITT’s next Annual Meeting.

The Boardshareholder of Directors recommends that you voterecord) FOR the election of each of these nominees, unless you indicate otherwise on the Proxy Card.

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

		Denise L. Ramos Chief Executive Officer and President, ITT Corporation

Director Biographical Information:Ms. Ramos, 56, was appointed Chief Executive Officer and President and elected a Director of ITT on October 31, 2011. She previouslyOrlando D. Ashford, 45, has served as Senior Vice President and Chief Financial Officer of ITT. Ms. Ramos has greater than 20 years of business and financial experience acquired at Atlantic Richfield Company (ARCO). During her tenure at ARCO, she served in a number of increasingly responsible finance positions, including Corporate General Auditor and Assistant Treasurer. In addition, Ms. Ramos has five years of experience at Yum! Brands, Inc., where she was Senior Vice President and Corporate Treasurer for Yum! and Chief Financial Officer for the U.S. division of KFC Corporation. Prior to joining ITT in 2007, Ms. Ramos served as Chief Financial Officer for Furniture Brands International. Ms. Ramos holds a Master of Business Administration in Finance from the University of Chicago and attended Purdue University’s economic honors program.

Director Experience, Qualifications, Attributes or Skills Relevant to Board Membership:

Ms. Ramos’s unique background combines more than two decades in the oil and gas industry with significant retail and customer-centric experience. She has extensive operational and manufacturing experience with industrial companies and, in particular, she has intimate knowledge of the Company’s business and operations having served as our Chief Financial Officer since 2007. Ms. Ramos is on the Board of Trustees for the Manufacturers Alliance for Productivity and Innovation and was recently included in the Top 100 Women Leaders in Science, Technology, Engineering, and Math publication by STEMconnector.

Directorships at Public Companies for the Preceding Five Years:Ms. Ramos has been a Director of ITT since October 31, 2011.

		Frank T. MacInnis Chairman and former Chief Executive Officer, EMCOR Group, Inc., one of the world’s largest providers of electrical and mechanical construction, energy infrastructure and facilities services

Director Biographical Information:Mr. MacInnis, 66, is currently Chairman of the Board and was Chief Executive Officer of EMCOR Group, Inc. from April 1994 to January 2011. He was also

President of EMCOR from April 1994 to April 1997. Mr. MacInnis is Chairman of the Board and a director of ComNet Communications, LLC and The Williams Companies, Inc. He also serves on the Board of Directors of Gilbane, Inc. Mr. MacInnis received an undergraduate degree from The University of Alberta and is a graduate of The University of Alberta Law School, Alberta, Canada.

Director Experience, Qualifications, Attributes or Skills Relevant to Board Membership:

Mr. MacInnis has greater 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. Mr. MacInnis provides knowledgeable leadership and insight into the many commercial and defense markets served by the Company and has a strong corporate and finance background.

Directorships at Public Companies for the Preceding Five Years:Mr. MacInnis has been a Director of ITT since 2001. He was elected Chairman of the Board of ITT on October 31, 2011. Mr. MacInnis has been Chairman of the Board and a director of EMCOR Group, Inc. since 1994 and a Director of The Williams Companies, Inc. since 1998. He was elected Chairman of the Board of The Williams Companies, Inc. in May 2011. In December 2011, Mr. MacInnis joined the Board of Directors of Gilbane, Inc., a real estate development and construction company.

		Orlando D. Ashford President, Talent Business Segment Mercer

Director Biographical Information:Mr. Ashford, 44, is the President of the Talent business segment at Mercer. Previously,Mercer, a global consulting leader and subsidiary of Marsh & McLennan Companies (“Marsh”), since January 2013. From 2008 to 2012, Mr. Ashford was the Senior Vice President, Chief Human Resources and Communications Officer for Marsh. Prior to joining Marsh & McLennan Companies. Inin 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 holds a Bachelor of Science in Organizational Leadership and a Master of Science in Industrial Technology, both from Purdue University.

Director Experience, Qualifications, Attributes or Skills Relevant to Board Membership:

Mr. Ashford has significant experience in multinational organizations, providing experience and skills relevant to the Company’s international sales infrastructure. In 2010 and 2012, Mr. Ashford was named by Savoy magazine as one of the “100 Most Influential Blacks in Corporate America.” In 2011 and 2012, Uptown Professional named him one of the top 100 executives in corporate America. Mr. Ashford is also on the Boardboard of Directorsdirectors for the Executive Leadership Council and for ROADS Charter High School. He also serves on advisory boards for Purdue University School of Technology and the NFL Players Association. Mr. Ashford also currently serves on the Board of Directors of Streetwise Partners.

Directorships at Public Companies for the Preceding Five Years:

Mr. Ashford has served as a Directordirector of ITTthe Company since December 12, 2011.

		Peter D’Aloia Former Senior Vice President and Chief Financial Officer, American Standard Companies, Inc.

Director Biographical Information:Mr.G. Peter D’Aloia, 68, 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 position he held since 2000, before retiring in 2008. Before joining American Standard, Mr. D’Aloia worked for Honeywell where hediversified industrial company, most recently servedserving as Vice President—President, Strategic Planning and Business Development. He spent 2728 years with Honeywell’s predecessor company, AlliedSignal in diverse finance management positions. During his career with AlliedSignal, he servedpositions, including as Vice President—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.

Director Experience, Qualifications, Attributes or Skills Relevant to Board Membership:

Mr. D’Aloia holds a law degree from St. John’s University, a Master of Laws (LLM) in taxation from New York University Law School and a Bachelor of Science degree in accounting from New York University. Mr. D’Aloia has significant executive management experience gained as an executive officer, strong international experience and financial expertise. Mr. D’Aloia has also served asis currently a director of otherthe following public companies: FMC Corporation since 2002 (Chairman of 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 providing additional relevant experience.and not-for-profit organizations. He also served on the board of the following public company within the last five years: AirTran Airways, Inc. from 2004 to 2011.

Directorships at Public Companies for the Preceding Five Years:Mr. D’Aloia has served as a Directordirector of ITTthe Company since October 31, 2011.2011, and is currently Chairman of the Audit Committee. In considering Mr. D’Aloia is also a board member and managingfor director of Ascend Performance Materials, Inc. In addition, he currently serves on the boards of FMC Corporation and WABCO Holdings, Inc. and he formerly served onCompany, 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 AirTran Airways, Inc.several other public companies and his overall financial management abilities, including multinational legal, tax and banking expertise.

Director Biographical Information:Donald DeFosset, Jr., 64, 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. Previously, he was Executive Vice President and Chief Operating Officer ofOver his career, Mr. DeFosset held significant leadership positions in major multinational corporations, including Dura Automotive Systems, Inc. (“Dura”), a global supplier of engineered systems, from October 1999 through June 2000. Before joining Dura,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 (Audit Committee; Compensation 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 Corporate Executive Vice President, Presidentdirector of the Truck GroupCompany since October 2011, and is currently a member of the Office of Chief Executive Officer of Navistar International Corporation from October 1996 to August 1999.

Director Experience, Qualifications, Attributes or Skills Relevant to Board Membership:

Compensation and Personnel Committee and the Nominating and Governance Committee. In considering Mr. DeFosset holds a Masterfor director of Business Administration from Harvard Business School and a Bachelor of Science degree in industrial engineering from Purdue University. Mr. DeFosset has significantthe 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. Mr. DeFosset has also served asHis service on the boards of directors of a directorvariety of otherlarge public companies providing additional relevant experience.further enhances his experience and adds value to the Company’s Board.

Directorships at Public Companies for the Preceding Five Years:Mr. DeFosset has served as a director of ITT since October 31, 2011. Mr. DeFosset also serves as a Director of National Retail Properties Inc.Christina A. Gold, Regions Financial Corporation and Terex Corporation, Inc. Previously, Mr. DeFosset served as a Director of EnPro Industries, Inc. from 2008-2011 and of James Hardie Industries N.V. from 2006 through 2008.

		Christina A. Gold Former President, Chief Executive Officer and Director, The Western Union Company, Inc.

Director Biographical Information:Mrs. Gold, 65,66, was President and Chief Executive Officer of The Western Union Company, a leading company in global money transfer, from September 2006 to September 2010. From May 2002 to September 2006, Mrs. GoldShe was President of Western Union Financial Services, Inc. and Senior Executive Vice President of Western Union’sFirst Data Corporation, former parent company First Data Corporation. From October 1999 toof The Western Union Company, from May 2002 she wasto September 2006. Prior to that, Ms. Gold served as Vice Chairman President and Chief Executive Officer of Excel Communications, Inc. Mrs., from October 1999 to May 2002. From 1998 to 1999, Ms. Gold served as President and Chief Executive OfficerCEO of The Beaconsfield Group, from March 1998 to October 1999. From 1997 to 1998, Mrs.Inc., a direct selling advisory firm that she founded. Ms. Gold was Executive Vice President of Global Development ofbegan her career in 1970 at Avon Products, Inc., and from 1993 to 1997,where she was Presidentspent 28 years in a variety of Avon North America. Mrs.significant leadership positions. Ms. Gold is currently a graduatedirector of Carleton University, Ottawa, Canada. She isthe following public company: International Flavors & Fragrances, Inc. since 2013 (Compensation Committee). Ms. Gold has also served as a director since 2001 of New York Life Insurance Company and currently serves on the board member of the Safe Water Network. She has also served on the boards of the following public companies within the last five years: Exelis Inc. from 2011 to 2013 and The Western Union Company from 2006 to 2010.

Director Experience, Qualifications, Attributes or Skills Relevant toMs. 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 Membership:

Mrs. Gold hasconsidered her extensive experience as the Chief Executive Officer of a public company with wide ranging global leadership, management and marketing experience. She was recognized in 2003, 2006, 2008 and 2009 byFortunemagazine as one of America’s 50 Most Powerful Women in Business and byForbesmagazine on its “100 Most Powerful Women” list in 2007, 2008, and 2009.BusinessWeekThe Board also namedconsidered her as one of the top 25 U.S. managers in 1996. She served as Director of The Western Union Company from October 2006 to September 2010.

Directorships at Public Companies for the Preceding Five Years:Mrs. Gold has servedlong history as a Director of ITT since 1997the Company and as a Director of New York Life Insurance Company, a mutual company, since 2001. Mrs. Gold previously served as a Director of Torstar Corporation, a broad-based Canadian media company. She served as a Director of The Western Union Company from October 2006 to September 2010. Mrs. Gold was elected a Director of Exelis Inc. on October 31, 2011; as partextensive knowledge of the transaction processCompany, its operations and its people.

Richard P. Lavin, 62, is currently 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 separation of the Xylem Inc. and Exelis Inc. businesses from ITT, Mrs. Gold has agreedcommercial vehicle market. Prior to resign as a director of Exelis Inc. with effect from the date of the election of her replacement at Exelis Inc.’s annual shareholders meeting.

		Richard P. Lavin Formerjoining Commercial Vehicle Group, President, Caterpillar, Inc., a leading manufacturer of construction and mining equipment, diesel and natural gas engines; industrial gas turbines; and diesel-electric locomotives.

Director Biographical Information:Mr. Lavin 61, wasspent 30 years in a group presidentvariety of positions with Caterpillar Inc. for Construction Industries and Growth Markets. In November 2009, Mr. Lavin was appointed to the Board of Directors of USG Corporation, a leading building products company. He is also a member of the Board of Directors of the U.S. China Business Council, U.S. India Business Council and the U.S. Korea Business Council. He is a member of The Conference Board and the Chicago Council of

Global Affairs. He serves on the International Advisory Council of Guanghua School of Management at Peking University and is on the Board of Trustees at Bradley University. Mr. Lavin has a bachelor’s degree from Western Illinois University and law degrees from both Creighton University and Georgetown University.

Director Experience, Qualifications, Attributes or Skills Relevant to Board Membership:

Mr. Lavin has extensive experience in Asian and Latin American operations and was a product manager in Track-Type Tractors. Before becoming a group, including as vice president he was most recently 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.Ltd, and as a group president for Construction Industries and Growth Markets. Mr. Lavin had administrative responsibilityis also on the Board of Trustees at Bradley University. Mr. Lavin is currently a director of the following public companies: Commercial Vehicle Group, Inc. since 2013; and USG Corporation since 2009 (Compensation Committee; Finance Committee).

Mr. Lavin has served as a director of the Company since May 2013, and is currently a member of the Nominating and Governance Committee and the Compensation and Personnel Committee. In considering Mr. Lavin for manufacturingdirector 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 the region, including facilities in China, India, Japan and Indonesia.the Asia-Pacific region. In addition, Mr. Lavin washas 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. He

Frank T. MacInnis, 67, 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 currently a director of the following public companies: EMCOR Group, Inc. since 1994 (Risk Oversight Committee); and The Williams Companies, Inc. since 1998 (Chairman of the Board; Chairman of the Nominating and Governance Committee; Compensation Committee). Mr. MacInnis is also a director of USG Corporation, providing additional relevant experience.various private companies and not-for-profit organizations.

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, financial and accounting areas, legal, strategy development and risk management.

Directorships at Public CompaniesRebecca A. McDonald, 61, 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 Preceding Five Years: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: Granite Construction Incorporated since 1994 (Chairwoman of Compensation Committee; Executive Committee; Audit/Compliance Committee). Ms. McDonald is also currently a director of Aggreko plc since 2011 and a director of Veresen Inc. since 2008.

Mr. LavinMs. McDonald has served as a director of the Company since December 2013, and is currently a member of 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.

Denise L. Ramos, 57, 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 on the Board of DirectorsTrustees for the Manufacturers Alliance for Productivity and Innovation and was recently included in the Top 100 CEO Leaders in Science, Technology, Engineering, and Math publication by STEMconnector. She is also a member of USG Corporation from November 2009 to the present.Business Roundtable and the Business Council.

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.

Director Biographical Information:Mr.Donald J. Stebbins 55,, 56, served as the Chairman and Chief Executive Officer of Visteon Corporation, a leading global supplier of innovative climate, interior, electronic and lighting products for automotive vehicle manufacturers, from December 2008 through August 2012 and as the Chief Executive Officer from June 2008 through Augustto 2012. Mr. Stebbins joined Visteon in June 2005 as the President and Chief Operating Officer. Prior to joining Visteon, he was President and Chief Operating Officer of Lear Corporation’s operations in Europe, Asia and Africa. Before that, he was President and Chief Operating Officer of Lear Corporation’s operations in the Americas. Before joining Lear in 1992, Mr. Stebbins held positions at Bankers Trust Co. and Citibank.

Director Experience, Qualifications, Attributes or Skills Relevant to Board Membership:

Mr. Stebbins has more than 20 yearsis currently a director of leadership experience in global operations and finance, including 13 years in senior leadership positions with Lear before joining Visteon.the following public company: WABCO Holdings Inc. since 2007 (Compensation Committee). He also served on the board of the following public company within the last five years: Visteon Corporation from 2006 to 2012. Mr. Stebbins also serves on the board of Allied Specialty Vehicles, Inc., a privately held producer of specialty vehicles.

Directorships at Public Companies for the Preceding Five Years:Mr. Stebbins has served as a Directordirector of ITTthe Company since March 1, 2012. He alsoFebruary 2012, and is currently serves ona member of the boardAudit Committee. In considering Mr. Stebbins for director of WABCO Holdings, Inc.the Company, the Board considered his significant executive management experience gained as an executive officer of two Fortune 500 public companies, strong international experience gained as Chairman and he served on Visteon’sChief Executive Officer of Visteon, as well as financial expertise gained through a variety of financial positions of increasing responsibility with Lear, including as chief financial officer.

Recommendation of the Board of Directors from December 2006 until August 2012.

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

Item 2.    Ratification of Appointment of the Independent Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. To execute this responsibility, the Committee engages in a comprehensive annual evaluation of the independent auditor’s qualifications, performance and independence and whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm.

The Audit Committee has selected, and the Board of Directors has appointedratified the selection of, Deloitte to serve as ITT’sour independent registered public accounting firm for 2013. Shareholder ratification2014. 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 to 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 not requiredfive years. The process for making such appointment forselection of the fiscal year ending December 31, 2013, becauseCompany’s lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee has responsibilityand the candidate for the appointmentrole, as well as discussion by the full Committee and with management.

The Audit Committee and the Board of Directors believe that the continued retention of Deloitte as our independent registered public accounting firm. The appointmentfirm is being submittedin 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 2014. Although ratification is not required by our By-laws or otherwise, the Board is submitting the selection of Deloitte to our shareholders for ratification withbecause we value our shareholders’ views on the Company’s independent registered public accounting firm and as a view toward solicitingmatter of good corporate practice. In the opinion ofevent that our shareholders which opinionfail to ratify the selection, it will be taken into consideration in future deliberations. No determination has been made asconsidered a recommendation to what action the Board of Directors orand the Audit Committee would taketo consider the selection of a different firm. In addition, even if shareholders do not ratify the appointment.

selection of Deloitte, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.

Deloitte is a registered public accounting firm regulated by the Public Company Accounting Oversight Board (“PCAOB”). Representatives of Deloitte attended all regularly scheduled meetings

of the Audit Committee during 2012.2013. The Audit Committee annually reviews and considers Deloitte’s performance of the Company’s audit. Performance factors reviewed include Deloitte’s:

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 these considerations 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 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 in Rule 3526.PCAOB. Representatives of Deloitte will be present at the 2013 Annual Meeting to answer questions. Representatives of Deloitte also will have the opportunity to make a statement if they desire to do so.

Independent Registered Public Accounting Firm Fees

Aggregate fees billed to the Company for the fiscal years ended December 31, 20122013 and 20112012 represent fees billed by the member firms of Deloitte Touche Tohmatsu, and their respectiveits foreign affiliates.

The guidelines specify the desired levels of Company stock ownership and encourage a set of behaviors for each senior executive officers.to reach the guideline levels. The guidelines require share ownership expressed as a multiple of base salary for all members of senior management, including a requirement that our Chief Executive Officer must own shares of the Company’s common stock equal to five times his or her annual base salary. To attain the ownership levels set forth in the guidelines, it is expected that any restricted shares that become unrestricted and all shares acquired through the exercise of stock options will be held, except, in all cases, to the extent necessary to meet tax obligations.

The Compensation and Personnel Committee reviews compliance with these guidelines periodically. Currently, all of the Company’s senior executives have fully satisfied or are on track to meet these ownership requirements.

In addition, the Company has a policy that prohibits Company employees from hedging their Company stock through engaging in short sales or transacting in put or call options with respect to Company stock. We believe that this policy, among other things, helps provide assurance that senior executives have a significant economic stake in the performance of the Company’s stock and further focuses them on the creation of long-term shareholder value.

Other aspects of the Company’s current compensation programs also already address the proposal’s stated goal of ensuring that senior executives focus on the Company’s long-term success. As discussed in the Compensation Discussion and Analysis, the Board believes that our executive compensation programs for both cash and equity are designed to align executive officers’ interests with the long-term interests of our shareholders. Further, as shown on page 51, 60% of our CEO’s 2013 total direct compensation was in the form of stock-based awards. These awards are made in the form of stock options, RSUs and performance units, providing a balance between incentives based on stock price appreciation and, in the case of performance units, other Company financial objectives (such as growth in return on invested capital). The Company’s practice of structuring a significant portion of executive compensation in the form of long-term equity not only provides a retention tool, but also ties executives’ potential compensation to metrics that are designed to result in enhanced value for shareholders and to ensure that our executives have a vested long-term interest in the Company’s success.

Finally, the Board opposes this proposal because we believe that adopting the policy as requested could limit the Company’s ability to attract and retain executive talent, putting the Company at a competitive disadvantage versus its peers. Imposing the mandatory retention requirements of the proposal would deprive the Board and the Compensation and Personnel Committee of the flexibility to design competitive compensation packages. Further, adopting this proposal would mean that executives would not have access to a portion of their equity compensation until retirement age. This could put the Company at risk of being unable to attract or retain qualified executives unless it increased cash compensation and decreased equity compensation, an outcome that does not align the interests of senior executives with the long-term interests of shareholders. It could also motivate executives who have been successful in enhancing shareholder value to leave the Company or retire earlier than they otherwise would have, in order to be able to share in the value that they helped to create.

In summary, the Board believes that our current compensation programs and practices create an appropriate level of long-term stock holdings in the Company by our senior executives. We believe that beyond the significant stock ownership guidelines discussed above, individuals should be free to determine the mix of assets that best suits their personal needs and circumstances. Based on the foregoing, the Board believes that it is unnecessary and against shareholders’ best interests for the Company to adopt this proposal.

Information about the Board of Directors

ResponsibilitiesRecommendation of the Board of Directors.Directors

The Board of Directors sets policy for ITTunanimously recommends a voteAGAINST this proposal. Unless a contrary choice is specified, proxies solicited by our Board will be votedAGAINST this shareholder proposal.

Corporate Governance and advisesRelated Matters

The Company strives to maintain the highest standards of corporate governance and counselsethical conduct. Maintaining full compliance with the chief executive officerlaws, rules and the executive officers who manage the Company’sregulations that govern our business, and affairs.reporting results with accuracy and transparency, are critical to those efforts. The Company monitors developments in the area of corporate governance and reviews its processes and procedures in light of such developments. The Company also reviews federal laws affecting corporate governance, as well as rules and requirements of the NYSE. The Company implements other corporate governance practices that it believes are in the best interests of the Company and its shareholders.

The following sections provide an overview of ITT’s corporate governance structure and processes, including the independence and other criteria we use in selecting director nominees; our leadership structure; and certain responsibilities and activities of the Board of Directors and its Committees. Our corporate governance structure and processes are based on a number of key governance documents, which are described in the following pages.

The key governance documents, including the most current versions of the Company’s Corporate Governance Principles, and the charters for the Audit, Compensation and Personnel and Nominating and Governance Committees, are available on the Company’s website atwww.itt.com/investors/governance/. The most current version of the Company’s Code of Conduct is responsible for assuring that:available on the Company’s website atwww.itt.com/citizenship/governance/.Shareholders may also obtain copies of these documents free of charge by sending a written request to ITT Corporation, 1133 Westchester Avenue, White Plains, New York 10604, Attention: Corporate Secretary.

Corporate Governance Principles.Principles

The Board of Directors has adopted the Corporate Governance Principles.Principles (or the “Principles”). These Principles govern the operation of the Board of Directors and its Committees and guide the Board of Directors and ITT’s leadership team in the execution of their responsibilities. The Nominating and Governance Committee is responsible for overseeing the Corporate Governance Principles provide, amongand reviews them at least annually and makes recommendations to the Board of Directors for updates in response to changing regulatory requirements, issues raised by shareholders or other things, that stakeholders, changing regulatory requirements or otherwise as circumstances warrant. The Board may amend, waive, suspend, or repeal any of the Principles at any time, with or without public notice, as it determines necessary or appropriate in the exercise of the Board’s judgment or fiduciary duties. As noted above, we have posted the Principles on our website at:www.itt.com/investors/governance/. Among other matters, the Principles include the following items concerning the Board:

Leadership Structure.Structure

The Board believes that the decision as to whether to combine or separate the Chief Executive Officer and Chairman of the Board of Directors positions will depend on the facts and circumstances facing the Company at a given time and could change over time. In today’s challenging economic and regulatory environment, Directors,directors, more than ever, are required to spend a substantial amount of time and energy in successfully navigating a wide variety of issues and guiding the policies and practices of the companies they oversee. To that end, we believe that, although we do not have a formal policy with respect to separation of the Chairman and Chief Executive Officer positions, that having a separate Chairman, whose sole job is to lead the Board, allows our Chief Executive Officer, Ms. Ramos, to completely focus her time and energy on running the day-to-day operations of our Company. The Board believes that the Company’s current leadership structure does not affectis currently in the Board’s role in risk oversightbest interests of the shareholders of the Company.

Communication with the Board of Directors.Directors    Interested

Shareholders and other interested parties may contact all outside Directors as a group,any of the entire Board of Directors,Company’s directors (including the non-executive Chairman), a committee of the Board, of Directorsthe Board’s non-management directors as a group, or an individual Director by submitting a letter to the desired recipient in a sealed envelope labeled “Outside Directors,” “Board of Directors,” or with the name of the Board committee oras a specific Director. This sealed envelope should be placed in a larger envelope and mailedwhole by writing to the Secretary,them c/o ITT Corporation, 1133 Westchester Avenue, White Plains, NY 10604, USA. TheAttention: Corporate Secretary will forward the sealed envelope. Communications are distributed to the designated recipient.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 Person Transactions.Party Transactions

The Company andBoard of Directors has adopted a written Related Party Transaction Policy (the “Policy”) that addresses the Board have adopted formal written policies for evaluation of potential related person transactions, as those terms are defined in the SEC’s rules for executive compensation and related person disclosure, which provide forreporting, review and pre-approvalapproval or ratification of transactions which maywith 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 Regulation S-K of the Exchange Act, and applies to each director or are expectedexecutive officer of the Company; any nominee for election as a director of the Company; any security holder who is known to exceed $120,000 involving Non-Management Directors, Executive Officers, beneficial ownersthe Company to own of five percentrecord or beneficially more than 5% of any class of the Company’s common stock or other securitiesvoting securities; and any immediate family member of any of the foregoing persons (each, a “Related Party”).

The Company recognizes that Related Party transactions 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 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 the transaction may 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 persons.transactions and appropriate review, oversight and public disclosure of them. The Policy supplements the provisions of the Company’s policy generally groups transactions with related persons into two categories: (1) transactions requiringCode of Conduct concerning potential conflict of interest situations. Under the approval ofPolicy, 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, (2) certainwherever possible, to approve such transactions including ordinary course transactions below established financial thresholds, that are deemed pre-approved byin advance of any such transaction being given effect. In connection with approving or ratifying a Related Party transaction, the

Nominating and Governance Committee.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:

In reviewing related person

The Policy provides standing pre-approval for certain types of transactions that are not deemed pre-approved for approval or ratification, the Nominating and Governance Committee will consider the relevant facts and circumstances, including:

The Nominating and Governance Committee is deemed to have pre-approved certain transactions identified in Item 404(a) of SEC Regulation S-K that are not required to be disclosed even if the amount involved exceeds $120,000. In addition, any transaction with another company at which a related person’s only relationship is as an employee (other than an executive officer), Director and/or beneficial owner of less than 10% of that company’s shares is deemed pre-approved; provided, however, that with respect to Directors, if a Director is a current employee,type or if an immediate family member of the Director is a current executive officer, of a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, such transaction shall be reviewed by the Nominating and Governance Committee and not considered appropriate for automatic pre-approval. Regardless of whether a transaction is deemed pre-approved, all transactions in any amount are required to be reporteddue to the Nominating and Governance Committee. Subsequentnature, size and/or degree of significance to the adoption of the written procedures above, the Company has followed these procedures regarding all reportable related person transactions.Company. The Company’s Related Person Transaction Policy is posted on the Company’s website at: http://www.itt.com/investors/governance/transactions/.re-evaluated periodically.

Code of Conduct.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.non-management directors. The Code of Conduct is also posted on the Company’s website at http://www.itt.com/citizenship/code-of-conduct/. The Company discloses any changes or waivers from the Code of Conduct on its website for the Company’s Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, its Non-Management Directorsnon-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. A copy of the Code of Conduct will be provided, free of charge, to any shareholder upon request to the Corporate Secretary of ITT.ITT at 1133 Westchester Avenue, White Plains, New York 10604, Attention: Corporate Secretary.

The Company has also established a confidential ethics phone line to respond to employees’ questions and reports of ethical concerns. In accordance with the Sarbanes-Oxley Act of 2002, 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.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 determined that allreviewed the applicable standards for Board and Committee member independence, as well as our Corporate Governance Principles. A summary of the answers to annual questionnaires completed by each of the directors other than Ms. Ramosand a report of transactions

with director-affiliated entities are independent. Foralso 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 directorreport to be considered “independent,”the full Board of Directors, and the Board has made its independence determinations based upon the Committee’s report and the supporting information.

Under NYSE listing standards, an independent director must affirmatively determinenot have any material relationship with the Company, either directly or as a partner, shareholder or officer of an organization that the director has no direct or indirect materiala relationship with the Company. The Company’s Corporate Governance Principles defineNYSE 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 accordancevarious 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 definitionother 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” 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 each of Mr. Ashford, Mr. D’Aloia, Mr. DeFosset, Ms. Gold, Ms. McDonald, Mr. Lavin, Mr. MacInnis and Mr. Stebbins is “independent” pursuant to the applicable listing standards of the NYSE. None of these directors were disqualified from “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 objective tests, and reviewed and discussed additional information provided by each director and the Company with regard to each 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 NYSE corporate governance rulesmembers of the Audit Committee, Mr. D’Aloia, Ms. Gold, Ms. McDonald and Mr. Stebbins, and Compensation and Personnel Committee, Mr. Ashford, Mr. DeFossett, Mr. Lavin and Mr. MacInnis, meet the applicable SEC definition of independence.

In making its independence determinations, the Board considered transactions occurring since the beginning of the Company’s 2011 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 listed companies. Withconsideration. The Board also considered in its analysis the 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”) standards for compensation committee members. In each case, the Board determined that, because of the nature of the director’s relationship with the entity and/or the amount involved in the transaction, the relationship did not impair the director’s independence. In its review of Mr. Ashford,Ashford’s independence, the Board considered that he is 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 total netconsolidated gross revenues. With respectThe Company did not make any contributions to Mr. Lavin, the Board considered that he isany tax exempt organizations in which any non-management director

serves as an executive officer of a company that, in at least one ofwithin the precedingpast three fiscal years received payments from the Company in an amount less thanwhere such contributions exceeded the greater of $1 million or 2% of his employer’s total net revenues. The Board also considered the Company’s charitable contributions to non-profit organizations with respect to each of the Non-Management Directors. No contributions exceeded 1% of thesuch organization’s consolidated gross revenues of any non-profit organization.

The Company’s Non-Management Directors must be independent and the Charters of the Audit, Compensation and Personnel and Nominating and Governance Committees also require all members to be independent Directors. Members of the Audit Committee must also satisfy a separate SEC and NYSE independence requirement, which provides that they may not be affiliates and may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than their directors’ compensation. Each member of the Compensation Committee also qualifies as a “non-employee director” (as defined under Rule 16b-3 under the Exchange Act) and as an “outside director” (as defined in Section 162(m) of the Internal Revenue Code).

Each year, the Company’s Directors and executive officers complete annual questionnaires designed to elicit information about potential related person transactions. Additionally, Directors and executive officers must promptly advise the Corporate Secretary if there are any changes to the information previously provided.

The Nominating and Governance Committee reviews and considers all relevant facts and circumstances with respect to independence for each Director standing for election prior to recommending selection as part of the slate of Directors presented to the shareholders for election at the Company’s Annual Meeting. The Nominating and Governance Committee reviews its recommendations with the full Board, which separately considers and evaluates the independence of Directors standing for re-election using the standards described above.

Ms. Ramos is not independent because of her position as Chief Executive Officer and President of the Company.revenues.

Board and Committee Roles in Oversight of Risk.Risk

The Board of Directors has primary responsibility for overall risk oversight, including the Company’s risk profile and management controls. The Audit Committee of the Board oversees the Company’s operational and regulatory risk management and risk assessment program, including all risk mitigation processes. The Nominating and Governance Committee has responsibility for assessing and monitoring the Company’s global risk profile, and provideprovides regular reports to the Board with respect to their findings. In addition, the Company has established a cross-functional team of members of management referred to as the Risk Center of Excellence (the “RCOE”), to internally monitor various risks. The Nominating and Governance Committee receives regular reports from RCOE as well. The Compensation and Personnel Committee reviews and assesses compensation and incentive program risks to ensure that the Company’s compensation programs encourage innovation and balance appropriate business risk and rewards without encouraging risk-taking behaviors whichthat may have a material adverse effect on the Company. The Compensation and Personnel Committee structures compensation so that unnecessary or excessive risk-taking behavior is discouraged and behaviors correlated with long-term value creation are encouraged. The Board, Audit, Nominating and Governance, and Compensation and Personnel Committees receive regular reports with respect to the Company’s risk profile and risk management controls.

Compensation Committee Interlocks and Insider Participation.Participation

None of the members of the Compensation and Personnel Committee during fiscal year 20122013 or as of the date of this proxy statement has been an officer or employee of the Company and no executive officer of the Company served on the Compensation Committeecompensation committee or board of any company that employed any member of the Company’s Compensation and Personnel Committee or Board of Directors.

Director Selection and Composition.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. The Nominating and Governance Committee desires that the Board of Directors be diverse in terms of its viewpoints, professional experience, education and skills as well as race, gender and national origin. In addition, ITT’s Corporate Governance 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 technological, business and international experience. On an annual basis, as part of its self-evaluation,The Nominating and Governance Committee desires that the Board of Directors assesses whetherbe diverse in terms of its viewpoints, professional experience, education and skills as well as race, gender and national origin—and the mix of directors is appropriate for the Company. In addition, the Nominating and Governance Committee assesses the effectiveness of these criteria by referring to the criteria when it periodically assesses the composition of the Board. The Board of Directors 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.

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 attributes and experiences will individually and collectively complement the existing Board, evaluating the current Board’s needs for operational, technical, management, financial, international or other expertise and recognizing that ITT’s businesses and operations are diverse and global in nature. In 2012,On an annual basis, as part of its self-evaluation, the full Board consisted of ten Directors. OutDirectors assesses whether its overall mix of the

ten Directors, three are female, and onedirectors is African American. Three of our 2012 Directors, Paul J. Kern, Markos I. Tambakeras and Linda S. Sanford, will retire fromappropriate for the Board effective as of the end of their term, which is the day immediately prior to the Annual Meeting. The retirement of Messrs. Kern and Tambakeras is in accordance with agreements entered into at the time of the separation of the Exelis Inc. and Xylem Inc. businesses from ITT. The eight nominees for Director for 2013 include two female nominees and one African American nominee. The Directors come from diverse professional backgrounds, including technology, financial and manufacturing industries.Company.

To be considered by the Nominating and Governance Committee as a Directordirector candidate, a nominee must first meet the requirements of the Company’s By-laws and Corporate Governance Principles. In addition to these minimum qualifications, the Nominating and Governance Committee evaluates each nominee’s skills to determine if those skills are complementary to the skills demonstrated by current Board members. The Nominating and Governance Committee also evaluates the Board’s needs for operational, technical, management, financial, international or other expertise.

Prior to recommending nominees for election as Directors,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 Directordirector is evaluated and candidates for election participate in interviews with existing Board members and management. Each candidate is subject to thorough background checks. 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.

The Nominating and Governance Committee identifies Directordirector 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 Directordirector candidates and pays a fee to that firm for each such candidate elected to the Board of the Company. The Nominating and Governance Committee will also consider Directordirector nominees recommended by shareholders for electionshareholders. Shareholders who wish to the Company’s Board who meet the qualification standards described above. (See Section II.F. ofrecommend candidates may contact the Nominating and Governance Committee Charter at http://www.itt.com/investors/governance/nominating/ ) Thein the manner described in “Communication with the Board of 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 the 2015 Annual Meeting?” 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 also evaluatesin the same manner as other nominees.

Twelve individuals served on ITT’s Board during 2013. Three of those directors, Paul J. Kern, Markos I. Tambakeras and makes recommendationsLinda S. Sanford, retired on May 6, 2013. Ms. McDonald was elected to the Board unanimously by the directors on December 17, 2013 after careful evaluation and consideration of Directors concerning appointment of Directors to Board Committees, selection of Boardher qualifications for service by the Nominating and Governance Committee Chairs, Committee member qualifications, Committee member appointment and removal, Committee structure and operations and proposal of the Board slateof Directors. Of the nine 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 “Proposals to be Voted on at the 2014 Annual Meeting—Item 1—Election of Shareholders, consistentDirectors,” we provide an overview of the background of each nominee, including their principal occupation, business experience and other directorships, together with criteria approved bythe key attributes, experience and skills viewed as most meaningful in providing value to the Board, of Directors. For the 2013 Annual Meeting, the Nominatingour Company and Governance Committee, each member of which is a Non-Management Director, consistent with the Nominating and Governance Committee Charter and after careful evaluation and consideration of his qualifications for service on the Company’s Board of Directors, recommended that the Board nominate Mr. Lavin to serve as a Director of the Company.our shareholders.

CommitteesExecutive Sessions of Directors

Agendas for meetings of the Board of Directors.    The standing CommitteesDirectors include regularly scheduled executive sessions for the independent directors to meet without management present; the Board’s non-executive Chairman leads those sessions. Board members have access to our employees outside of Board meetings, and the Board described below perform essential corporate governance functions.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.

AuditBoard and Committee Membership

		Ÿ    Review with management and the independent auditor the effect of regulatory and accounting initiatives on the Company’s financial statements.
		Ÿ    As a whole, or through the Audit Committee chair, review and discuss with the independent auditor the Company’s interim financial results to be included in the Company’s earnings report or quarterly reports to be filed with the SEC, including discussion of the Company’s disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations prior to the filing of its Form 10-Q with the SEC.
		Ÿ    Review and discuss with management the types of information to be disclosed and the types of presentations to be made with respect to the Company’s earnings press releases (paying particular attention to the use of any “pro forma” or “adjusted” non-GAAP information and measures) and financial information and earnings guidance provided to analysts and rating agencies.
		Ÿ    Discuss with management and the independent auditor the adequacy and effectiveness of the Company’s internal controls, including the responsibilities, budget, compensation and staffing of the Company’s internal audit function, and meet regularly and privately with the head of the internal audit function.
		Ÿ    Annually request from the independent auditor a formal written statement delineating all relationships between Deloitte and the Company, consistent with the PCAOB Rule 3526. With respect to such relationships, the Audit Committee shall:
		Ÿ    discuss with the independent auditor any disclosed relationships and the impact of the relationship on the independent auditor independence; and
		Ÿ    assess and recommend appropriate action in response to the independent auditor’s report to satisfy itself of the auditor’s independence.

		Ÿ    Pre-approve or delegate to one or more independent members, when appropriate, to pre-approve the retention of the independent auditor for audit-related and permitted non-audit services. Other tax-related consulting and special projects and fees for any other services to be provided by the independent auditor and internal audit service providers must be submitted to the Audit Committee consistent with the Company’s Audit Services, Audit-Related Services and Non-audit Services Policy.
		Ÿ   Confirm the scope of audits to be performed by the independent auditor and any outside internal audit service provider, monitor progress and review results.
		Ÿ   On an annual basis, discuss with the independent auditor its internal quality control procedures, material issues raised in quality control or peer review and any inquiries by governmental or professional authorities in the last five years (and any steps taken to deal with issues raised) regarding the firm’s independent audits of other clients. In addition, the Committee will, on a regular basis, review the experience and qualifications of the lead partner and reviewing partner and determine that all partner rotation requirements, as promulgated by applicable rules and regulations, are executed.
		Ÿ    Review significant findings or unsatisfactory internal audit reports or audit problems or difficulties encountered by the independent auditor in the course of the audit work, including any restrictions on the scope of its activities or on access to requested information, and any significant disagreements with management, and monitor management’s response to such matters. Without excluding other possibilities, the Audit Committee may wish to review with the independent auditor (i) any accounting adjustments that were noted or proposed by such firm but were “passed” (as immaterial or otherwise), (ii) any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement and (iii) any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditor to the Company.

		Ÿ    Provide oversight and discuss with management, internal auditors and the independent auditor, the adequacy and effectiveness of the Company’s overall risk assessment and risk management process, including all risk mitigation processes.
		Ÿ    Establish and maintain free and open means of communication between and among the Audit Committee, the Company’s independent auditor, the Company’s internal audit function, management and the Board.
		Ÿ    Review its performance and Charter at least annually and make recommendations to the Board of Directors for approval and adoption of its Charter.
		Ÿ    Review the Company’s rating agency reviews.
		Ÿ    Review regularly and consider the Company’s environmental, safety and health reserves.
		Ÿ    Review the expense accounts of senior executives.
		Ÿ    Update the Board of Directors on a regular basis with respect to matters coming to its attention that may have a significant impact on the Company’s financial condition or affairs, the Company’s compliance with legal or regulatory requirements and the performance and independence of the independent auditor and the internal audit function.
		Ÿ   Review major issues regarding accounting principles and financial statement presentations, significant changes to the Company’s selection or application of accounting principles and major issues relating to the Company’s internal controls including any specifically required steps to correct identified major internal control issues. The Audit Committee also reviews management’s and the independent auditor’s analyses regarding significant financial reporting issues and judgments made in preparing financial statements including analyses of alternative GAAP methods as well as the effect of regulatory and accounting initiatives and off-balance sheet structures, if any, on the Company’s financial statements.
		Ÿ    In conjunction with the Board of Directors, evaluate the qualifications of its members and its own performance on an annual basis.

		Ÿ    Meet separately, on a regular basis, with the independent auditor, internal auditors and members of management, as well as privately as a Committee.
		Ÿ    Establish policies regarding the Company’s employment and retention of current or former employees of the independent auditor.
		Ÿ    With respect to complaints concerning accounting, internal accounting controls or auditing matters:
		Ÿ    review and approve procedures for receipt, retention and treatment of complaints received by the Company; and
		Ÿ    establish procedures for the confidential, anonymous submission of complaints by employees of the Company regarding questionable accounting or auditing matters to the Audit Committee.
		Ÿ    Establish levels for payment by the Company of fees to the independent auditor and any advisors retained by the Audit Committee.
		Ÿ    Receive regular reports from the Chief Executive Officer, Chief Financial Officer and from the Company’s disclosure control committee representative on the status of the Company’s disclosure controls and related certifications, including disclosure of any material weaknesses or significant deficiencies in the design or operation of internal controls and any fraud that involves management or other employees with a significant role in internal controls.
		Ÿ    Prepare the Report of the Audit Committee required by the SEC to be included in the Company’s Proxy Statement.
		Ÿ    Meet regularly with the Company’s general counsel or head of ethics and compliance to review the implementation and effectiveness of the Company’s Code of Conduct and ethics and compliance program and any proposed waivers of the Code of Conduct for directors and officers.

Independence

The Board of Directors has determined that each member of the Audit Committee meets the independence standards set out in the Board’s Corporate Governance Principles and its Audit Committee Charter,committees meet throughout the requirementsyear on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. The Board of Directors held six meetings during the NYSE currently in effect2013 fiscal year and Rule 10A-3 under the Exchange Act.there were 18 meetings of standing Committees. The Board of Directors has evaluated the performance of thean Audit Committee, consistent with the regulatory requirements.

A copy of the Audit Committee Charter is available on the Company’s website

http://www.itt.com/investors/governance/audit/. The Company will provide, free of charge, a copy of the Audit Committee Charter to any shareholder, upon request to the Secretary of ITT.

Compensation and Personnel Committee

		Ÿ    Review and discuss the Company’s talent review and succession planning process for senior executive positions and review with the full Board of Directors, which provides final approval.
		Ÿ    Regularly report to the Board of Directors on compensation, benefits, continuity and related matters.
		Ÿ    Review and discuss with the Company’s management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K or such other similar proxy rule requirements. Based on such review and discussion, determine whether to recommend to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s annual report or proxy statement for the annual meeting of stockholders.
		Ÿ    Prepare the Compensation Committee Report for the Company’s Proxy Statement.
		Ÿ    Review regularly and consider the Company’s Inclusion & Diversity strategy and the effectiveness of related programs and policies.
		Ÿ    Review its performance and Charter at least annually and make recommendations to the Board of Directors for approval and adoption of its Charter.

Independence

The Board of Directors has determined that each member of the Compensation Committee meets the independence standards set out in the Board’s Corporate Governance Principles and its Compensation and Personnel Committee Charter and the requirements of the NYSE currently in effect.

A copy of the Compensation and Personnel Committee Charter is available on the Company’s website http://www.itt.com/investors/governance/compensation/ . The Company will provide, free of charge, a copy of the Compensation and Personnel Committee Charter to any shareholder, upon request to the Secretary of ITT.

Nominating and Governance Committee

		Ÿ   Determine desired Board and Director skills and attributes and conduct searches for prospective board members whose skills and attributes reflect those desired for the Board of Directors.
		Ÿ   Identify, evaluate and propose nominees for election to the Board of Directors. Consider shareholder nominees for election to the Board.
		Ÿ   Make recommendations to the Board of Directors concerning the appointment of Directors to Board Committees and the selection of Board Committee Chairs.
		Ÿ   Evaluate and make recommendations regarding senior management requests for approval to accept memberships on outside boards.
		Ÿ   Review all material related party transactions prior to initiation of the transaction and make recommendations to the Board of Directors for approval or disapproval.
		Ÿ    Review the results of any review by the Company’s independent auditor of the Company’s policies relating to the ethical handling of conflicts of interest and review of past or proposed transactions between the Company and members of management as well as policies and procedures with respect to officers’ expense accounts and perquisites, including the use of corporate assets, when the results of such reviews are reported to the Audit Committee.
		Ÿ    Review and discuss the Company’s risk management program.
		Ÿ    Review its performance and Charter at least annually and make recommendations to the Board of Directors for approval and adoption of its Charter.

Independence

The Board of Directors has determined that each member of the Nominating and Governance Committee meets the independence standards set out in the Board’s Corporate Governance Principles and its Nominating and Governance Committee Charter and the requirements of the NYSE currently in effect.

A copy of the Nominating and Governance Committee Charter is available on the Company’s website http://www.itt.com/investors/governance/nominating/. The Company will provide, free of charge, a copy of the Nominating and Governance Committee Charter to any shareholder, upon request to the Secretary of ITT.

Meetings of the Board and Committees

During 2012, there were five regularly scheduled Board meetings and 18 meetings of standing Committees. In addition, there were an additional three Board meetings. All Directorsdirectors 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 Directorsdirectors attend the Company’s Annual Meeting.annual meetings. All Directorsdirectors attended the Company’s 2012 Annual Meeting. For 2013 annual meeting either in person or telephonically. Under the Company’s Corporate Governance 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 following table summarizes the current membership of each Committee:

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 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:

The Audit Committee has scheduled five regular meetings.established policies and procedures for the pre-approval of all services by the Company’s 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 of the Independent Registered Public Accounting Firm” earlier 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, as well as independent under ITT’s Corporate Governance Principles. Although more than one member of the Board of Directors satisfies the requirements of the audit committee financial expert, the Board of Directors has identified G. Peter D’Aloia 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), Christina A. Gold, Rebecca A. McDonald (appointed on December 17, 2013) and Donald J. Stebbins. Linda S. Sanford was a member of the Audit Committee until her retirement on May 6, 2013. The Audit Committee held seven meetings during the 2013 fiscal year. The report of the Audit Committee is included on page 31 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:

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, as well as independent under ITT’s Corporate Governance Principles. In conjunctionaddition, each Committee member is a “non-employee director” as defined in Rule 16b-3 under the Exchange Act and an “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. and Richard P. Lavin (appointed on May 7, 2013). Paul J. Kern was a member of the Compensation and Personnel Committee until his retirement on May 6, 2013. The Compensation and Personnel Committee held seven meetings during the 2013 fiscal year. The report of the Compensation and Personnel Committee is included on page 32 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:

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, as well as independent under the Corporate Governance Principles. The Board of Directors has evaluated the performance of the Nominating and Governance Committee consistent with regulatory requirements.

The current members of the Nominating and Governance Committee are Frank T. MacInnis (Chair), Donald DeFosset, Jr., Orlando D. Ashford and Richard P. Lavin (appointed on May 7, 2013). Paul J. Kern and Markos I. Tambakeras were members of the Nominating and Governance Committee until their retirement on May 6, 2013. The Nominating and Governance Committee held four meetings those Directors who are not employees of ITT are scheduled to meet privately (without management) following each Board meeting during the 2013 fiscal year.

20122013 Non-Management Director Compensation

The Board of Directors reviewed Non-Management Director compensation levels in October 2012 with Pay Governance LLC, an independent compensation consulting firm, to ensure that the Company’s Non-Management Director compensation levels are competitive. As a result of that review, the Nominating and Governance Committee and the Compensation Committee recommended, and the Board approved, a compensation package effective as of the date oftable below represents the 2013 Annual Meeting consisting of $100,000 annual cash retainer and an annual equity retainer solely in the form of RSUs of $90,000. The Non-Executive Chairman will receive an additional annual payment in the amount of $125,000 (payable in 50% cash and 50% RSUs), the Audit Committee Chair will receive an additional annual cash payment in the amount of $15,000, the Compensation Committee Chair will receive an additional annual cash payment in the amount of $10,000 and, at any time that the Nominating and Governance Committee Chair is not also the Non-Executive Chairman, the Nominating and Governance Committee Chair will receive an additional annual cash payment in the amount of $10,000.

The following table represents the 2012 grant date fair value of Non-Management Director compensation computed in accordance with GAAP.for non-management directors. As discussed in more detail in the narrative following the table, all Non-Management Directorsnon-management directors receive the same cash fees and stock awards for their service, (exceptwhich consists of a $100,000 annual cash retainer and an annual RSU award with a value of $90,000, except for the following: Mr. MacInnis, as Non-Executive Chairman, received an additional $62,500 cash payment and stock awards with an additional grant date fairRSU award with a value of $62,500; and Mr. D’Aloia as Audit Committee Chair, received an additional $15,000 cash payment).payment; and Ms. Gold as Compensation and Personnel Committee Chair, received an additional $10,000 cash payment. As an employee Director,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 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 Directorsnon-management directors in 20122013 is provided in footnote (2) to the table. Stock awards are composed of RSUs.