EMERSON ELECTRIC CO
For the period ended Feb 4, 2025. Filed Dec 13, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 4, 2025 · Filed Dec 13, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | x | Filed by a party other than the Registrant | o |
|---|
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Materials Pursuant to § 240.14a-12 |
EMERSON ELECTRIC CO.
(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)
| x | No Fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2025 Annual Meeting & Proxy Statement
February 4, 2025
Virtual Meeting Site: www.virtualshareholdermeeting.com/EMR2025
Letter to Shareholders Independent Chair and Chief Executive Officer
Dear Fellow Shareholder:
We are pleased to invite you to join us at the 2025 Annual Meeting of Shareholders of Emerson Electric Co. to be held on Tuesday, February 4, 2025, at 10:00 a.m., Central Time, at our virtual meeting website accessible atwww.virtualshareholdermeeting.com/EMR2025.
At this year’s meeting, we will vote on the election of four Directors and the ratification of the selection of KPMG LLP as Emerson’s independent registered public accounting firm. We have once again proposed to amend our Restated Articles of Incorporation to declassify our Board of Directors. We also propose to amend our Restated Articles of Incorporation to reduce the supermajority voting requirements. We will vote to approve the 2025 Employee Stock Purchase Plan, and hold a non-binding advisory vote on the compensation of Emerson’s named executive officers. Finally, we will report on our business and provide an opportunity for shareholders to ask questions.
Emerson continued to make key strategic moves over the past year and accelerated the implementation of a higher-growth, more cohesive portfolio that delivers advanced automation solutions. All of these efforts are enabled by our focus on a management system that delivers operational excellence and a more modern culture for talent.
This year we continued our transformation, reshaping of Emerson as an industrial technology leader, which included the divestiture of our remaining interest in Copeland and the acquisition of National Instruments. These strategic decisions have built a cohesive automation portfolio that aligns with secular growth drivers: digital transformation, energy security and affordability, sustainability and decarbonization and nearshoring.
During this portfolio transformation, Emerson also achieved its operational performance objectives, meeting or exceeding the underlying sales, free cash flow and adjusted earnings per share targets we set at the beginning of the year, with net sales up 15%, underlying sales up 6%, operating cash flow up 22%, free cash flow up 23%, earnings per share down 29% and adjusted earnings per share up 24%.
Our cultural evolution and continued focus on attracting and retaining top talent also moved forward this year. Driven by new leadership in Finance, Human Resources, Legal, Marketing and Technology, we are resetting the Company’s leadership in alignment with Emerson’s focused direction forward. The Board has also continued its refreshment with the addition of a new director, Calvin Butler, who brings significant operational and leadership experience in the power industry to the Board.
We are thankful for the performance of the Emerson team that delivered this transformational year, and we appreciate the support of the Board of Directors. They have been instrumental in enabling this transformation. We would like to acknowledge the retirement of William Easter, who has been a Board member since 2020, and thank him for his service.
Your vote is important. As the Annual Meeting approaches, please complete, sign and return your proxy card, or use telephone or internet voting prior to the meeting, so that your shares will be represented and voted at the meeting even if you cannot attend. Please see our 2024 Annual Report to Shareholders made available with this Proxy Statement.
On behalf of the Board of Directors and all of us at Emerson, thank you for your ongoing support.
December 13, 2024
Sincerely,
| JAMES S. TURLEY | LAL KARSANBHAI |
|---|---|
| Chair of Board of Directors | President, Chief Executive Officer and Director |
| i | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |
|---|
Notice of Annual Meeting of Shareholders for Emerson Electric Co.
| DATE AND TIME: | Tuesday, February 4, 2025, 10:00 a.m. CST |
|---|---|
| PLACE/MEETING ACCESS: | Virtual Meeting website accessible at www.virtualshareholdermeeting.com/EMR2025 |
| ITEMS OF BUSINESS: | 1.To elect as Directors the four nominees named in the accompanying proxy statement.2.To approve, on an advisory basis, the compensation of Emerson’s named executive officers.3.To approve an amendment to the Company’s Restated Articles of Incorporation to declassify the Company’s Board of Directors.4.To approve amendments to the Company's Restated Articles of Incorporation to reduce supermajority voting requirements for:A.The removal of Directors and amendments to the provisions of Article 5 of our Restated Articles of Incorporation;B.The fair price provisions for certain business combinations and amendments to those provisions in Article 9 of our Restated Articles of Incorporation;C.Amendments to the terms of certain preferred stock.5.To approve the 2025 Employee Stock Purchase Plan.6. To ratify the appointment of KPMG LLP as our independent registered public accounting firm.7. To transact other business, if any, properly brought before the meeting. |
| WHO CAN VOTE: | Record holders of Emerson common stock at the close of business on November 26, 2024 |
| HOW TO VOTE: | Your vote is important, and we urge you to cast your vote in advance of the meeting by telephone, internet or mailing your completed and signed proxy card or voting instruction form, or at the meeting through the virtual meeting website. If you attend the virtual meeting, you may revoke your previously cast vote and vote at the meeting through the virtual meeting website. Each share is entitled to one vote on each matter to be voted upon at the Annual Meeting. Non-shareholders may attend the annual meeting as a guest but will not have the option to vote any shares or ask questions during the virtual meeting. |
| MEETING ADMISSION: | To access the virtual meeting please visit www.virtualshareholdermeeting.com/EMR2025 and enter the 16-digit control number on your notice of internet availability, proxy card, or voting instruction form. Shareholders as of the close of business on November 26, 2024, the record date for the Annual Meeting, or their legal proxy holders may participate in, submit questions, examine the list of shareholders and vote at the Annual Meeting by following instructions on the virtual meeting site. Participants may access the virtual meeting site beginning at 9:45 a.m. Central Time to allow log-in prior to the start of the Annual Meeting at 10:00 a.m., Central Time.For registered shareholders, the control number can be found on your proxy card or notice of internet availability that you previously received. If you are a beneficial or “street name” holder and hold your shares through an intermediary, such as a broker, bank or other nominee, you must obtain instructions from your broker, bank or other nominee to participate in, submit questions, examine the list of shareholders and vote at the Annual Meeting. |
| SHAREHOLDER LIST: | The Company will make a list of shareholders entitled to vote at the Annual Meeting available to shareholders for examination 10 days prior to the Annual Meeting. The Company requests that shareholders seeking to review the list of shareholders contact Emerson Investor Relations at 314-553-2197. Shareholders may access this list during the Annual Meeting at the virtual meeting site by entering their control number. |
| TECHNICAL SUPPORT: | Anyone who has technical difficulties accessing or using the virtual meeting site during the Annual Meeting should call the technical support number on the virtual meeting site. The virtual meeting site is supported on browsers (e.g., Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Each participant should ensure strong WiFi or other internet connection. |
| 2024 ANNUAL REPORT AND DATE OF DISTRIBUTION: | For more complete information regarding Emerson, please review the Annual Report to Shareholders and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. A copy of our Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, accompanies this Notice of Annual Meeting of Shareholders and Proxy Statement. This Notice of Annual Meeting of Shareholders and Proxy Statement and the Annual Report are first being made available or mailed to shareholders on or about December 13, 2024. |
| By order of the Board of Directors, | |
| December 13, 2024 | Michael Tang |
|---|---|
| St. Louis, Missouri | Secretary |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 4, 2025 Emerson’s Notice of Annual Meeting, Proxy Statement, Form of Proxy, and Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, are available, free of charge, at www.proxyvote.com. You will need to input the Control Number located on the proxy card or notice of internet availability of proxy materials when accessing these documents. A separate notice of internet availability of such proxy materials is first being sent to our shareholders on or around December 13, 2024. Shareholders may access these materials and vote over the internet or request delivery of a full set of materials by mail or email. If you receive the separate notice of internet availability of proxy materials, you will not receive a paper or email copy of the proxy materials unless you request one in the manner set forth in the notice.
| PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | ii |
|---|
| Letter to Shareholders – Independent Chair and Chief Executive Officer | i |
|---|---|
| Notice of Annual Meeting of Shareholders for Emerson Electric Co. | ii |
| Proxy Statement Summary | 1 |
| Proxy Item No. 1: Election of Directors | 7 |
| Board and Committee Operations | 14 |
| Board and Corporate Governance | 14 |
| Corporate Governance and Nominating Committee | 23 |
| Audit Committee | 26 |
| Compensation Committee | 27 |
| Proxy Item No. 2: Advisory Vote on Executive Compensation | 29 |
| Executive Compensation | 30 |
| Compensation Discussion and Analysis | 30 |
| Compensation Tables | 50 |
| Summary Compensation Table | 50 |
| Grants of Plan-Based Awards | 52 |
| Outstanding Equity Awards at Fiscal Year-End | 53 |
| Option Exercises and Stock Vested | 54 |
| Pension Benefits | 55 |
| Nonqualified Deferred Compensation | 56 |
| Potential Payments Upon Termination or Change of Control | 57 |
| Pay Ratio Disclosure | 63 |
| Pay vs. Performance | 63 |
| Proxy Item No. 3: Vote on Amendment to Restated Articles of Incorporation to Declassify the Company’s Board of Directors | 68 |
| Proxy Item No. 4: Vote on Amendments to Restated Articles of Incorporation to Reduce Supermajority Voting Requirements | 69 |
| Proxy Item No. 4A: Reducing the Supermajority Voting Requirements for the Removal of Directors and Amendments to the Provisions in Article 5 | 69 |
| Proxy Item No. 4B: Reducing the Supermajority Voting Requirements in Connection with the Fair Price Provisions for Certain Business Combinations and Amendments to Those Provisions | 70 |
| Proxy Item No. 4C: Reducing the Supermajority Voting Requirements for Amendments to the Terms of any Series of Preferred Stock | 70 |
| Proxy Item No. 5: Vote to Approve the 2025 Employee Stock Purchase Plan | 72 |
| Proxy Item No. 6: Ratification of Independent Registered Public Accounting Firm | 77 |
| Ownership of Emerson Equity Securities | 78 |
| Ownership of Directors and Executive Officers | 78 |
| Ownership of Greater than 5% Shareholders | 79 |
| Delinquent Section 16(a) Reports | 79 |
| Questions and Answers About the 2025 Annual Meeting | 80 |
| Other Matters | 83 |
| Appendix A – Emerson Director Independence Standards | A-1 |
| Appendix B – Proposed Amendment to Restated Articles of Incorporation to Declassify the Board | B-1 |
| Appendix C – Proposed Amendments to Restated Articles of Incorporation to Reduce Supermajority Voting Requirements | C-1 |
| Appendix D – 2025 Employee Stock Purchase Plan | D-1 |
| Appendix E – GAAP to Non-GAAP Reconciliations | E-1 |
| iii | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.