Emerson Electric 8-K 2024-02-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 2024

Emerson Electric Co.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (314) 553-2000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

At the Company’s Annual Meeting of Shareholders on February 6, 2024, the Company’s shareholders approved the Emerson Electric Co. 2024 Equity Incentive Plan (the “Plan”). The description of the Plan on pages 64-71 of the Company’s Proxy Statement dated December 8, 2024 (the “Proxy Statement”), is incorporated herein by reference.

The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The final results for each of the matters submitted to a vote at the Company’s 2024 Annual Meeting of Shareholders held on February 6, 2024 are as follows:

Proposal 1: The four Directors named in the Proxy Statement were elected by the shareholders, by the votes set forth in the table below:

Proposal 2: The Company’s executive compensation, as described in the Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth below:

Proposal 3: The proposal to approve an amendment to the Company’s Restated Articles of Incorporation to declassify the Board of Directors, as described in the Proxy Statement, which required the vote of 85% of outstanding shares in favor for approval, was not approved by the shareholders, by the votes set forth below:

Proposal 4: The Company’s 2024 Equity Incentive Plan, as described in the Proxy Statement, was approved by the shareholders, by the votes set forth below:

Proposal 5: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2024 was ratified by the shareholders, by the votes set forth below:

Proposal 6: The shareholder proposal requesting the implementation of a simple majority vote requirement, as described in the Proxy Statement, was approved by the shareholders, by the votes set forth below:

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.