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
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement and does not contain all the information you should consider. You should read the entire Proxy Statement before voting.
2025 Annual Meeting Information
For additional information about our Annual Meeting, including instructions on accessing the virtual meeting, see Questions and Answers beginning on page 80.
| Meeting DateTuesdayFebruary 4, 2025 | Meeting PlaceThe Annual Meeting will be held in a virtual format, at www.virtualshareholdermeeting.com/EMR2025 | Meeting Time10:00 a.m.Central Time | Record DateNovember 26, 2024 |
| Voting Matters | BoardRecommendation | Vote Standard | Page |
|---|---|---|---|
| Item 1 Election of Directors | FOR each nominee | Majority present & entitled to vote | 7 |
| Item 2 Advisory Vote on Executive Compensation | FOR | Majority present & entitled to vote | 29 |
| Item 3 Amendment to Restated Articles of Incorporation to Declassify the Company’s Board of Directors | FOR | 85% of total voting power outstanding | 68 |
| Item 4A Reducing the Supermajority Voting Requirements for the Removal of Directors and Amendments to the Provisions in Article 5 | NO RECOMMENDATION | 85% of total voting power outstanding | 69 |
| Item 4B Reducing the Supermajority Voting Requirements in Connection with the Fair Price Provisions for Certain Business Combinations and Amendments to Those Provisions | NO RECOMMENDATION | 85% of total voting power outstanding | 70 |
| Item 4C Reducing the Supermajority Voting Requirements for Amendments to the Terms of any Series of Preferred Stock | NO RECOMMENDATION | Majority of outstanding shares entitled to vote thereon | 70 |
| Item 5 2025 Employee Stock Purchase Plan | FOR | Majority present & entitled to vote | 72 |
| Item 6 Ratification of Independent Registered Public Accounting Firm | FOR | Majority present & entitled to vote | 77 |
For the election of Directors, you have the choice of voting “FOR” individual nominees, “AGAINST” individual nominees, or “ABSTAIN” for individual nominees. For the other proposals you have the choice to vote “FOR”, “AGAINST” or “ABSTAIN”. Whether or not you plan to attend the meeting, please provide your proxy by internet, phone, or by filling in, signing, dating and promptly mailing your proxy card or voting instruction form.
| By Internetwww.proxyvote.com | By Phone1-800-690-6903 | By MailVote Processing,c/o Broadridge51 Mercedes WayEdgewood, NY 11717 |
| PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 1 |
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Proxy Statement Summary
Attending the Meeting
To access the virtual meeting please visitwww.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.
| 2 | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |
Proxy Statement Summary
Our Board Of Directors
Nominees and Continuing Directors
The Emerson Board is divided into three classes. You are being asked to vote on the four Director nominees indicated below for the specified terms. The seven continuing Directors were previously elected to terms ending at the Annual Meeting specified. All Directors are independent, except Mr. Karsanbhai. Please see “Proxy Item No. 1 – Election of Directors” for more information.
| AC Audit CommitteeCC Compensation CommitteeTC Technology and Environmental Sustainability Committee | NC Governance and Nominating CommitteeEC Executive Committee |
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| Director Nominees for Terms ending in 2028 | |||
|---|---|---|---|
| Joshua B. BoltenChief Executive Officer,Business RoundtableAge: 70Director Since 2012Committees: CC, EC, NC | Calvin G. Butler, Jr.President and CEO,ExelonAge: 55Director Since 2024Committees: NC | Surendralal (Lal) L.KarsanbhaiPresident and CEO,EmersonAge: 55Director Since 2021Committees: EC | Lori M. LeeGlobal MarketingOfficer and Senior Executive Vice President of International and Human Resources, AT&T Inc.Age: 59Director Since 2018Committees: AC, EC |
| William H. Easter III, currently an independent Director and a member of the Compensation Committee, Executive Committee and Technology and Environmental Sustainability Committee, will be retiring from the Board as of the Annual Meeting. | |||
| To Continue in Office Until 2026 | |||
| Martin S. CraigheadFormer Chairman andChief Executive Officer,Baker Hughes, Inc.Age: 64Director Since 2019Committees: CC, NC | Gloria A. FlachRetired Corporate VicePresident and COO,Northrop Grumman Corp.Age: 65Director Since 2017Committees: CC, EC, TC | Matthew S. LevatichRetired President andChief Executive Officer,Harley-Davidson, Inc.Age: 59Director Since 2012Committees: AC, TC | |
| To Continue in Office Until 2027 | |||
| Mark A. BlinnFormer Chief ExecutiveOfficer and President,Flowserve Corp.Age: 62Director Since 2019Committees: AC, NC | Leticia Gonçalves LourencoPresident, PrecisionFermentation and ADM Ventures, Archer DanielsMidland CompanyAge: 50Director Since 2023Committees: AC, TC | James M. McKelveyCo-Founder, Block (formerlySquare), Founder, Invisibly, Inc.,and General Partner,Fintop Capital.Age: 59Director Since 2023Committees: CC, TC | James S. TurleyBoard Chair, Emerson,Retired Chair and CEO,Ernst & Young LLPAge: 69Director Since 2013Committees: AC, EC, NC |
| PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 3 |
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Proxy Statement Summary
Continuing Board At A Glance
| Independence | Tenure | Diversity |
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| 25 | Total Board and committee meetings in fiscal 2024 | 100% | Director attendance at 2024 Annual Meeting | Board Refreshment6 New Directors in the last 5 years |
| 88% | Attendance by Directors at committee meetings in fiscal 2024 | 60.6 | Average Director Age | |
| 96% | Attendance by Directors at 7 Board meetings in fiscal 2024 | 2 of 3 | Required committees are chaired by women |
Director Skills and Experiences
Each member of the continuing Board brings invaluable experience. Below we have highlighted skillsets that will be essential as we continue to transform our culture and portfolio. For a full breakdown of the continuing Board’s skills and each Director’s skills and experience, see “Nominees and Continuing Directors’ Skills and Experience Matrix” on page 7.
Board Key Accomplishments
| Portfolio Transformation | Enhanced Oversight of Technology, Cyber and Sustainability | Continued Board Refreshment | Individual Performance Modifier for Annual Cash Incentive |
| 4 | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |
Proxy Statement Summary
Delivering Results and Transforming Our Portfolio
| $17.5B | Net Sales | $2.82 | EarningsPer Share | $5.49 | AdjustedEarningsPer Share |
|---|---|---|---|---|---|
| Up 15% year-over-year Underlying sales up 6% | Down 29% year-over-year | Up 24% year-over-year | |||
| 68 Consecutive Years | of increased dividendsto shareholders | ||||
| Financial results herein represent results from continuing operations unless the context indicates otherwise. | |||||
| Acquisitions | Divestitures |
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| Proposal to acquire all remaining shares of common stock of AspenTech not already owned by Emerson | November 5, 2024 |
|---|---|
| Completed the acquisition of NI, diversifying Emerson's technology into test and measurement automation | October 11, 2023 |
| Completed the acquisition of Afag, an innovative leader in electric linear motion, feeding and handling automation solutions | September 6, 2023 |
| Completed the acquisition of Flexim, a global leader in clamp-on ultrasonic flow measurement for liquids, gases and steam | August 31, 2023 |
| Acquired leader in the life science industry that uses software and modern technology architectures to accelerate speed to market for new therapies, drugs and vaccines | July 1, 2022 |
| Announced successful closing of combination of Emerson's industrial software business with AspenTech | May 16, 2022 |
| Strengthened presence in renewable energy sector with acquisition of leader in the control automation business for wind power generation | December 16, 2021 |
| November 5, 2024SAFETY & PRODUCTIVITY | Commenced a process to explore strategic alternatives, including a cash sale, for the Safety & Productivity segment |
|---|---|
| August 13, 2024COPELAND | Completed the sale of Seller's Note and 40% common equity in Copeland (formerly Climate Technologies) |
| May 31, 2023CLIMATE TECHNOLOGIES | Completed the sale of a majority stake in the Climate Technologies business (the new standalone business is named Copeland) |
| October 31, 2022INSINKERATOR | Completed the sale of the InSinkErator business |
| May 31, 2022THERM-O-DISC | Completed the sale of the sensing and protection technologies business |
| July 12, 2021DANIEL | Completed divestment of Daniel Measurement and Control |
| PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS | 5 |
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Proxy Statement Summary
Additional Highlights
| Director Independence | •Independent Board Chair•10 of 11 continuing Directors are independent•All Board Committees are independent pursuant to requirements of the NYSE and our governance documents•Regular executive sessions attended by non-management Directors only |
|---|---|
| Proposal to Reduce Supermajority Voting Provisions | •In response to shareholder requests, we are submitting a proposal to amend our Restated Articles of Incorporation to reduce supermajority voting requirements with respect to:◦The removal of directors and amendments to the provisions of Article 5 of our Restated Articles of Incorporation;◦Supermajority voting requirements in connection with the fair price provisions for certain business combinations and amendments to those provisions;◦Supermajority voting requirements for amendments to the terms of certain preferred stock |
| Management Proposal to Declassify Board of Directors | •In response to shareholder requests, we are once again submitting a management proposal to amend our Restated Articles of Incorporation to declassify our Board of Directors |
| Environmental Sustainability | •Goal to achieve Net Zero value chain emissions by 2045 from a 2021 baseline•Goal to achieve Net Zero operations by 2030 from a 2021 baseline•Goal to achieve zero waste to landfill by 2032 from 2022 baseline•Near-term and net zero targets have been approved by the Science Based Targets initiative (SBTi)•Reduced Scope 1 and 2 GHG emissions intensity by 52% since 2021•Achieved a 28% reduction in energy intensity from 2021•49% of electricity procured from renewable sources at Emerson locations worldwide |
| Diversity | •45% of continuing Directors are women or ethnically diverse•3 of 5 current Named Executive Officers are ethnically diverse•5 of 9 members of the Office of the Chief Executive are ethnically diverse•Trained over 47,000 employees on diversity awareness and unconscious bias since 2014•8 employee resource groups with over 13,000 members•Designated portion of charitable giving budget to be directed by employee resource groups |
| People and Community | •Provided 349 grants to employees from the Support Our People Fund•Pledged $200 million over 10 years, focusing on addressing education equality•Completed company-wide employee engagement survey with 89% employee participation,reporting 79.2% favorable engagement |
| Three Audit Committee Financial Experts | •The Board has determined that three members of the Audit Committee are Audit Committee Financial Experts under SEC rules |
| Proxy Access Bylaw | •A shareholder, or group of up to 20, holding 3% of Company stock for 3 years may place a limited number of Director nominees in the Company’s proxy statement for election•We further improved our proxy access Bylaw to remove a limitation on the number of proxy access nominees that was based on our classified Board structure |
| Board Refreshment | •Added 6 new Directors in last 5 years•Balance of new and continuing Directors, with average tenure for all Directors of 6.4 years•Average Director age of 60.6 |
| Other Governance Practices | •Directors elected by majority voting•Comprehensive new Director orientation•No shareholder rights plan or “poison pill”•Stock ownership, blackout, clawback, pledging and anti-hedging policies•Annual environmental sustainability, government relations, risk management, trade association memberships, and political spending reports•Recently amended the Company’s Corporate Governance Principles and Practices to enhance our director overboarding policy and added director term limits•Recently created Technology and Environmental Sustainability Committee and amended Audit, Compensation, and Governance and Nominating Committee Charters to include oversight of certain sustainability topics |
| 6 | PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS |
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