ITT INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Definitive Additional Materials

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Notice of Annual Meeting &

Proxy Statement

100 Washington Boulevard

6th Floor

Stamford, CT 06902​

DEAR FELLOW

SHAREHOLDER​

TIMOTHY H. POWERS

CHAIRMAN OF THE BOARD

April 2, 2024

Dear Fellow Shareholder,

On behalf of the Board of Directors (the “Board”), thank you for your continued partnership and investment in ITT. It has been my pleasure to serve as Chairman of the Board of Directors of ITT since March 2023.

After several challenging years that impacted ITT’s people and its businesses, my fellow Board members and ITT leadership are extremely proud of how all ITTers across the world have worked to deliver a strong performance and helped our customers and partners to succeed. In 2023, our focus on continuous improvement drove these impressive results. Below, you will find important details about how ITT’s Board and management team have been working on your behalf.

FISCAL 2023 ACCOMPLISHMENTS

ITT delivered a strong 2023 financial performance, highlighted by 8% organic revenue growth, 17% adjusted EPS growth and a more than $250 million improvement in free cash flow versus the prior year. The Company also built a record $1.2 billion backlog, providing good visibility into future growth and value creation.

Our strong performance was reflected in the Company’s share performance: for the year, our total shareholder return was up 49%, an outperformance of the S&P 400 Capital Goods Index and the S&P 500 by over 1,100 basis points and 2,200 basis points, respectively, during a year in which we also outperformed the majority of our peer group and relevant market indices.

STRATEGY AND INNOVATION

Since 2019, the company has used a disciplined approach to deploy more than $2.5 billion of capital toward organic growth investments, M&A, dividends and share repurchases. In 2023, this included $108 million of capital expenditures, or 3.3% of revenue, for innovation and technology advancements to drive long-term outperformance, capacity expansion and shop floor productivity.

This year, we expanded into the high-performance brake pads market for luxury and sporting vehicles in Friction with a multi-year investment of $55 million to upgrade our facility in Termoli, Italy. We also made several acquisitions, including specialty connectors manufacturer Micro-Mode Products, Inc. (“Micro-Mode”), and in January 2024, we closed the acquisition of Svanehøj Group A/S (“Svanehøj”), a leading pump provider for cryogenic applications in the marine sector. These acquisitions complement ITT’s product portfolios and capabilities in connectors and flow, which are key growth areas for ITT.

We continue to innovate and harness our engineering DNA to deploy game-changing products and solutions for customers. This includes the Embedded Motor Drive, an electric motor with an integrated variable frequency drive, which reduces energy consumption of industrial pumps and is set to go to market in late 2024, and Axtone’s 1G Buffer, which is designed to prevent damage to goods and infrastructure on freight cars used in intermodal transport. Our innovations also include our new connectors used on Energy Storage Systems, which we developed from concept to prototype in less than six months in China. Our Friction brake pad business in Motion Technologies also continues to lead the transition to electric vehicles, with over 150 new electrified vehicle platform awards, which collectively drove a 130-basis point increase in our total original equipment (“OE”) market share in 2023.

We also returned over $150 million of capital to shareholders through dividends and share repurchases in 2023 and increased our dividend 10% in February 2024.

GOVERNANCE

As part of our commitment to taking a thoughtful approach to board leadership and composition, we have added three new directors in the last year who bring significant industry experience to effectively represent the long-term interests of our shareholders. We appointed Ms. Nazzic Keene and Mr. Kevin Berryman to the Board of Directors in October 2023 and appointed Ms. Sharon Szafranski to the Board in January 2024. It is my pleasure to welcome all three of these talented individuals to the ITT Board. Our refreshment process continues in 2024, which you can see by the Board’s nomination of Mr. Christopher O’Shea in this Proxy Statement as a candidate for election at the 2024 Annual Meeting, as the Board continues to evaluate candidates who meet the standards of our high-performance Board.

ONGOING COMMITMENT TO SUSTAINABILITY

In October 2023, we published our Sustainability Update less than one year after the release of our previous report. We provided detail on our progress towards the key environmental and social targets we set in 2022, which included a 10% reduction in Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions by 2026 against a 2021 baseline. In 2022, we drove a significant reduction in GHG emissions and water consumption, increased our spending with diverse U.S. suppliers,

​ increased the amount of materials we recycled and bolstered our spending on philanthropic causes.

In addition, several of our solar investments came online and started to generate clean electricity, including at sites in China, Italy, Mexico, South Korea, the Netherlands and the United States. These investments reduce costs, increase energy supply security and help us deliver on our carbon emission reduction promise.

You can read more about our commitment to advancing our sustainability initiatives in ITT’s 2023 Sustainability Update, which can be found on our website.

SHAREHOLDER ENGAGEMENT

This year we continued our robust shareholder outreach efforts and contacted shareholders representing approximately 70% of shares outstanding and met with shareholders representing more than 25% of shares outstanding during our fall engagement process. Our conversations covered our 2023 Sustainability Update, capital deployment priorities, human capital management initiatives and progress, and various governance topics, including our ongoing board

refreshment. The feedback received in these shareholder meetings is critical to the Board and leadership team, and shareholder engagement will continue to be a priority in 2024 and beyond.

We encourage you to review the Proxy Statement and the Annual Report and to vote on the included proposals. Information on how to attend our 2024 Annual Meeting and the business to be conducted is provided in the accompanying Notice of Annual Meeting and Proxy Statement. Please vote in advance—your vote matters.

Thank you again for your continued support and investment in ITT. It’s an honor to serve as Chairman of the Board of Directors of ITT, and together with the rest of the Board and management, we look forward to hearing from ITT’s shareholders in 2024.

Sincerely,

TIMOTHY H. POWERS

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NOTICE OF 2024 ANNUAL

MEETING OF SHAREHOLDERS

MEETING INFORMATION

ITT Inc. (“ITT” OR THE “COMPANY”)

Wednesday, May 15, 2024

9:00 a.m. Eastern Time

Virtually, via live webcast at

www.virtualshareholdermeeting.com/ITT2024

ITEMS OF BUSINESS

To elect the nine nominees named in the attached Proxy Statement to the Board of Directors.

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To ratify the appointment of Deloitte & Touche LLP as ITT’s independent registered public accounting firm for 2024.

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To conduct a non-binding advisory vote on the compensation of ITT’s named executive officers.

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To vote on a shareholder proposal regarding political spending, if properly presented at the Annual Meeting.

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To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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WHO CAN VOTE, RECORD DATE

Holders of record of ITT common stock at the close of business on March 19, 2024 are entitled to vote at the 2024 annual meeting of shareholders (“Annual Meeting”) and any adjournment or postponement thereof.

MAILING OR AVAILABILITY DATE

Beginning on or about April 2, 2024, this Notice of 2024 Annual Meeting of Shareholders and the attached Proxy Statement are being mailed or made available, as the case may be, to shareholders of record as of March 19, 2024.

ADMISSION TO THE ANNUAL MEETING

We have determined the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or on your proxy card. We believe the virtual meeting format affords our shareholders an opportunity for meaningful participation. At our virtual Annual Meeting, shareholders will be able to attend, vote and submit questions via the Internet.

ABOUT PROXY VOTING

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

By order of the Board of Directors,

LORI B. MARINO

Senior Vice President, General Counsel

and Corporate Secretary

April 2, 2024

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