UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

EMERSON ELECTRIC CO.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box)

8000 W. Florissant Avenue

St. Louis, MO 63136

Dear Fellow Shareholder:

As our customers explore ways to digitally transform, we are leading the charge – helping them navigate the latest automation capabilities to experience measurable results and reach high levels of safety, productivity, reliability and efficiency. As a technology leader, we are building on our software and analytics capabilities to create high-value solutions and profitable growth. Our Digital Transformation Roadmap with Emerson’s world-class consulting and implementation services is helping customers overcome barriers and realize the benefits of digital transformation through a flexible, tailored, actionable plan. Through strategic,bolt-on acquisitions, we offer a broad automation analytics portfolio to our customers. These acquisitions enable us to advance our use of data to help customers optimize their operations. For more information on our 2019 results, please see our 2019 Annual Report to Shareholders that is being made available with this Proxy Statement.

As we build on our technology capabilities, we are also making investments to help cultivate our strong and engaged workforce, the most valuable asset to our sustained success. I am proud to celebrate the diverse individuals who bring new ideas and innovative solutions to the industry’s toughest challenges. We rely on employee feedback to ensure that we are providing the resources employees need to develop, share ideas and deliver excellent work. I firmly believe that employee engagement is a critical element in deliveringbest-in-class solutions to customers.

None of this would be possible without the work and guidance of our exceptional Board of Directors. I want to extend a special welcome to our newest Board members Martin S. Craighead, former Chairman, President and CEO of Baker Hughes, who was elected to the Board in June, and Mark A. Blinn, former President and CEO of Flowserve, who was elected to the Board in November.

Your vote is very important. I encourage you to complete, sign and return your proxy card, or use telephone or internet voting prior to the meeting, so that your shares will be represented and voted at the meeting even if you cannot attend. On behalf of the Board of Directors and all of us at Emerson, we thank our shareholders for your continued trust and support.

December 15, 201713, 2019

Sincerely,

DAVID N. FARR

Chairman and

Chief Executive Officer

PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

PRELIMINARY COPY

Notice of Annual Meeting of Shareholders for Emerson Electric Co.

ii  PROXY STATEMENT FOR EMERSON 2018

PROXY STATEMENT FOR EMERSON 2020 ANNUAL MEETING OF SHAREHOLDERS		ii

Table of Contents

PRELIMINARY COPY

iii  PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

Proxy Statement Summary

 

 

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. You should read the entire Proxy Statement before voting.

Annual Meeting

 

•

Time and Date: 10:00 a.m., Central Time, Tuesday, February 6, 2018

•

Place:Emerson Headquarters, 8000 W. Florissant Avenue, St. Louis, MO 63136

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Record Date: November 28, 2017

Voting Matters2020 ANNUAL MEETING INFORMATION

For additional information about our Annual Meeting, see Questions and Board RecommendationsAnswers on page 59.

 

Meeting Date: Tuesday February 4, 2020		Meeting Place: Emerson Headquarters 8000 W. Florissant Ave. St. Louis, MO 63136		Meeting Time: 10:00 a.m. Central Time		Record Date: November 26, 2019

Voting Matters  Voting Matter

Board Recommendation

Vote Standard*Standard

Page

Management Proposals

Item 1 Election of Directors

Item 1FOR each nominee

Election of Directors

FOR each nominee

Majority present & entitled to vote

37

Item 2

47

Item 2 Ratification of appointment of KPMG LLP as Independent Registered Public Accounting Firm

FOR

Majority present & entitled to vote

41 54

Item 3

Approval of named executive officer compensation

FOR

Majority present & entitled to vote

41 55

Item  4

Approval of an amendment to the Company’s Restated Articles of Incorporation to provide shareholdersdeclassify the right to amend BylawsCompany’s Board of Directors

FOR

85% of total voting power outstanding

43

Item 5

Ratification of the Company’s forum selection Bylaw

FOR

Majority present & entitled to vote

4456

Shareholder Proposals

Item 6

Approval of proposal to adopt an independent Board Chair policy

AGAINST

Majority present & entitled to vote

46

Item 7

Approval of proposal requesting a political contributions report

AGAINST

Majority present & entitled to vote

50

Item 8

Approval of proposal requesting report on lobbying expenditures

AGAINST

Majority present & entitled to vote

53

Item 9

Approval of proposal on greenhouse gas emissions

AGAINST

Majority present & entitled to vote

55

* For the election of Directors, you have the choice of voting “FOR” all or individual nominees or to “Withhold Authority” to vote for all or individual nominees. For the other proposals, you have the choice to vote “FOR”, “AGAINST” or “ABSTAIN”.

Casting Your VoteFor the election of Directors, you have the choice of voting “FOR” all or individual nominees or to “Withhold Authority” to vote for all or 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.

 

Voting Method
By Internet: www.proxyvote.com		Shareholders of Record and Employee Benefit Plan Participants		Street Name HoldersBy Phone:
Internet1-800-690-6903 (toll free within U.S. and Canada)		Visit the applicable voting website:		www.proxyvote.comBy Mail: Vote Processing, c/o Broadridge 51 Mercedes Way Edgewood, NY 11717		www.proxyvote.com
Telephone		Within the United States, U.S. Territories  and Canada, call toll-free:		1-800-690-6903		1-800-690-6903
Mail		Complete, sign and mail your proxy card or voting instruction form in the self-addressed, postage paid envelope provided, or return it to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
In-Person		For instructions on attending the 2018 Annual Meeting in person, see “Attending the Meeting” below.

Attending the Meeting

You may also vote at the meeting. All attendees must present government-issued photo identification, such as a driver’s license or passport. If you are a shareholder of record, please check the box on your proxy card and bring thetear-off admission ticket with you. If you are a beneficial, or “street name”, holder and your shares are held byin the name of someone else (such as a broker)broker, bank or other nominee), please bring a letter or account statement from that firm showing you were a beneficial holder on November 28, 2017.26, 2019. Failure to provide such identification may result in your exclusion from the meeting.

1  PROXY STATEMENT FOR EMERSON 2018

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PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

Shareholder Engagement

We value our shareholders’ perspective on our businesses and each year interact with shareholders and investment analysts through a variety of engagement activities. As part of our shareholder engagement, we have once again proposed to amend our Restated Articles of Incorporation to declassify our Board of Directors. These engagement activities include our annual investor conference in February and participation in industry conferences in May and September.throughout the year. In addition, we routinely schedule additional engagement meetings with investors and analysts in various locations around the world, which in 20172019 included meetings in New York, Boston, Chicago, London and Frankfurt, among other locations. In 2019, we also hosted analysts and investors at key operational headquarters in Shakopee, Minnesota and St. Louis, Missouri. Investors and analysts may schedule meetings with our Director of Investor Relations to request additional information regarding the Company. We reach out to our largest shareholders each year in connection with our Annual Meeting to discuss the matters that will be voted on at the meeting and respond to questions or concerns. Our Investor Relations department can be reached at314-553-2197, investor.relations@emerson.com, or at www.emerson.com,www.Emerson.com, Investors, Investor Resources, StockholderShareholder Information.

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PROXY STATEMENT SUMMARY

Named Executive Officer and Director Share OwnershipCorporate Governance Highlights

The following summarizes beneficial ownership of Emerson common stock by our NEOs and Directors as of September 30, 2017. You should refer to the more detailed information under “Ownership of Emerson Equity Securities” on page 57 for additional information about how these amounts are calculated under SEC rules and the ownership of our other executive officers and other information about these shares.

Corporate Governance Highlights

From Lead Independent Director

4  PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERSDear Fellow Shareholder:

Board and Committee Operations

Board and Corporate Governance

Board Responsibility

The primary responsibility of our Board is to foster our long-term success. In fulfilling this role, each Director must exercise good faith business judgment in the best interests of Emerson, our shareholders, employees and our shareholders.communities in which we operate. Our Board has responsibility for establishing broad corporate policies, setting strategic direction and overseeing management. Management has responsibility for ourday-to-day operations, implementing these policies and strategic direction, subject to Board oversight.

Governance Principles and Ethics Program

Our Board has adopted Corporate Governance Principles and Practices that govern the structure and operations of our Board, Board oversight of management and relations between the Board and our shareholders. In addition, our Board has adopted an ethics program that applies to all Emerson employees and our Directors, and includes an employee code of conduct, supplements that are specifically applicable to our Directors and executive officers, and an additional code of ethics applicable to our Chief Executive Officer, (“CEO”), Chief Financial Officer, Chief Accounting Officer and Controller.

The Company’s Corporate Governance Principles and each component of its ethics program are available on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Business Ethics. Printed copies of these documents are available to shareholders upon written request to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form8-K by posting required informationany amendments and/or waivers to its ethics code at the same location on its website.

The Board of Directors annually reviews its governance policies and practices, taking into account changes in applicable law, trends in corporate governance and input from shareholders.

Recent Corporate Governance Changes

Our Corporate Governance and Nominating Committee regularly considers a broad range of corporate governance issues and is committed to adopting governance practices that are the most beneficial to the Company and its shareholders. As part of its review process, the Board recently made changes to Emerson’s corporate governance polices:

In 2018, we approved and submitted for shareholder approval amendments to our Restated Articles providing shareholders the right to amend our Bylaws. However, under our Restated Articles, that amendment required the vote of 85% of outstanding shares in favor for approval, which was not attained. Similarly, the 2013 amendment to declassify our Board also required such an 85% vote and did not attain the required approval level.

BOARD AND COMMITTEE OPERATIONS

We are committed to reviewing our Board’s composition to ensure that we continue to have the right mix of skills, diversity, background and tenure. After Adm. Prueher’s retirement, theThe diversity and tenure composition of our Board will beis as follows:

Diversity		Tenure

Our Board’s membership represents a balanced approach to Director tenure, allowing our Board to benefit from the experience of longer-serving Directors as well as the fresh perspectives of newer Directors. The Board is continuouslycontinually seeking out highly-qualified, diverse candidates to add to the range of skills and experiences represented on our Board.

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BOARD AND COMMITTEE OPERATIONS

Our Directors have a wide range of skills and experience in a variety of professions and industries, including:

The specific background, skills and experience of each of our Directors is detailed under Proposal 1 – Election of Directors.

The Corporate Governance and Nominating Committee has the primary responsibility for developing a Director succession plan. The Committee periodically reviews our Board composition and, as further discussed above, identifies the appropriate mix of experiences, skills, attributes and tenure for our Board in light of our Company’s current and future business environment and strategic direction, all with the objective of recommending a group of Directors that can best continue our success and represent our shareholders’ interests. The Committee and our Board are committed to developing a diverse pool of potential candidates for future Board service. As part of this process, the Board recently added Martin Craighead, former Chairman and Chief Executive Officer of Baker Hughes and Mark Blinn, former Chief Executive Officer and President of Flowserve. Among other attributes, Mr. Craighead brings deep knowledge in the energy sector, coupled with a proven record of global leadership and financial expertise. Among other attributes, Mr. Blinn brings a breadth of knowledge in energy and automation end markets, as well as significant financial expertise and board experience.

Other Key Governance Policies

We have adopted corporate governance policies which encourage significant long-term stock ownership and align the interests of our executives with our shareholders. These policies include:

Review, Approval or Ratification of Transactions with Related Persons

We have developed and implemented processes to obtain and review all transactions and relationships in which the Company and any of our Directors, Director nominees or executive officers, or any of their immediate family members, are participants, and to determine

BOARD AND COMMITTEE OPERATIONS

whether any of these individuals have a direct or indirect material interest in any such transaction. Transactions that are determined to be material to a related person are disclosed as required. Pursuant to these processes, all Directors and executive officers annually complete a Director and Executive Officer Questionnaire and a Conflict of Interest Questionnaire that are designed to identify related person transactions and both actual and potential conflicts of interest. We also review the nature and extent of business between the Company and other companies affiliated with our Directors or executive officers. Under the Company’s ethics program, an executive officer is required to immediately disclose all the relevant facts and circumstances of any actual or potential conflict of interest to the Company’s Ethics Committee. If the Ethics Committee determines that there is a conflict, it will refer the matter to the Board of Directors. A Director is required to immediately disclose all the relevant facts and circumstances of any actual or potential conflict of interest to the Board. In each case, the Board will review the matter to make a final determination as to whether a conflict exists, and, if so, the appropriate resolution.

The Company has a written ethics program applicable to all Directors and executive officers of the Company that prohibits Directors and executive officers from entering into transactions, or having any relationships, that would result in a conflict of interest with the Company. Waivers of the ethics program requirements for Directors and executive officers may only be granted by the Board of Directors. The Company’s ethics program documents can be found on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Business Ethics.

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BOARD AND COMMITTEE OPERATIONS

Certain Business Relationships and Related Party Transactions

Based on the review described above, there were no transactions from October 1, 20162018 through the date of this proxy statement, and there are no currently proposed transactions, in which the Company was or is to be a participant, in which the amount involved exceeded $120,000 and in which any of the Company’s Directors or executive officers or any of their immediate family members, or any beneficial holder of more than 5% of our common stock, either had or will have a direct or indirect material interest.

Director Independence

The Board has determined that all current Directors, other than Mr. Farr, are independent, as defined under the general independence standards of the NYSE. W. R. Johnson resigned from the Board in May 16, 2017, but was determined to be independent while he served.New York Stock Exchange (“NYSE”). All Directors identified as independent meet the Board adopted independence standards. These standards are included in Appendix A and are available on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Principles & Practices.

In the course of the Board’s independence determinations, it considered any transactions, relationships and arrangements as required by the Company’s independence standards. In particular, with respect to each of the three most recently completed fiscal years, the Board considered for:

Committees of Our Board of Directors

Our Board of Directors has delegated certain of its responsibilities to committees to provide for more efficient Board operations and allow Directors to engage in deeper analysis and oversight in specific areas of importance. The members and Committee Chairs are designated by the Board based on recommendations from the Corporate Governance and Nominating Committee. The Chair of each Committee helps develop the agenda for that Committee and provides a report to our Board on Committee activities. Each Committee annually reviews the adequacy of its Charter and conducts an evaluation of its performance.

BOARD AND COMMITTEE OPERATIONS

Our Board has adopted written Committee charters which are available on our website, www.emerson.com,www.Emerson.com, Investors, Corporate Governance, Committee Charters. The primary responsibilities and membership of each Committee are below:

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BOARD AND COMMITTEE OPERATIONS

BOARD AND COMMITTEE OPERATIONS

Board and Committee Self-EvaluationsEvaluations

Our Board assesses annually its effectiveness and that of its Committees. All Directors complete a self-evaluationan evaluation form for the Board and for each Committee on which they serve. These forms include numerical ratings for certain key metrics, as well as the opportunity for written comments. The comments provide key insights into the areas Directors believe the Board can

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BOARD AND COMMITTEE OPERATIONS

improve or in which its performance is strong. The self-evaluationevaluation results are reported to the full Board, and each Committee is provided with its Committee evaluation results. The Corporate Governance and Nominating Committee oversees the process. Self-evaluationEvaluation topics include number and length of meetings, topics covered and materials provided, Committee structure and activities, Board composition, including any comments on other members of the Board and their expertise, succession planning, Director participation and interaction with management and promotion of ethical behavior. Our Board discusses the results of each annual self-evaluationevaluation and, as appropriate, implements enhancements and other modifications identified during the self-evaluation.evaluation.

Corporate Governance and Nominating Committee

Nomination Process

The Corporate Governance and Nominating Committee is primarily responsible for identifying and evaluating director candidates and for recommending re-nomination of incumbent directors. The Committee, which consists entirely of independent directors under applicable SEC rules and NYSE listing standards, regularly reviews the appropriate size and composition of the Board and anticipates vacancies and required expertise. The Committee reviews potential nominees from several sources, including Directors, management, shareholders or others. The Company mayCommittee is also authorized to retain an independent search firmfirms to assist in identifying and evaluatingidentify potential nominees. Ms. Flach,director candidates, as well as other external advisors, including for purposes of performing background reviews of potential candidates. Mr. Craighead, who is standing for election for the first time, was recommended by the search firm and by an independent Director.

In evaluating potential nominees, the Committee considers the knowledge, reputation, experience, integrity and judgment of the candidates, their contribution to the diversity of backgrounds, experience and skills on the Board and their ability to devote sufficient time and effort to their duties as Directors. The Board considers the following experience particularly relevant: manufacturing, global business, in particular in emerging markets and China, business development, technology and innovation, legal, investment banking, acquisitions and finance, government, corporate governance and information technology, as well as experience on the boards of other major organizations. The Company’s Corporate Governance Principles set forth the minimum qualifications for nominees. Candidates are interviewed multiple times by the Chairman and CEO, Lead Independent Director, and other members of the Board to ensure that candidates not only possess the requisites skills and characteristics, but also the personality, leadership traits, work ethic, and independence of thought to effectively contribute as a member of the Board. The best candidates are then recommended by the Committee to the Board.

To ensure that the Board continues to evolve and be refreshed in a manner that serves the Company’s changing business and strategic needs, before recommending for re-nomination a slate of incumbent directors for an additional term, the Committee also evaluates whether incumbent directors possess the requisite skills and perspective, both individually and collectively. This evaluation is based primarily on the results of the periodic review the Committee performs of the requisite skills and characteristics of Board members, as well as the composition of the Board as a whole, and the results of the Board’s annual evaluation.

The Board’s policy is to seek the most qualified candidates without regard to race, gender, national origin, religion, disability, age or sexual orientation. However, in evaluating candidates the Committee will consider these diversity criteria. The Board seeks to maintain a balance of perspectives, qualities and skills on the Board to obtain a diversity of viewpoints to better understand the technical, economic, political and social environments in which the Company operates. Existing Board members and outside agencies recommend candidates to further these policy objectives. The Board’s success on these objectives is measured by the range of viewpoints represented on the Board.

The Committee will consider candidates recommended by shareholders if required biographical information is properly submitted as described in “Other Matters—Matters – Future Shareholder Proposals and Nominations” at page 62 below. Properly submitted shareholder recommendations are sent to the Committee and will receive the same consideration as others identified to the Committee.

The Company’s Bylaws permit shareholders to nominate Directors at an annual meeting of shareholders or at a special meeting at which Directors are to be elected. The procedures for making such nominations are discussed in “Other Matters—Matters – Future Shareholder Proposals and Nominations” beginning on page 62.

Proposal to Declassify Board of Directors

The Committee and the Board have approved and submitted to shareholders for approval an amendment to our Restated Articles of Incorporation to declassify our Board. Please see Proxy Item No. 4. Amendment to the Company’s Restated Articles of Incorporation to Declassify the Company’s Board of Directors.

BOARD AND COMMITTEE OPERATIONS

Proxy Access

In 2017, the Board amended the Company’s Bylaws to permit up to 20 shareholders owning in the aggregate at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the nominating holders and the nominees satisfy the requirements specified in the Bylaws, including providing the Company with advance notice of the nomination. For more information on how to submit a nominee for inclusion in Company proxy materials pursuant to these provisions, see “Other Matters—Matters – Future Shareholder Proposals and Nominations” on page 6263 below.

Director Compensation

Processes and Procedures for Determination of Director Compensation

The Corporate Governance and Nominating Committee annually reviews compensation practices for the Company’s Directors and makes recommendations to the Board regarding the form and amount of compensation for determination by the Board. To assist the Committee in performing these duties, management engages an outside consultant to prepare a director compensation analysis and to make recommendations. Based on this analysis, management makes recommendations

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BOARD AND COMMITTEE OPERATIONS

regarding Director compensation for the Committee’s consideration. Frederic W. Cook & Co. prepared this analysis for fiscal 2017. No2019. For fiscal 2020, no changes were recommended by management orand the Committee orand no changes were made by the Board.

Director Compensation Program

Eachnon-management Director is paid an annual retainer in cash and/or restricted stock or restricted stock units (RSUs)(“RSUs”), as well as meeting fees and reimbursement of expenses. The Lead Independent Director and each Committee Chair receive an additional cash retainer. Mr. Farr does not receive any additional compensation for service on the Board. In fiscal 2017,2019, the Director compensation program provided for the following payments:

Effective December 1, 2018, the cash portion of the annual retainer was increased from $100,000 to $115,000 and the restricted stock/RSUs portion of the annual retainer was increased from $140,000 to $150,000, payable February 5, 2019. Other retainers were increased to the following levels: Lead Independent Director – from $25,000 to $30,000, Chairs of Audit and Compensation Committees – from $20,000 to $25,000 and Chairs of Finance and Corporate Governance and Nominating Committees – from $15,000 to $20,000. Board and Committee meeting fees were not increased.

Emerson’s Director Stock Ownership Policy generally requiresnon-management Directors to hold stock equal to five times annual cash compensation.compensation, subject to aphase-in policy for new Directors. Ournon-management Directors are required to hold all restricted stock and RSUs until retirement.retirement from our Board. The awards generally do not vest until the last day of a Director’s term after the age of 72, or earlier death, disability or a change of control of the Company. If a Director’s tenure on the Board ends for any other reason, the vesting of the award is at the discretion of the Committee. If the restrictions on the awards do not lapse, the awards are forfeited to the Company. Restricted stock includes both dividend and voting rights. Dividend equivalents are paid on RSUs, which do not have voting rights.

Directors may defer all or a part of their cash compensation under the Company’s Deferred Compensation Plan forNon-Employee Directors. Directors may also defer payment of the dividend equivalents on RSUs. Deferred amounts are credited with interest quarterly at the Bank of America prime rate. Under SEC rules, interest on deferred amounts is considered above-market if the rate of interest exceeds 120% of the applicable federal long-term rate. During fiscal 2017,2019, the applicable prime rate ranged from 3.5%5.00% to 4.25%5.50%, while 120% of the applicable federal long-term rate ranged from 2.32%2.96% to 3.34%3.57%. A. F. Golden and R. L. Stephenson participated in this deferral program during fiscal 20172018 and above-market earnings on theirhis deferred amounts are set forth in the Director Compensation Table. All deferred amounts are payable in cash.

As part of the Company’s charitable contributions practice, the Company may, in the Board’s discretion, make a charitable contribution in the names of Emerson and a Director (including management Directors) upon retirement from the Board (as determined by the Board), taking into account the Director’s Board tenure, accomplishments, and other relevant factors.

BOARD AND COMMITTEE OPERATIONS

The table below sets forthnon-management Director compensation for fiscal 2017.2019.

Director Compensation

BOARD AND COMMITTEE OPERATIONS

to the quality and the acceptability of the Company’s financial reporting and such other matters as are required to be discussed with the Committee under auditing standardsby the applicable requirements of the PCAOB, includingPublic Company Accounting Oversight Board (“PCAOB”) and the matters required to be discussed by PCAOB Interim Auditing Standard AU Section 380, Communication with Audit Committees.Securities and Exchange Commission. In addition, the Committee has discussed with the independent registered public accounting firm the firm’s independence from management and the Company, including the impact of nonaudit-relatednon-audit related services provided to the Company and the matters in the independent registered public accounting firm’s written disclosures required by Rule 3526 of the PCAOB, as may be modified or supplemented.

The Committee also discussed with the Company’s internal auditors and the independent registered public accounting firm in advance the overall scope and plans for their respective audits, including timing, risk assessments, locations and coverage,

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BOARD AND COMMITTEE OPERATIONS

and any reliance by the external auditors on work performed by the internal auditors. The Committee meets at least quarterly with the internal auditor and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s accounting and financial reporting.

The Committee is directly responsible for the appointment, oversight, qualification, independence, performance, compensation and retention of the Company’s independent registered public accounting firm, including audit fee negotiations and approval. The Committee has evaluated whether retaining KPMG as the Company’s independent auditor for the year is in the best interest of Emerson and its shareholders. The CompanyCommittee considers whether KPMG’s known legal risks include involvement in proceedings that could impair their ability to perform the annual audit, and reviews historical and proposed KPMG fees charged to the Company.

In performing its review, the Committee also considers the quality, candor and effectiveness of KPMG’s communications with the Committee and management; how effectively KPMG maintained its independence as demonstrated by exercising judgment, objectivity and professional skepticism; reports of the U.S. Public Company Accounting Oversight BoardPCAOB and other available data regarding the quality of work performed by KPMG; KPMG’s long tenure and experience as the Company’s auditor, and the geographic reach and expertise of KPMG to address the demands placed on an auditor by the global breadth and complexity of Emerson’s business in terms of quantity, quality and location of staff.

The Committee also considers whether, to assure continuing auditor independence, there should be rotation of the independent registered public accounting firm.

The Committee is responsible for the selection of the lead engagement partner, and as required by law, assures rotation of the lead partner every five years. When appropriate, KPMG provides a list of candidates for the role of lead engagement partner, who are then interviewed by members of senior management. The Committee considers their recommendations and those of KPMG leadership, evaluates the candidate’s qualifications, strengths and weaknesses and selects the lead engagement partner.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended September 30, 20172019 for filing with the Securities and Exchange Commission. In accordance with its Charter, the Committee has reappointed KPMG LLP as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for fiscal 2018,2020, based on their overall qualifications, objectivity, significant experience and understanding of the Company’s operations, and their ability to deploy resources to match Emerson’s global operations.

BOARD AND COMMITTEE OPERATIONS

Audit-Related Fees are primarily attributable to other acquisition and divestiture due diligence, audits of employee benefit plans and statutory filings.

Tax Fees are related to tax compliance services.

The Audit Committee approved in advance all services provided by KPMG LLP. The Audit Committee’spre-approval policies and procedures are included within the Audit Committee Charter, which can be found on the Company’s website at www.Emerson.com, Investors, Corporate Governance.

Compensation Committee

The Compensation Committee operates under a written charter that details the Committee’s authority, composition and procedures. The Committee may delegate authority with respect to specific matters to one or more members, provided that all decisions of any such members are presented to the full Committee at its next meeting. For a discussion of delegations of authority to the CEO, see “Equity Compensation Grant Practices” at page 33 below.

For fiscal 2019, the Compensation Committee reviewed management’s process for assessing risk in the Company’s compensation programs, policies and practices for its employees, including the Company’s executive compensation program and practices. The Committee accepted the result of these reviews that our compensation programs, policies and practices do not create risks that are reasonably likely to have a material adverse effect on our business. Please see “Our Compensation Best Practices” on page 21 and “Policies Supporting our Fundamental Principles” on page 31 for additional information.

Role of Executive Officers and the Compensation Consultant

Executive Officers

As described in “Compensation Discussion and Analysis – Setting Annual Total Compensation” on page 23, our CEO makes recommendations to the Compensation Committee based on management input regarding total compensation of the other executive officers. Management also develops and presents to the Committee design recommendations for compensation programs.

The Compensation Committee has unrestricted access to management and may request the participation of management or the Committee’s independent consultant at any meeting or executive session. Committee meetings are regularly attended by the CEO, except for executive sessions and discussions of his own compensation, by the Vice President-Executive Compensation, who leads some of the discussions regarding the Company’s compensation programs, and the Committee’s independent consultant. The Committee regularly reports to the Board on compensation matters and annually reviews the CEO’s compensation with the Board in executive sessions ofnon-management Directors only.

Compensation Consultant

The Compensation Committee has sole discretion, at Company expense, to retain and terminate compensation consultants, independent legal counsel or other advisors, including sole authority to approve their fees and retention terms. Any Committee member may request the participation of independent advisors at any meeting. The Committee has engaged Exequity LLP as its independent consultant. Exequity reports directly to the Committee and performs services as directed by the Committee. In 2019, Exequity reviewed our comparator group companies, the compensation of our CEO and the other NEOs and a pay for performance analysis. Management engages Frederic W. Cook & Co. from time to time to assist with executive compensation program design and competitive pay analysis. The Committee reviews this information in determining compensation for the NEOs. Neither Exequity nor Frederic W. Cook & Co. provides any other services to the Company. See also “Competitive Market Information” on page 22.

Compensation CommitteeReport

The Compensation Committee of the Board of Directors acts on behalf of the Board to establish and oversee the Company’s executive compensation program in the interests of the Company and its shareholders. For a discussion of the Compensation Committee’s policies and procedures, see “Compensation” on page 11, “Compensation Committee” on page 16 and “Role of Our Compensation Committee” on page 20.

Compensation Committee16 The Compensation Committee operates under a written charter that details the Committee’s authority, composition and procedures. The Committee may delegate authority with respect to specific matters to one or more members, provided that all decisions of any such members are presented to the full Committee at its next meeting. For a discussion of delegations of authority to the CEO, see “Equity Compensation Grant Practices” at page 24 below. For fiscal 2017, the Compensation Committee reviewed management’s process for assessing risk in the Company’s compensation programs, policies and practices for its employees, including the Company’s executive compensation program and practices. The Committee accepted the result of these reviews that our compensation programs, policies and practices do not create risks that are reasonably likely to have a material adverse effect on our business. Please see “Alignment with Shareholder Interests” on page 22 for additional information. Role of Executive Officers and the Compensation Consultant Executive Officers As described in “Compensation Discussion and Analysis — Setting Total Compensation” on page 18, our CEO makes recommendations to the Committee based on management input regarding total compensation of the other executive officers. Management also develops and presents to the Committee design recommendations for compensation programs. The Committee has unrestricted access to management and may request the participation of management or the Committee’s independent consultant at any meeting or executive session. Committee meetings are regularly attended by the CEO, except for executive sessions and discussions of his own compensation, by the Vice President-Executive Compensation, who leads some of the discussions regarding the Company’s compensation programs, and the Committee’s independent consultant. The Committee regularly reports to the Board on compensation matters and annually reviews the CEO’s compensation with the Board in executive sessions ofnon-management Directors only. Compensation Consultant The Committee has sole discretion, at Company expense, to retain and terminate compensation consultants, independent legal counsel or other advisors, including sole authority to approve their fees and retention terms. Any Committee member may request the participation of independent advisors at any meeting. Management engages Frederic W. Cook & Co., Inc. to assist with executive compensation program design and competitive pay analysis. The Committee reviews this information in determining compensation for the NEOs. The Committee has engaged Exequity LLP as its independent consultant. Exequity reports directly to the Committee and performs services as directed by the Committee. In 2017, Exequity reviewed our comparator group companies, the compensation of our CEO and the other NEOs and a pay for performance analysis. Neither Exequity nor Frederic W. Cook & Co. provides any other services to the Company. See also “Competitive Market Pay Information” on page 18. Compensation Committee Report The Compensation Committee of the Board of Directors acts on behalf of the Board to establish and oversee the Company’s executive compensation program in the interests of the Company and its shareholders. For a discussion of the Compensation Committee’s policies and procedures, see “Compensation” on page 9 and “Compensation Committee” at page 14. Management of the Company has prepared the Compensation Discussion and Analysis describing the Company’s compensation program for senior executives, including the named executive officers. See “Compensation Discussion and Analysis” beginning on page 16. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for fiscal 2017 with the Company’s management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement for its 2018		PROXY STATEMENT FOR EMERSON 2020 ANNUAL MEETING OF SHAREHOLDERS

BOARD AND COMMITTEE OPERATIONS

Management of the Company has prepared the Compensation Discussion and Analysis describing the Company’s compensation program for senior executives, including the NEOs. See “Compensation Discussion and Analysis” beginning on page 18. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for fiscal 2019 with the Company’s management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement for its 2020 Annual Meeting of Shareholders.

Compensation Committee Interlocks and Insider Participation

The functions and members of the Compensation Committee are set forth above under “Compensation” on page 11. All Committee members are independent and none of the Committee members has served as an officer or employee of the Company or a subsidiary of the Company. During fiscal 2019, no member of the Committee and no other Director was an executive officer of another company on whose compensation committee or board any of our executive officers served.

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PROXY STATEMENT FOR EMERSON 20182020 ANNUAL MEETING OF SHAREHOLDERS		17

Executive Compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the compensation programs and practices regarding our Named Executive Officers (“NEOs”) for the 2019 fiscal year. Our NEOs for fiscal 2019 included our Chief Executive Officer, Chief Financial Officer and the next four most highly compensated officers, listed below:

Executive Summary

At Emerson, our goal is to attract and retain talented executives who deliver value to our shareholders through the achievement of the Company’s specific business objectives, such as consistent, sustained growth in earnings per share, cash flow and premium return on investments. Our executive compensation program and overall pay for performance philosophy align with that goal and our results.

Fiscal 2019 Performance Highlights

EXECUTIVE COMPENSATION

Focus on Values

At Emerson, we have built a foundation of unified core values that inform the decisions we make as an organization. These values guide how we interact with our employees, shareholders, customers and suppliers. We believe that this is an expectation not only of Emerson, but of our customers and the communities and geographies where we do business.

Demonstrating our core values begins at the top. Our CEO communicates the importance of supporting our values to all of our employees globally on a quarterly basis, and our NEOs reinforce our values with our businesses and functions in their actions and decisions. In 2019, we also facilitated a global survey of nearly 20,000 employees to gauge our progress on continuing to improve our purpose-driven, values-based culture. Our employees shared valuable feedback and insights about the power of these values and how much they resonate across our organization. We rely on this feedback to ensure that we are not only Supporting our People through our pay for performance practices, but also providing the programs needed to boost their skillsets and cultivate management capabilities and the resources they need to develop and share ideas and maintain a high quality of life.

Pay for Performance Fundamental Principles

Our executive compensation program is based on a consistent set of key principles that directs compensation decisions and communicates to participants the Company’s core values, critical business strategies and performance objectives. These principles guide the performance objectives that drive strong results to maximize shareholder value, make Emerson a good global citizen, enhance critical capabilities for us and our customers and encourage career-long commitments to the Company.

These fundamental compensation principles include:

Our executive compensation program mirrors our rigorous and disciplined management process – a hallmark of Emerson since our founding in 1890 – by ensuring that these principles are reflected in our compensation decisions. We also engage with and value the feedback of our shareholders on the components of our executive compensation program.

Emerson’s shareholders again expressedstrong support for our executive compensation program at our 2019 Annual Meeting, with a vote ofover 95% in support. For each of the last nine Annual Meetings of Shareholders,over 90% of shares voted were in support of our executive compensation program.

EXECUTIVE COMPENSATION

Role of Our Compensation Committee

Our Compensation Committee acts on behalf of our Board to establish our compensation philosophy and oversee our executive compensation program. The current members of our Compensation Committee are Clemens A. H. Boersig (Chairman), Gloria A. Flach, Matthew S. Levatich and Martin S. Craighead. Pursuant to its Charter, which can be found on our website at www.Emerson.com, our Committee is responsible for: