EMERSON ELECTRIC CO
For the period ended Sep 30, 2025. Filed Dec 12, 2025.
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.
Sep 30, 2025 · Filed Dec 12, 2025
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.
2026 Annual Meeting Information
For additional information about our Annual Meeting, including instructions on accessing the virtual meeting, see Questions and Answers beginning on page 73.
| Meeting DateTuesdayFebruary 3, 2026 | Meeting PlaceThe Annual Meeting will be held in a virtual format, at www.virtualshareholdermeeting.com/EMR2026 | Meeting Time10:00 a.m.Central Time | Record DateNovember 25, 2025 |
| 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 | 26 |
| Item 3 Ratification of Independent Registered Public Accounting Firm | FOR | Majority present & entitled to vote | 69 |
| Item 4 Amendment to Restated Articles of Incorporation to Declassify the Company’s Board of Directors | FOR | 85% of total voting power outstanding | 70 |
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 2026 ANNUAL MEETING OF SHAREHOLDERS | 1 |
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Proxy Statement Summary
Attending the Meeting
To access the virtual meeting please visitwww.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.
| 2 | PROXY STATEMENT FOR EMERSON 2026 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 three 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 2029 | |||
|---|---|---|---|
| Martin S. CraigheadFormer Chairman andChief Executive Officer,Baker Hughes, Inc.Age: 65Director Since 2019Committees: CC, NC | Gloria A. FlachRetired Corporate VicePresident and COO,Northrop Grumman Corp.Age: 66Director Since 2017Committees: CC, EC, TC | Matthew S. LevatichRetired President andChief Executive Officer,Harley-Davidson, Inc.Age: 60Director Since 2012Committees: AC, TC | |
| To Continue in Office Until 2027 | |||
| Mark A. BlinnFormer Chief ExecutiveOfficer and President,Flowserve Corp.Age: 63Director Since 2019Committees: AC, TC | James M. McKelveyCo-Founder, Block (formerlySquare), Founder, Invisibly, Inc.,and General Partner,Fintop Capital.Age: 60Director Since 2023Committees: CC, EC, TC | James S. TurleyBoard Chair, Emerson,Retired Chair and CEO,Ernst & Young LLPAge: 70Director Since 2013Committees: AC, EC, NC | |
| To Continue in Office Until 2028 | |||
| Joshua B. BoltenChief Executive Officer,Business RoundtableAge: 71Director Since 2012Committees: CC, EC, NC | Calvin G. Butler, Jr.President and CEO,ExelonAge: 56Director Since 2024Committees: AC, NC | Surendralal (Lal) L.KarsanbhaiPresident and CEO,EmersonAge: 56Director Since 2021Committees: EC | Lori M. LeeGlobal MarketingOfficer and Senior Executive Vice President of International, AT&T Inc.Age: 60Director Since 2018Committees: AC, EC, NC |
| PROXY STATEMENT FOR EMERSON 2026 ANNUAL MEETING OF SHAREHOLDERS | 3 |
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Proxy Statement Summary
Continuing Board at a Glance
| Independence | |
|---|---|
| Total Board and committee meetings in fiscal 2025 | Continuing Directors joined the Board within the last 5 years |
| 31 | 40% |
| Attendance by Directors at committee meetings in fiscal 2025 | Average Director Age |
| 95% | 61.5 |
| Tenure | |
| Attendance by Directors at 9 Board meetings in fiscal 2025 | Rotated 3 Directors to Refresh Committee Assignments |
| 97% | 3 |
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
| Accelerated Portfolio Transformation | Enhanced Oversight of Technology, AI, and Cybersecurity | Aligning Compensation Incentives with Portfolio Transformation | Continued Board Committee Refreshment |
| 4 | PROXY STATEMENT FOR EMERSON 2026 ANNUAL MEETING OF SHAREHOLDERS |
Proxy Statement Summary
Accelerating the Transformation Into a Global Automation Leader
| $18 B | Net Sales | $4.03 | EarningsPer Share | $6.00 | AdjustedEarningsPer Share |
|---|---|---|---|---|---|
| Up 3% year-over-year Underlying sales up 3% | Up 43% year-over-year | Up 9% year-over-year | |||
| 69 Consecutive Years | of increased dividendsto shareholders | ||||
| Financial results herein represent results from continuing operations unless the context indicates otherwise. | |||||
| Acquisitions | Divestitures & Strategic Reviews |
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| Emerson completed the acquisition of the remaining 43% of AspenTech | Fiscal Year 2025March 12, 2025 | Fiscal Year 2025SAFETY & PRODUCTIVITY | Concluded a review process to explore alternatives for the Safety & Productivity segment |
|---|---|---|---|
| Proposal to acquire all remaining shares of common stock of AspenTech not already owned by Emerson | Fiscal Year 2025November 5, 2024 | ||
| August 13, 2024COPELAND | Completed the sale of Seller's Note and 40% common equity in Copeland (formerly Climate Technologies) | ||
| 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 | ||
| 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 | ||
| 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 | ||
| May 31, 2022THERM-O-DISC | Completed the sale of the sensing and protection technologies business | ||
| 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 | ||
| July 12, 2021DANIEL | Completed divestment of Daniel Measurement and Control | ||
| PROXY STATEMENT FOR EMERSON 2026 ANNUAL MEETING OF SHAREHOLDERS | 5 |
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Proxy Statement Summary
Additional Highlights
| Director Independence | •Independent Board Chair•9 of 10 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 |
|---|---|
| Supermajority Voting Provisions | •In response to shareholder requests, we amended our Restated Articles of Incorporation to reduce supermajority voting requirements to majority voting requirements with respect 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 |
| People and Community | •Since its inception in 2021, the Support Our People Fund has awarded 629 grants across 18 countries, helping employees in times of need, and supporting communities around the world.•Completed company-wide employee engagement survey with 91% employee participation, reporting 79% 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 |
| Board Refreshment | •40% of the continuing Directors joined the Board within the last 5 years•Balance of new and continuing Directors, with average tenure for all Directors of 7.8 years•Average Director age of 61.5 |
| Environmental Sustainability | •Goal to achieve Net Zero value chain emissions by 2045 from a 2021 base year•Reduced Scope 1 and 2 GHG absolute emissions by 48% since 2021, progressing toward our goal to achieve Net Zero Operations by 2030•Achieved a 30% reduction in energy intensity from a 2021 base year, making progress on our goal to reduce energy intensity by 35% by 2030•Goal to achieve 10% water use reduction by 2032 from a 2022 base year |
| Other Governance Practices | •Directors elected by majority voting•Comprehensive new Director orientation•Directors overboarding policy•Director term limits•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 created Technology and Environmental Sustainability Committee and amended Audit, Compensation, and Governance and Nominating Committee Charters |
| 6 | PROXY STATEMENT FOR EMERSON 2026 ANNUAL MEETING OF SHAREHOLDERS |
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