Emerson Electric Company filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$EMR
Consumer Electronics/Appliances
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): February 4, 2025
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(Exact Name of Registrant as Specified in Charter)
| --------------------------------- (State or Other Jurisdiction of Incorporation) | ------------------- (Commission | --------------------------- (I.R.S. Employer Identification Number) | ||||||
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| ------------------------------------------------ (Address of Principal Executive Offices) | ------------------ (Zip Code) | ||||||||||
Registrant’s telephone number, including area code:
(314 ) 553-2000
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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:
Securities registered pursuant to Section 12(b) of the Act:
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| NYSE Chicago | ||||||||
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).
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 5.07. 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 2025 Annual Meeting of Shareholders held on February 4, 2025 are as follows:
Proposal 1: The four 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 | ||||||||||
| Joshua B. Bolten | 358,781,284 | 59,329,522 | 1,325,591 | 75,433,163 | ||||||||||
| Calvin G. Butler, Jr. | 409,614,111 | 8,722,577 | 1,099,709 | 75,433,163 | ||||||||||
| Surendralal (Lal) L. Karsanbhai | 411,590,335 | 6,799,119 | 1,046,943 | 75,433,163 | ||||||||||
| Lori M. Lee | 413,202,492 | 5,241,013 | 992,892 | 75,433,163 | ||||||||||
Proposal 2: 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 Non-Votes | ||||||||
| 372,131,485 | 43,336,033 | 3,968,879 | 75,433,163 | ||||||||
Proposal 3: The proposal to approve an amendment to the Company’s Restated Articles of Incorporation to declassify the Board of Directors, as described in the Proxy Statement, which required the vote of 85% of outstanding shares in favor for approval, was not approved by the shareholders, by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 412,498,454 | 5,277,751 | 1,660,192 | 75,433,163 | ||||||||
Proposal 4A: The proposal to approve an amendment to the Company’s Restated Articles of Incorporation to reduce the supermajority voting requirements for the removal of directors and amendments to the provisions of Article 5, as described in the Proxy Statement, which required the vote of 85% of outstanding shares in favor for approval, was not approved by the shareholders, by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 382,509,283 | 11,934,595 | 24,976,748 | 75,448,934 | ||||||||
Proposal 4B: The proposal to approve an amendment to the Company’s Restated Articles of Incorporation to reduce the supermajority voting requirements in connection with the fair price provisions for certain business combinations and amendments to those provisions, as described in the Proxy Statement, which required the vote of 85% of outstanding shares in favor for approval, was not approved by the shareholders, by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 380,934,351 | 12,716,030 | 25,770,245 | 75,448,934 | ||||||||
Proposal 4C: The proposal to approve an amendment to the Company’s Restated Articles of Incorporation to reduce the supermajority voting requirements for amendments to the terms of any series of preferred stock, as described in the Proxy Statement, was approved by the shareholders, by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 381,023,304 | 12,813,892 | 25,583,430 | 75,448,934 | ||||||||
Proposal 5: The Company’s 2025 Employee Stock Purchase Plan, as described in the Proxy Statement, was approved by the shareholders, by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 414,963,672 | 2,780,015 | 1,692,710 | 75,433,163 | ||||||||
Proposal 6: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2025 was ratified by the shareholders, by the votes set forth below:
| For | Against | Abstain | ||||||
| 461,814,343 | 31,062,633 | 1,992,584 | ||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description of Exhibits | |||||||
| 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: | February 7, 2025 | By: | /s/ John A. Sperino | ||||||||
John A. Sperino Vice President and Assistant Secretary | |||||||||||