UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 7, 2023, the Board of Directors of Emerson Electric Co. (the “Company”) adopted the Emerson Electric Co. Annual Cash Incentive Plan (the “Plan”). The Plan permits the granting of annual cash incentive awards to executive officers of the Company based on the attainment of specified performance targets, including, among other items, achievement of financial, operating, and ESG goals and objectives that include, without limitation, goals regarding enterprise level diversity, equity and inclusion and the reduction in greenhouse gas emissions.
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 attached as Exhibit 10(c) to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 8, 2023 and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The final results for each of the matters submitted to a vote at the Company’s 2023 Annual Meeting of Shareholders held on February 7, 2023 are as follows:
Proposal 1: The three Directors named in the Proxy Statement were elected by the shareholders, by the votes set forth in the table below:
| Nominee |
For | Against | Abstain | Broker Non-Votes | ||||
| Martin S. Craighead |
399,808,774 | 32,961,659 | 877,421 | 75,668,796 | ||||
| Gloria A. Flach |
401,292,107 | 31,542,502 | 813,245 | 75,668,796 | ||||
| Matthew S. Levatich |
401,700,069 | 31,027,442 | 920,343 | 75,668,796 |
Proposal 2: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2023 was ratified by the shareholders, by the votes set forth below:
| For |
Against |
Abstain | ||
| 482,525,825 | 25,760,783 | 1,030,042 |
Proposal 3: 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:
| For |
Against |
Abstain |
Broker | |||
| 395,283,615 | 36,116,915 | 2,247,324 | 75,668,796 |
Proposal 4: The frequency of future advisory votes on executive compensation (every one, two or three years) received the non-binding advisory votes of the shareholders set forth in the table below:
| 1 year | 2 years | 3 years | Abstain | Broker Non-Votes | ||||
| 425,304,830 | 1,076,777 | 5,801,714 | 1,464,533 | 75,668,796 |
Based upon these results, the Board of Directors determined to continue to hold an annual advisory vote on executive compensation.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description of Exhibits | |
| 10.1 | Emerson Electric Co. Annual Cash Incentive Plan and Form of Acceptance of Award, incorporated by reference to the Company’s Form 10-Q, filed on February 8, 2023, File No. 1-278, Exhibit 10(c). | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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.
| Date: February 10, 2023 | EMERSON ELECTRIC CO. | |||||
| By: | /s/ John A. Sperino | |||||
| John A. Sperino | ||||||
| Vice President and Assistant Secretary | ||||||