Emerson Electric Files 2024 Proxy Statement

Ticker: EMR · Form: DEF 14A · Filed: Dec 13, 2024 · CIK: 32604

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

EMR proxy filing out - check exec pay & vote your shares!

AI Summary

Emerson Electric Co. filed its DEF 14A on December 13, 2024, for the fiscal year ending September 30, 2025. The filing details executive compensation and other corporate governance matters. Key individuals mentioned in relation to compensation tables include S.l. Karsanbhai and D.n. Farr.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and voting matters, enabling informed decisions at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) detailing corporate governance and executive compensation, not indicating new or unusual risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.

What is the reporting period for this Emerson Electric DEF 14A filing?

The conformed period of report is February 4, 2025, with the fiscal year ending September 30.

Who are some of the individuals mentioned in relation to compensation data?

Individuals like S.l. Karsanbhai and D.n. Farr are mentioned in the context of compensation tables and awards for various fiscal years.

What is Emerson Electric's primary business classification?

Emerson Electric Co. is classified under 'ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP)' with SIC code 3600.

Where is Emerson Electric Co. headquartered?

Emerson Electric Co. is headquartered in St. Louis, Missouri, with its business address at 8000 W Florissant Ave.

Filing Stats: 4,466 words · 18 min read · ~15 pages · Grade level 15.1 · Accepted 2024-12-13 16:05:40

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 30 Compensation Discussion and Analysis 30 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 57 Pay Ratio Disclosure 63 Pay vs. Performance 63 Proxy Item No. 3: Vote on Amendment to Restated Articles of Incorporation to Declassify the Company's Board of Directors 68 Proxy Item No. 4: Vote on Amendments to Restated Articles of Incorporation to Reduce Supermajority Voting Requirements 69 Proxy Item No. 4A: Reducing the Supermajority Voting Requirements for the Removal of Directors and Amendments to the Provisions in Article 5 69 Proxy Item No. 4B: Reducing the Supermajority Voting Requirements in Connection with the Fair Price Provisions for Certain Business Combinations and Amendments to Those Provisions 70 Proxy Item No. 4C: Reducing the Supermajority Voting Requirements for Amendments to the Terms of any Series of Preferred Stock 70 Proxy Item No. 5: Vote to Approve the 2025 Employee Stock Purchase Plan 72 Proxy Item No. 6: Ratification of Independent Registered Public Accounting Firm 77 78 78 79 Delinquent Section 16(a) Reports 79 Questions and Answers About the 2025 Annual Meeting 80 Other Matters 83 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 – Proposed Amendments to Restated Articles of Incorporation to Reduce Supermajority Voting Requirements C-1 Appendix D – 2025 Employee Stock Purchase Plan D- 1 Appendix E – GAAP to Non-GAAP Reconciliations E- 1 iii PROXY STATEMENT FOR EMERSO

Election of Directors

Item 1 Election of Directors FOR each nominee Majority present & entitled to vote 7

Advisory Vote on Executive Compensation

Item 2 Advisory Vote on Executive Compensation FOR Majority present & entitled to vote 29

Amendment to Restated Articles of Incorporation to Declassify the Company's Board of Directors

Item 3 Amendment to Restated Articles of Incorporation to Declassify the Company's Board of Directors FOR 85% of total voting power outstanding 68 Item 4A Reducing the Supermajority Voting Requirements for the Removal of Directors and Amendments to the Provisions in Article 5 NO RECOMMENDATION 85% of total voting power outstanding 69 Item 4B Reducing the Supermajority Voting Requirements in Connection with the Fair Price Provisions for Certain Business Combinations and Amendments to Those Provisions NO RECOMMENDATION 85% of total voting power outstanding 70

Reducing the Supermajority Voting Requirements for Amendments to the Terms of any Series of Preferred Stock

Item 4C Reducing the Supermajority Voting Requirements for Amendments to the Terms of any Series of Preferred Stock NO RECOMMENDATION Majority of outstanding shares entitled to vote thereon 70

2025 Employee Stock Purchase Plan

Item 5 2025 Employee Stock Purchase Plan FOR Majority present & entitled to vote 72

Ratification of Independent Registered Public Accounting Firm

Item 6 Ratification of Independent Registered Public Accounting Firm FOR Majority present & entitled to vote 77 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 Internet www.proxyvote.com By Phone 1-800-690-6903 By Mail Vote Processing, c/o Broadridge 51 Mercedes Way Edgewood, NY 11717 PROXY STATEMENT FOR EMERSON 2025 ANNUAL MEETING OF SHAREHOLDERS 1 Proxy Statement Summary Attending the Meeting To access the virtual meeting please visit www.virtualshareholdermeeting.com/EMR2025 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 26, 2024, 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 2025 ANNUAL MEETING OF SHAREHOLDERS Proxy

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