EMERSON ELECTRIC CO
For the period ended Sep 30, 2025. Filed Dec 12, 2025.
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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.
Sep 30, 2025 · Filed Dec 12, 2025
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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 |
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Check the appropriate box:
| o | Preliminary Proxy Statement |
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| 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 all boxes that apply)
| 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 2026 Annual Meeting & Proxy Statement
February 3, 2026
Virtual Meeting Site: www.virtualshareholdermeeting.com/EMR2026
Letter to Shareholders Independent Chair and Chief Executive Officer
Dear Fellow Shareholder:
We are pleased to invite you to join us at the 2026 Annual Meeting of Shareholders of Emerson Electric Co. to be held on Tuesday, February 3, 2026, at 10:00 a.m., Central Time, at our virtual meeting website accessible atwww.virtualshareholdermeeting.com/EMR2026.
At this year’s meeting, we will vote on the election of three 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 will 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.
This year, we accelerated the Company’s transformation into a global automation leader for mission-critical industries. This transformation enables us to serve new customers while also supporting our extensive installed base with innovative technology. The technologies offered by the current portfolio are positioned to serve higher-growth markets that are focused on investing in digital transformation and enhancing efficiency, reliability and safety in their operations.
The recent transformation of the portfolio has occurred through the Company’s large-scale and focused M&A. This year, we achieved a key milestone by acquiring all of Aspen Technology, Inc. This acquisition, along with our recent acquisition and integration of National Instruments and divestiture of Copeland, have created a cohesive automation portfolio with a growing portion of software-defined technology that is positioned to grow with the investment priorities of our customers.
Through this transformative year, we have continued to deliver strong operational performance, exceeding or meeting the free cash flow and adjusted earnings per share objectives we set at the beginning of the year, with operating cash flow up 11%, free cash flow up 12%, earnings per share up 43% and adjusted earnings per share up 9%. This performance is driven by the Emerson Management System, which is designed to put into operation the Company’s Value Creation Framework. This Framework’s objectives are the alignment of our innovation process with anticipated growth, margin expansion and cash generation, and increasing cash returns to shareholders.
This fiscal year, we returned $2.4 billion to shareholders through dividends and share repurchases, while also achieving our 69th consecutive year of increased dividends. We remain focused on returning cash to our shareholders. Recently, we announced a target to return $10 billion by 2028 through dividend growth and $6 billion in share repurchases.
We are proud of the Emerson team’s outstanding performance during this transformational year and appreciate the support of the other members of the Board of Directors. Their guidance enabled our success.
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 2025 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.
Sincerely,
| JAMES S. TURLEY | LAL KARSANBHAI |
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| Chair of Board of Directors | President, Chief Executive Officer and Director |
| i | PROXY STATEMENT FOR EMERSON 2026 ANNUAL MEETING OF SHAREHOLDERS |
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Notice of Annual Meeting of Shareholders for Emerson Electric Co.
| DATE AND TIME: | Tuesday, February 3, 2026, 10:00 a.m. CST |
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| PLACE/MEETING ACCESS: | Virtual Meeting website accessible at www.virtualshareholdermeeting.com/EMR2026 |
| ITEMS OF BUSINESS: | 1.To elect as Directors the three nominees named in the accompanying proxy statement.2.To approve, on an advisory basis, the compensation of Emerson’s named executive officers.3.To ratify the appointment of KPMG LLP as our independent registered public accounting firm.4.To approve an amendment to the Company’s Restated Articles of Incorporation to declassify the Company’s Board of Directors.5. 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 25, 2025 |
| 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/EMR2026 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 25, 2025, 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. |
| 2025 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, 2025. A copy of our Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, 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 12, 2025. |
| By order of the Board of Directors, | |
| December 12, 2025 | Michael Tang |
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| St. Louis, Missouri | Secretary |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 3, 2026 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, 2025, 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 12, 2025. 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 2026 ANNUAL MEETING OF SHAREHOLDERS | ii |
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| Letter to Shareholders – Independent Chair and Chief Executive Officer | i |
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| 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 | 13 |
| Board and Corporate Governance | 13 |
| Corporate Governance and Nominating Committee | 20 |
| Audit Committee | 23 |
| Compensation Committee | 24 |
| Proxy Item No. 2: Advisory Vote on Executive Compensation | 26 |
| Executive Compensation | 27 |
| Compensation Discussion and Analysis | 27 |
| 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 | 58 |
| Pay Ratio Disclosure | 63 |
| Pay vs. Performance | 64 |
| Proxy Item No. 3: Ratification of Independent Registered Public Accounting Firm | 69 |
| Proxy Item No. 4: Vote on Amendment to Restated Articles of Incorporation to Declassify the Company’s Board of Directors | 70 |
| Ownership of Emerson Equity Securities | 71 |
| Ownership of Directors and Executive Officers | 71 |
| Ownership of Greater than 5% Shareholders | 72 |
| Delinquent Section 16(a) Reports | 72 |
| Questions and Answers About the 2026 Annual Meeting | 73 |
| Other Matters | 76 |
| 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 – GAAP to Non-GAAP Reconciliations | C-1 |
| iii | PROXY STATEMENT FOR EMERSON 2026 ANNUAL MEETING OF SHAREHOLDERS |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.