UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 30, 2023, the Company announced that on November 28, 2023 Sara Y. Bosco, the Company’s Senior Vice President, Secretary and Chief Legal Officer, indicated that she would be retiring effective December 31, 2023 (the “Retirement Date”).
In connection with her retirement, on November 28, 2023, the Company and Ms. Bosco entered into a letter agreement (the “Letter Agreement”). Under the Letter Agreement, Ms. Bosco will continue to receive her base salary and certain other benefits through the Retirement Date.
As permitted under the Company’s 2015 Incentive Shares Plan, Ms. Bosco will remain eligible to receive a full payout of any earned awards under the Fiscal 2022 - 2024 and Fiscal 2023 - 2025 Performance Shares Programs, subject to the Company’s achievement of the applicable performance objectives, to be paid at the normal times provided for under the programs.
Ms. Bosco will be eligible to receive distributions from the Company’s nonqualified and qualified pension plans, pursuant to the terms and conditions of and to be paid in the manner and at the times set forth in such plans. She will also be eligible to receive distributions under the Company’s qualified and non-qualified 401(k) and profit-sharing retirement savings plans, as provided under those plans.
Ms. Bosco agrees, among other things: (i) not to compete with, or solicit or hire the employees of, the Company or any of its subsidiaries during a period of four years from the Retirement Date; (ii) not to use or disclose any confidential information of the Company; (iii) to reaffirm all existing non-compete, invention, non-disclosure and non-solicitation obligations she has to the Company; and (iv) to comply with non-disparagement obligations.
Ms. Bosco will also release and discharge the Company, its affiliates, and its and their respective directors, officers, employees, agents and other parties from any and all claims or liabilities of whatever nature and will remain subject to the Company’s clawback policy.
If Ms. Bosco violates any of her obligations to the Company under the Letter Agreement, she will forfeit all payments to be made or benefits provided under the Letter Agreement and will repay to the Company, as liquidated damages, one-half of the economic value of all benefits provided to her under the Letter Agreement prior to the date of breach.
The above description of the Letter Agreement is qualified in its entirety by reference to a copy of the Letter Agreement attached hereto as Exhibit 10.1.
| Item 7.01. | Regulation FD Disclosures. |
The following information is furnished pursuant to Regulation FD.
On November 30, 2023, the Company also announced that Michael Tang has been named Senior Vice President, Secretary and Chief Legal Officer of the Company, effective January 1, 2024. On November 30, 2023, the Company issued a press release announcing Mr. Tang’s appointment and Ms. Bosco’s retirement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
Exhibit |
Description of Exhibits | |
| 10.1 | Letter Agreement dated November 28, 2023 between Emerson Electric Co. and Sara Y. Bosco. | |
| 99.1 | Press Release issued by Emerson Electric Co. on November 30, 2023 | |
| 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.
EMERSON ELECTRIC CO. (Registrant) | ||||||
| Date: November 30, 2023 | By: | /s/ John A. Sperino | ||||
John A. Sperino Vice President and Assistant Secretary | ||||||