MANAGEMENT PROPOSALS
PROXY ITEMProxy Item No. 3:
ADVISORY VOTE ON EXECUTIVE COMPENSATION
At each of the last seveneleven Annual Meetings of Shareholders, over 90% of shares voted were in support of the Company’s executive compensation program. Pursuant to Section 14A of the Exchange Act and SEC rules, our Board of Directors is again submitting for anon-binding shareholder vote our executive compensation as described in this proxy statement (commonly referred to as“say-on-pay”). We plan to hold this vote annually.
Emerson is a performance-driven, financially focused company with a long track record of strong performance in good economic times, and stable profitability and returns to shareholders even when economic conditions are unfavorable. Ourpay-for-performance pay for performance executive compensation program is an integral part of our consistent and rigorous management process. We believe it has effectively motivated and rewarded Emerson executives to meet the challenges of recessions, inflationary periods, technological changes and intense global competition, and it continues to do so today.
We encourage shareholders to review the Compensation Discussion and Analysis on pages 1619 to 24.36. The Company’s executive compensation program the core of which was established in 1977, supports Emerson’s rigorously-applied management, processorganizational review and compensation planning processes, which hashave been implemented over the years by successive teams of talented and committed executives.
The foundational elements of our program include paying for performance, maximizing shareholder value without excessive risk, aligning executive and shareholder interests, providing competitive pay to attract and retain executives and rewarding results while recognizing individual contributions.
41 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
MANAGEMENT PROPOSALS
We believe the program strikes the appropriate balance between responsible, measured pay practices and incentivizing our executives to dedicate themselves fully to value creation for our shareholders, as evidenced by Emerson’s pay practices:
Pay for Performance.NEO compensation is tied to Company performance. (Pgs.16-22)
We Target Competitive and Market Based Pay with Actual Pay Dependent on Performance. (Pgs.16-22)
Long-Term Performance.Our primary incentive compensation – performance shares – is based on the Company’s achievement of established financial objectives over a minimum three yearthree-year performance period. (Pgs.16-22)
Maximize Shareholder Value While Mitigating Risk.Our performance shares program is based on above-market growth targets and rewards growth over the long term, discouraging short-term risk taking. (Pgs.22-23)
Alignment with Shareholders. We have substantial stock ownership requirements, which our NEOs greatly exceed, and blackout, expanded clawback, pledging and anti-hedging policies. (Pgs.22-23)
No TaxGross-Ups.We do not provide taxgross-ups to our NEOs.NEOs (except with respect to our relocation policy applicable to all employees).
No Employment, Severance or Golden Parachute Agreements with any of our NEOs.(Pgs. 23,32-36)
Non-compete,Non-solicitation and Confidentiality Agreements. We require executives to enter intonon-competition,non-solicitation and confidentiality agreements as a condition of all equity awards. (Pgs. 23 and 32)
Double Trigger Change of Control.We utilize double trigger provisions on change of control in our 2011 Stock Option Plan and in our 2015 Incentive Shares Plan. (Pgs. 23,32-36)
We regularly evaluate the individual elements of our compensation program in light of market conditions and governance requirements and make changes as appropriate for Emerson’s business.
The Board strongly endorses the Company’s executive compensation program and recommends that the shareholders vote in favor of the following resolution:
RESOLVED, that the shareholders approve the compensation of the Company’s named executive officers as described in this proxy statement under “Executive Compensation” and “Compensation Tables”, including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in this proxy statement.
Because the vote is advisory, it will not be binding upon the Board or the Compensation Committee, and neither the Board nor the Compensation Committee will be required to take any action as a result of the vote. The Compensation Committee will carefully evaluate the outcome of the vote when considering future executive compensation arrangements. After our Annual Meeting on February 6, 2018,1, 2022, we expect that the nextsay-on-pay vote will occur at our next Annual Meeting scheduled to be held on February 5, 2019.7, 2023.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL.
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL
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42 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
MANAGEMENT PROPOSALS
PROXY ITEM No. 4:
AMENDMENT OF THE RESTATED ARTICLES OF INCORPORATION TO
ALLOW SHAREHOLDERS TO AMEND BYLAWS
The Board of Directors, upon the recommendation of the Corporate Governance and Nominating Committee, has determined that it is in the best interests of the Company to submit for approval by shareholders an amendment to our Restated Articles of Incorporation to provide shareholders the right to amend our Bylaws (the “Articles Amendment”).
Article 5, Section 3 of the Company’s Restated Articles of Incorporation currently provides that only the Board of Directors has the power to amend our Bylaws. The Articles Amendment would amend Article 5, Section 3 of the Restated Articles of Incorporation to allow the holders of a majority of the total voting power of all outstanding shares of voting stock of the Company, voting as a single class, to amend the Company’s Bylaws, in addition to the Board’s power to amend.
Background of the Proposal
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. The ability of shareholders to amend bylaws is increasingly considered an important aspect of good corporate governance.
The Board recognizes that allowing shareholders to amend the Bylaws would enhance their rights and permit them to express their views on the provisions of the Company’s governance documents. However, the Board also believes that the current structure helps ensure stability of the Company’s governance, including the conduct of Board and shareholder meetings, and helps reinforce the Board’s commitment to long-term shareholder value. Limiting the ability of shareholders to amend the Bylaws also provides protection against certain abusive tactics that could distract from the orderly management of the Company’s affairs and allows the Board to focus on long-term shareholder value. Due to these competing interests, the Board has determined that the Company’s shareholders should decide the appropriate balance of their involvement in corporate governance based on the Company’s facts and circumstances and their views of the proper role of shareholders in the governance process.
After careful deliberation, the Board adopted resolutions submitting the Articles Amendment to shareholders and is recommending the Articles Amendment to shareholders for approval. This proposal demonstrates the Board’s continuing commitment to strong corporate governance practices that promote accountability of management and our Board to our shareholders and that the Board believes are consistent with its goal of creating long-term, sustainable value for our shareholders.
The Board has determined that the appropriate standard for amendment of the Bylaws by shareholders is a majority of the total voting power of all outstanding shares of voting stock, voting as a single class. The Board believes that adopting this standard provides shareholders with the opportunity to participate meaningfully in the corporate governance of the Company.
This general description of the Articles Amendment is qualified in its entirety by reference to the text of the Articles Amendment, which is set forth in its entirety in Appendix B to this proxy statement. Additions to the Restated Articles of Incorporation are indicated by underlining and deletions are indicated by strike-outs.
The affirmative vote of 85% of the total voting power of all outstanding shares, whether or not present or represented by proxy at the 2018 Annual Meeting, is required to amend the Company’s Restated Articles of Incorporation to provide shareholders the right to amend the Company’s Bylaws. If the proposed Articles Amendment is adopted and becomes effective, the Board will adopt a conforming amendment to the Company’s Bylaws. If the Articles Amendment is not approved, the Restated Articles of Incorporation and Bylaws will remain unchanged.
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE
“PROXY STATEMENT FOR” THIS PROPOSAL
EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | | 59 |
43 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
MANAGEMENT PROPOSALS
PROXY ITEM No. 5:
RATIFICATION, BYNON-BINDING ADVISORY VOTE,
OF FORUM SELECTION BYLAW
On August 2, 2016, the Board of Directors adopted an amendment (“Amendment”) to the Company’s Bylaws to add a forum selection provision in Section 6 of Article VIII of the Bylaws. Shareholder approval was not required, but the Board has nevertheless decided to request that shareholders ratify the Amendment on an advisory basis.
The Amendment provides that, unless the Company consents to an alternative forum, the exclusive forum for specified legal actions generally will be the United States District Court for the Eastern District of Missouri, or, in some cases the Circuit Court located in St. Louis County, Missouri or other Missouri courts.
The specified actions include:
any derivative action brought on behalf of the Company,
any action asserting a claim of breach of a duty owed by any current or former Director, officer, employee, agent, shareholder or affiliate of the Company to the Company or to its shareholders,
any action asserting a claim against the Company or any of its Directors, officers, employees, agents or shareholders arising pursuant to Missouri General and Business Corporation Law, the Company’s articles of incorporation or Bylaws,
any action asserting a claim against the Company or any of its directors, officers, employees, agents or shareholders governed by the internal affairs doctrine, or
any action to interpret, apply, enforce or determine the validity of the Company’s articles of incorporation or Bylaws.
Under the Amendment, shareholders are deemed to have given consent to personal jurisdiction for such actions in such forum. The full text of the Amendment is attached as Appendix C to this proxy statement.
Background and Reasons for Forum Selection Provision
The Board believes that the Company and its shareholders will benefit from having intra-corporate disputes litigated in Missouri, where the Company is incorporated and whose laws govern such disputes. The Amendment is intended to provide a streamlined, efficient and organized process for resolution of such disputes. The Amendment addresses plaintiff forum shopping and the related practice of filing parallel lawsuits in multiple jurisdictions. The Board approved the Amendment as a good governance measure in light of the incidence of such suits and multi-forum litigation.
In determining whether to adopt the Amendment, the Board considered a number of factors, including the following:
The Amendment would allow the Company to potentially avoid litigating actions on the same topic in multiple jurisdictions, with the associated duplication of litigation expenses, the potential for inconsistent outcomes and the possibility that courts in other states will misconstrue Missouri law.
The Amendment limits forum shopping by plaintiffs’ lawyers and may discourage illegitimate claims.
The Amendment retains the Company’s ability to consent to an alternative forum, if desired.
The Amendment addresses where an action may be brought, not the underlying substantive rights or remedies.
The trend toward adopting forum selection clauses in response to multi-forum litigation has been increasing.
The benefit of having the Board deliberate on whether to adopt such a provision on a “clear day” rather than in response to actual or threatened litigation.
Although forum selection provisions have become more common, and the Board knows of no reason a court in another state would not be willing to enforce the Amendment, there is no assurance that a court will enforce it. However, courts may be more likely to enforce the Amendment if it has been approved by the shareholders.
The Company is aware that certain proxy advisors have recommended against forum selection provisions unless the Company has provided evidence of abuse of legal process in other jurisdictions or past harm from shareholder lawsuits. The Board believes this position fails to adequately take into account the prevalence of such litigation generally and the risk of
44 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
MANAGEMENT PROPOSALS
litigation over proxy statement disclosures that threaten to delay a shareholder meeting at significant cost to the Company. These cases have often been filed in a state other than the defendant’s home state, or in multiple states, forcing one or more courts generally less familiar with the relevant laws to interpret and apply those laws, often under a very tight time frame. The Board believes that it is in the best interest of shareholders to take preventive measures before the Company and its shareholders are harmed by such litigation. Importantly, the Amendment was not adopted by the Board in reaction to any specific litigation confronting the Company. Rather, this action was taken to prevent potential future harm to the Company and its shareholders. We also note that one proxy advisor has updated its position to be more supportive of such provisions when, as is the case here, the selected venue is the company’s state of incorporation.
Although shareholder approval is not required to amend the Bylaws, the Board of Directors believes this is an important issue and that it is in the best interests of the Company and its shareholders to seek anon-binding, advisory shareholder vote to ratify the Amendment. Because the vote is advisory, it will not be binding upon the Board and neither the Board nor any Board committee will be required to take any action as a result of the vote. If shareholder ratification is not obtained, the Board of Directors will reconsider whether the Amendment is in the best interests of the Company and its shareholders.
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE
“FOR” THIS PROPOSAL
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45 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER PROPOSALS
Shareholder Proposals
Certain shareholders have submitted the four proposals below for inclusion in this year’s proxy statement. The proposals have been carefully considered by our Board, which has concluded that adoption of the proposals would not be in the best interests of the Company or its shareholders. For the reasons stated after each proposal, our Board recommends a vote “AGAINST” each of the proposals.
The proposals and supporting statements are presented as received from the shareholders in accordance with SEC rules, and Emerson disclaims any responsibility for their content. The Company will provide to shareholders the names and addresses of the proponents and the number of Emerson shares held by them promptly upon receiving an oral or written request therefor. Each shareholder proposal will be voted upon at the Annual Meeting only if properly presented at the meeting by the proponents, which we understand that the proponents intend to do.
Information regarding the inclusion of proposals in the proxy statement for our 2019 Annual Meeting of Shareholders can be found on page 62 under “Other Matters – Future Shareholder Proposals and Nominations.”
PROXY ITEM No. 6:
SHAREHOLDER PROPOSAL ON INDEPENDENT BOARD CHAIR
Emerson Electric – Separate Chair & CEO
RESOLVED:The shareholders request the Board of Directors to adopt as policy, and amend the bylaws as necessary, to require the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. This policy would be phased in for the next CEO transition.
If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chair.
Supporting Statement:
We believe:
The role of the CEO and management is to run the company.
The role of the Board of Directors is to provide independent oversight of management and the CEO.
There is a potential conflict of interest for a CEO to be her/his own overseer as Chair while managing the business.
Emerson’s CEO David Farr serves both as CEO and Chair of the Company’s Board of Directors. We believe the combination of these two roles in a single person weakens a corporation’s governance structure, which can harm shareholder value.
As Intel’s former chair Andrew Grove stated, “The separation of the two jobs goes to the heart of the conception of a corporation. Is a company a sandbox for the CEO, or is the CEO an employee? If he’s an employee, he needs a boss, and that boss is the Board. The Chairman runs the Board. How can the CEO be his own boss?”
In our view, shareholders are best served by an independent Board Chair who can provide a balance of power between the CEO and the Board empowering strong Board leadership. The primary duty of a Board of Directors is to oversee the management of a company on behalf of shareholders. We believe a combined CEO / Chair creates a potential conflict of interest, resulting in excessive management influence on the Board and weaker oversight of management.
46 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER PROPOSALS
Chairing and overseeing the Board is a time intensive responsibility. A separate Chair also frees the CEO to manage the company and build effective business strategies.
While Emerson’s governance was strengthened by appointing a Lead Director, the combined CEO/Chair role still concentrates power in one person.
Numerous institutional investors recommend separation of these two roles. For example, California’s Retirement System CalPERS’ Principles & Guidelines encourage separation, even with a lead director in place.
According to ISS “2017 Board Practices”, (March 2017), 58% of S&P 1,500 firms now separate these two positions. And the law firm Davis Polk estimates about 50% of the S&P 500 have separate roles.
The shareholder resolution urging separation of CEO and Chair received a 42% vote at Emerson in 2016, an indication of strong investor support.
This policy would be phased in and implemented when the next CEO is chosen.
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE
“AGAINST” THIS PROPOSAL
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The Board has considered the above proposal carefully, and believes that it is not in the best interests of our shareholders. The Board believes that a combined Chair/CEO structure has served the Company well. In addition, Emerson recently implemented a Lead Independent Director position for its Board and appointed Randall Stephenson as its first Lead Independent Director, with significant powers and responsibilities that are similar to those of an independent Chair. The Board believes this change provides independent Board leadership as well as strong continuity and support for the Chairman and CEO, both now and as the Company moves forward and plans for the eventual successor to Mr. Farr. The Board believes the shareholders are best served if the Board retains the flexibility to select the best person to serve as Chairman as part of this succession process, rather than being forced to elect an independent Chair. The proponent provides no evidence showing that an independent Chairman improves performance or leads to increased shareholder value.
A combined Chair/CEO Board leadership structure has served Emerson and its shareholders well.
The Board believes that Emerson and its shareholders continue to be well served by a Board leadership structure with the CEO also serving as Board Chair. The Board believes that combining these roles can be appropriate based on the skills and experience of the CEO, the CEO’s relationship with the Board, the efficiencies of having the CEO also serve as Chair, the Company’s corporate governance structure and the Company’s performance under that CEO. As has been the case with Mr. Farr, as Chair the CEO may be able to better direct Board focus on the most impactful areas for the Company and promote responsible decision-making by the Board, due to the CEO’sin-depth,day-to-day knowledge of our business, transparency, openness and responsiveness to feedback, and ability to draw on the resources and expertise of the Board. The CEO’s leadership as Chair is balanced by a strong, independent Board led by our Lead Independent Director and by Emerson’s strong corporate governance practices, which serve to minimize any potential conflicts that could result from combining the roles of CEO and Chair.
The Board currently believes that the existing structure is the best way to efficiently and effectively protect and enhance our long-term success and shareholder value. The Board will continue to monitor the appropriateness of this structure as it does with all governance issues. The Board believes that a requirement to split the roles of Chair and CEO in the future could cause our management and governance processes to be less effective and efficient than they are today with a combined Chair/CEO through duplication of work and potential blurring of accountability and responsibility, without any proven offsetting benefits.
47 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER PROPOSALS
Emerson recently adopted a Lead Independent Director structure providing strong independent leadership.
Mr. Farr currently serves as both CEO and Chairman. For many years Emerson appointed an independent Director as Board Discussion Leader to preside at meetings ofnon-management Directors. In October 2016, the Board voted to further strengthen the Board’s independent leadership with the appointment of a Lead Independent Director. The Board believes that this position provides a stronger independent leadership voice for the Board and better continuity and support for the Chairman and CEO as the Company moves forward and plans for the eventual successor to Mr. Farr as CEO.
The Board elected Randall L. Stephenson, Chairman, Chief Executive Officer and President of AT&T, as its first Lead Independent Director for a three year term. As Lead Independent Director, Mr. Stephenson has many of the powers and responsibilities that might be held by an independent Chairman of the Board. Among other duties, the Lead Independent Director:
chairs regularly scheduled meetings ofnon-management Directors,
reviews Board agendas and information and consults with the Chairman thereon,
calls meetings of the independent Directors,
serves as the key liaison between the Board and Chairman,
is available for consultation with major shareholders, and
serves on the Board’s Executive Committee.
The Chairman and CEO consults periodically with the Lead Independent Director, the Chairs of our Board committees and other independent Directors on Board matters and issues facing the Company.
Emerson has strong corporate governance practices.
The Board recognizes the importance of strong independent Board leadership and corporate governance. In addition to a strong Lead Independent Director position, Emerson’s strong corporate governance practices include the following:
All Directors (except for Mr. Farr) are independent under NYSE rules and all Committee members also meet any required additional independence criteria.
The Board’s key Committees – Audit, Compensation and Corporate Governance and Nominating – are led by strong, independent Chairs. The Committee Chairs shape the agenda and information presented to their respective Committees. This entrusts the independent Directors with the oversight of critical matters, including the integrity of our financial statements, the evaluation of Company strategy, management, the Board and its committees, and the compensation of executive officers and the Company’s governance oversight structures. Mr. Farr does not serve on any key Board committees.
As described on pages6-8 and pages37-40, the Board’s independent Directors provide strong, independent leadership to the Company and have a mix of skills, talents and backgrounds to oversee management and enhance Company performance.
The independent Directors meet in executive session, without the presence of the Chair or other members of management, as part of most regular meetings of the Board.
Independent Directors regularly meet with members of management other than the Chair and have full access to all Company employees on a confidential basis.
Shareholders may communicate with anynon-management Director.
The Board regularly engages in both Board and management succession planning, both with and without the Chair and CEO present.
The Board regularly reevaluates the Company’s governance policies and practices to ensure that the proper oversight by the independent Directors is in place.
The Board annually conducts a Board and Committee self-evaluation process (described on pages9-10) to ensure that the Board and its Committees are operating efficiently and appropriately identifying and addressing matters of significance to the Company.
The Corporate Governance and Nominating Committee evaluates each Director and recommends to the Board whether each Director should be nominated for election.
48 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER PROPOSALS
The Board believes that shareholders are best served if the Board retains the flexibility to select the best person to serve as Chairman.
The Board believes that it is uniquely qualified to evaluate the optimal leadership structure of the Company at any particular time based upon its evaluation of the Company’s strategy, operations, management, input from shareholders and other factors. Effective corporate governance should enable the Board to make this determination based on its own evaluations at any point in time. The Board has changed its structure at various times in the past depending upon the specific circumstances, at times combining the functions of Board Chair with those of the CEO and at other times separating those functions. Previously, the Board had a Board Discussion Leader who chaired the executive sessions ofnon-management Directors, but now has a Lead Independent Director with significant additional powers and responsibilities. The Board’s determinations were made based on what it believed would provide appropriate leadership for the Company at the time. The Board believes that it should continue to have flexibility to make this determination in the future.
Our Bylaws currently require that our Board Chair shall be our Chief Executive Officer. The Board is aware that in the future, there may be circumstances under which an independent Chairman would be appropriate, and would not hesitate to amend the Bylaws if it made that determination, but does not believe it is appropriate to have a policy requiring the separation of the Board Chair and CEO.
Effective corporate governance requires more than just a mechanical, “one size fits all” approach. Based on the foregoing, the Board believes that the rigid policy advocated by the shareholder proposal would impair the Board’s ability to determine the optimal Board leadership structure and select the individual it believes is best suited to serve as Board Chair when the transition to our next CEO occurs. Preserving such flexibility for the Board, while maintaining an effective, balanced corporate governance structure, will continue to best serve the interests of the Company and its shareholders.
Finally, a combined Chair/CEO leadership structure is also in line with many other public companies. According to the 2016 Spencer Stuart Board Index, 73% of companies in the S&P 500 do not have an independent board chair, an increase from 2015, and a majority have a single person serving as both chair and CEO.
49 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER PROPOSALS
PROXY ITEM No. 7:
SHAREHOLDER PROPOSAL ON POLITICAL CONTRIBUTIONS REPORTING
Resolved, shareholders ofEmerson Electric Co. (the “Company”) request the Company to prepare and semiannually update a report, which shall be presented to the pertinent board of directors committee and posted on the Company’s website, that discloses the Company’s:
| a) | Use of corporate funds for independent expenditures and electioneering communications, as defined by state and federal law, as well as contributions to or expenditures on behalf of organizations that make such expenditures, and | |
| b) | Contributions to or expenditures on behalf of entities organized and operating under section 501(c)(4) of the Internal Revenue Code, as well as the portion of any dues or payments that are made to anytax-exempt organization (such as a trade association) that are used for an expenditure or contribution that, if made directly by the Company, would not be deductible under section 162(e)(1)(B) of the Internal Revenue Code. | |
The report shall be made available within 12 months of the annual meeting and identify all recipients and the amount paid to each recipient from Company funds.
Supporting Statement
As long-term Emerson Electric Co. shareholders, we support transparency and accountability in corporate spending on political activities. Disclosure is in the best interest of the Company and its shareholders. The Supreme Court’s 2010 Citizens United ruling recognized the importance of disclosure when it said: “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.”
The Company contributed at least $1,724,266 in corporate funds since the 2010 election cycle. (CQ http://moneyline.cq.com; National Institute on Money in State Politics http://www.followthemoney.org)
We acknowledge that our Company discloses a policy on corporate political spending and its contributions to state-level candidates, parties and committees on its website. We believe this is deficient because the Company will not disclose the following expenditures made for political purposes:
| • | | A list of trade associations to which it belongs and how much it gave to each; | |
| • | | Payments to any other third-party organization, including those organized under section 501(c)(4) of the Internal Revenue Code; and | |
| • | | Any independent expenditure made directly by the Company. | |
Information on indirect political engagement through trade associations and 501(c)(4) groups cannot be obtained by shareholders unless the Company discloses it. This proposal asks the Company to disclose all of its political spending, direct and indirect. This would bring our Company in line with a growing number of companies, includingCummins andUnited Technologies, which support comprehensive political disclosure and accountability and present this information on their websites.
The Company’s board and shareholders need comprehensive disclosure to be able to evaluate the political use of corporate assets. We urge your support for this critical governance reform.
50 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER PROPOSALS
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE
“AGAINST”THIS PROPOSAL
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In light of the political spending disclosures already provided by the Company and its current disclosure ratings relative to other companies, the Company’s Board of Directors believes that the additional disclosures called for by this proposal are not in the best interests of the Company or its shareholders for the following reasons:
the Company’s current political contributions approval and compliance procedures, as described in our Corporate Social Responsibility Report and summarized below, are sufficient to ensure accountability and are properly disclosed;
our disclosures already fall within themid-range of other companies as rated by theCPA-Zicklin Index;
expanding our disclosures, including adding information on independent expenditures, payments to 501(c)(4) organizations and participation in trade associations, would work to our competitive disadvantage, could be misleading or susceptible to misuse, and may not even be possible given that some of the information sought is in the hands of third parties; and
the requested disclosures would expend valuable Company resources on a matter that is not significant for Emerson and is not of great importance to the majority of Emerson shareholders, at a time when management attention and Company resources would be better focused on matters more pressing to the Company’s performance and of more benefit to all shareholders.
Prior Year Proposals and Political Disclosure Ranking
We note that proposals seeking expansion of the Company’s political spending disclosures have been made in each of the prior four years, with the identical proposal received last year. In 2017 the political spending proposal received support from only approximately 35% of voted shares, and only 25% of outstanding shares. In spite of this low level of support, the Company has provided additional information on its political spending and lobbying activities in its updated Corporate Social Responsibility Report and on its Political Spending and Trade Associations and Lobbying webpages. Among other things, these updates provided better transparency regarding individual recipients of contributions from Emerson’s federal and Missouri political action committees. As a result of its current political spending disclosures, the Company received a score of 51.4 out of 100 in the recently released 2017CPA-Zicklin Index, placing it in the top half of the S&P 500 at number 219. This is an improvement over the Company’s 2016CPA-Zicklin Index score of 50.
Current Political Spending Disclosures
The information described herein is disclosed on our website at www.emerson.com, Investors, Corporate Governance, Political Contributions and in our Corporate Social Responsibility Report provided on the Emerson website. We urge you to review the disclosures contained in these reports in making your decision on whether to support this proposal.
Emerson believes strongly that:
Our operations are affected by the actions of elected officials;
It can be in Emerson’s best interests to participate in the political process;
Our current approval and compliance procedures ensure accountability and compliance with law; and
The existing high level of disclosure appropriately informs shareholders of the Company’s political activities.
The Company provides no direct support to federal candidates, because U.S. law prohibits companies from contributing to candidates for federal office. However, in states where corporate contributions are permitted by law, Emerson may make contributions to state and local candidates and ballot issues of importance to our Company or may make such contributions from the Missouri PAC. Currently, the Company discloses on its Political Contributions web page the annual $1,000,000 limit on Company expenditures to support state and local political candidates, as well as those for campaigns, ballot issues and bonds, and the identity of the recipients. This limit is set annually by the Board’s Corporate Governance and Nominating Committee, which has oversight responsibility for the Company’s political activities. We also disclose our federal and Missouri
51 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER PROPOSALS
PAC activities in reports regularly filed with the Federal Election Commission and the Missouri Ethics Commission, as required by law, and have this year added lists of individual recipients included in those reports to whom contributions exceeded $5,000 to provide greater transparency to our shareholders. The federal and Missouri PAC reports for the last 18 months are publicly available and linked from our website.
All contributions from either the federal or Missouri PAC or from the Company are made solely on the basis of issues of importance to our Company, our employees and our shareholders. Contributions are made to supportpro-manufacturing,pro-business andpro-economic growth policies, and specifically include trade, taxes, energy, healthcare, environment and legal liability, to name but a few. In making contribution decisions, both the Company and the PAC boards consider the views, quality and effectiveness of the candidate, organization or cause, and whether the candidate or cause is likely to succeed. They also review organizations and individuals associated with proposed recipients to determine whether the positions taken by those organizations or individuals could be inconsistent with Emerson’s interests.
All Company political expenditures are initially reviewed by Emerson’s government affairs office in Washington, D.C. Proposed contributions are then reviewed by the office of the General Counsel to assure legal compliance. Final authorization is required from the Chief Executive Officer.
For PAC contributions, the Emerson Washington, D.C. office generates a list of candidates these PACs can support based on the PAC giving criteria, requests from third parties and suggestions from PAC members. Outside legal counsel then conducts a review of proposed disbursements. Separate boards made up of Emerson employees set overall contribution budgets and approve all contributions by each PAC. The PAC boards retain counsel to ensure compliance with applicable laws and regulations. Each PAC undergoes an independent annual audit and legal review.
Trade Association Disclosures
The proposal makes references to contributions to trade associations and other organizations. Like many companies, we participate in industry trade organizations to enhance our industry’s public image, promote best practices and standards, and improve products and technologies. While we generally support the goals of these organizations, they may also engage in legislative activity and we do not necessarily support all of their lobbying efforts or political goals. We pay dues or make contributions to these organizations which are not necessarily related to their lobbying efforts. These organizations operate independently of their members. As a result, disclosure of general contributions to such organizations may overstate our connection to their activities and may not provide our shareholders with greater understanding of our specific strategies or philosophies and, in fact, may be misleading. Furthermore, support for these organizations is often determined at the business unit level, rather than directed at the corporate level, and therefore compiling information regarding every trade organization to which any Emerson business unit may have made a payment, no matter how small the amount, would be of little or no benefit to our shareholders and be an inefficient use of Company resources.
The Proposal is Unworkable, Vague and Misleading
Even if Emerson believed the disclosures in the proposal would be of benefit to shareholders, the vague wording of the proposal makes compliance with the language of the proposal largely unworkable.
The proposal specifies that Emerson must prepare and semi-annually update a report disclosing use of corporate funds for “independent expenditures and electioneering communications as defined by state and federal law”. These terms have different meanings, or may be undefined, in the laws of the 50 states. It is not clear, without unreasonable time and expense, which types of spending may need to be tracked. The proposal also requires disclosure of contributions to or expenditures on behalf of organizations that make such expenditures, which add an additional layer of complexity to the data gathering process.
The proposal asks for information about the portion of Emerson contributions made to organizations operating under Section 501(c)(4) of the tax code and any portion of dues or payments made to tax exempt organizations that are used for an expenditure that, if made by the Company, would not be deductible under Section 162(e) of the tax code. These terms add additional layers of complexity to the analysis for each expenditure that might be covered and for each entity involved, including potentially analyzing how each recipient spends not only contributions from Emerson, but contributions from others as well.
52 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER PROPOSALS
PROXY ITEM No. 8:
SHAREHOLDER PROPOSAL ON LOBBYING REPORTING
Whereas, we believe full disclosure of Emerson Electric’s (“Emerson”) direct and indirect lobbying activities and expenditures is required to assess whether Emerson’s lobbying is consistent with its expressed goals and in the best interests of shareholders.
Resolved, the proponents request the preparation of a report, updated annually, disclosing:
| 1. | Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. | |
| 2. | Payments by Emerson used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. | |
| 3. | Description of management’s and the Board’s decision-making process and oversight for making payments described in section 2 above. | |
For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation, and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Emerson is a member.
Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state, and federal levels. Neither “lobbying” nor “grassroots lobbying communications” include efforts to participate or intervene in any political campaign or to influence the general public or any segment thereof with respect to an election or referendum.
The report shall be presented to the Audit Committee or other relevant oversight committees and posted on Emerson’s website.
Supporting statement:
Since 2010, Emerson spent over $5.7 million on federal lobbying – not including state-level expenditures, where Emerson also lobbies, but disclosure is uneven or absent.
Further, Emerson is a member of trade associations that engage in lobbying, yet does not disclose its memberships in, or payments to, such associations, or the portions of such amounts that are used for lobbying. For example, an Emerson executive sits on the board of the Chamber of Commerce (the “Chamber”), which spent more than $1.3 billion on lobbying since 1998, and Emerson’s Chair and CEO is the Chair of the Board for the National Association of Manufacturers (“NAM”), which spent over $25 million on lobbying in 2015 and 2016.
Absent a system of accountability, Company assets could be used for objectives contrary to Emerson’s long-term interests. For example, Emerson states, “Following The Paris Agreement (COP 21), national carbon reduction targets are set. The global 2°C target isn’t attainable unless industrial manufacturers contribute heavily. Government regulations and carbon markets are inevitable. The time is now to strategically invest in your energy and emissions performance.” Yet, both the Chamber and NAM have publicly worked to undermine the Paris Climate Agreement.
For the past four years, Emerson shareholders have voted on this proposal, and each year it has received approximately 40 percent support out of votes cast for and against. We urge the Board to respond by instituting comprehensive lobbying disclosure.
53 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER PROPOSALS
|
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE
“AGAINST”THIS PROPOSAL
|
A substantially similar proposal has been submitted to, and rejected by, shareholders at each of the last four annual meetings. At the 2017 Annual Meeting, the proposal received support from only approximately 35% of voted shares and only 25% of outstanding shares.
The Company’s Board of Directors continues to believe that the Company’s current approval and compliance procedures for lobbying spending are sufficient to ensure accountability. The Board therefore believes that the measures requested by the proposal are not necessary and are not in the best interests of Emerson or its shareholders. There is already public disclosure available regarding the Company’s lobbying activities on the trade associations and lobbying page of our website, at www.emerson.com, Investors, Corporate Governance, Trade Associations and Lobbying. We believe that more extensive disclosure would work to our competitive disadvantage, may be susceptible to misuse, and may not even be possible given that some of the information sought is in the hands of third parties.
Emerson believes strongly that:
Our operations are affected by regulation and public policy decision making;
It can be in Emerson’s best interests to engage in lobbying;
Our current approval and compliance procedures ensure accountability and compliance with law;
We may not support all of the lobbying goals of trade associations in which we participate and therefore the requested disclosures would not be an efficient use of our resources and may be misleading; and
The level of existing disclosure adequately informs shareholders of the Company’s limited lobbying and trade association activities.
Emerson’s shareholders, employees, and customers are keenly affected by public policies at all levels of government. To protect shareholder value, Emerson maintains a small office in Washington, D.C. to engage with public officials at all levels of government to educate them on our company’s operations, emerging technologies and markets. This office also follows and, when necessary, seeks to influence public policy decisions that impact the company and its shareholders.
These activities are governed and regulated by federal and state laws. With the help of knowledgeable employees throughout the Company, Emerson’s government affairs team identifies and follows issues of importance to Emerson’s continued well-being. When those issues lend themselves to public policy solutions at the federal level, Emerson’s government affairs team sometimes reaches out to policymakers on Capitol Hill and in the Executive Branch to raise awareness and educate them as to potential effects of policies under consideration. Under federal law, that process is considered “direct lobbying.” Sometimes, rather than reaching out directly to policymakers, Emerson engages with policymakers on issues through one or more trade associations to which Emerson belongs and who share our concerns and interests. That is considered “indirect lobbying.” Emerson engages in both direct and indirect lobbying. Emerson does not engage in “grassroots” lobbying. All decisions about which government policies Emerson seeks to shape are based upon what is in the best interests of our industry, our company, our employees and, most importantly, our shareholders.
Disclosures
Emerson discloses its policy that lobbying activities are conducted in accordance with law and reported as required. In 2014, we added a trade associations and lobbying expenditures webpage to our website at www.emerson.com, Investors, Corporate Governance, Trade Associations and Lobbying. This webpage discloses the purpose and limited nature of our lobbying expenditures, and provides easy access to our Lobbying Disclosure Act filings for the last 18 months, which include the names of recipients and amounts contributed to the extent required by law.
In addition to our voluntary disclosures, lobbying activities are subject to comprehensive regulation at both the federal and state levels. We are in full compliance with all laws governing lobbying activities, including the Lobbying Disclosure Act and Honest Leadership and Open Government Act, which require reporting on lobbying activities and certification of compliance with Congressional gift rules. We file quarterly reports with the federal government that disclose our lobbying expenditures and
54 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER PROPOSALS
detail our lobbying activities. These reports are available at http://www.senate.gov/legislative/Public_Disclosure/LDA_reports.htm and http://lobbyingdisclosure.house.gov/. State lobbying activities are also subject to extensive registration and disclosure requirements, and such reports are publicly available through the applicable state authorities.
PROXY ITEM No. 9:
SHAREHOLDER PROPOSAL ON GREENHOUSE GAS EMISSIONS
RESOLVED: Shareholders request that Emerson Electric adopt time-bound, quantitative, company-wide goals for reducing total greenhouse gas (GHG) emissions, taking into account the goals of the Paris Climate Agreement, and issue a report at reasonable cost and omitting proprietary information on its plans to achieve these goals.
Supporting Statement
In December 2015, representatives from 195 countries adopted the Paris Climate Agreement, which specifies a goal to limit the increase in global average temperature to well below 2°C above preindustrial levels. In order to meet the2-degree goal, climate scientists estimate it is necessary to reduce global emissions by 55 percent by 2050 (relative to 2010 levels), entailing a US reduction target of 80 percent.
In 2017, The Task Force on Climate-related Financial Disclosures (TCFD), commissioned by the Financial Stability Board, issued their recommendations. Supported by a cross section of influential investors and business leaders, the TCFD recommends that companies adopt targets to manage climate-related risks and disclose related strategies.
Sixty-four percent of Fortune 100 companies have set goals, while 44 percent of the smallest 100 companies in the Fortune 500 have done so (Source: Power Forward 3.0). Many of Emerson Electric’s peers and customers have set GHG goals:
| • | | Rockwell Collins: reduce emissions by 29 percent by 2019 compared to a 2009 baseline. | |
| • | | Honeywell: reduce emissions intensity by 10 percent from 2013 levels. This is Honeywell’s third goal, having already met previous goals to reduce emissions intensity by 15 percent from 2011 levels and reduce total GHG emissions by 30 percent. | |
| • | | ABB: reduce energy intensity by 20 percent by 2020 from a 2013 baseline. | |
A strong business case is leading companies to set GHG emissions reduction, energy efficiency, or renewable energy targets. Power Forward 3.0 reports that 190 companies among the Fortune 500 are collectively saving $3.7 billion annually as a result of energy efficiency programs – a key way to reduce GHG emissions. CDP research finds that four out of five companies earn a higher return on carbon reduction investments than on their overall corporate capital investments. Among Emerson Electric’s peers, Honeywell reports energy efficiency projects that will result in annual savings exceeding $8 million, all with payback periods of 3 years or less.
Fifty-three Fortune 500 companies have established a renewable energy target – another strategy to reduce emissions. And nearlytwo-dozen of these companies have committed to power all of their operations with renewable energy. Many of these companies publicly state that sourcing renewable energy saves them money.
While Emerson Electric’s products help its clients reduce energy usage and climate impacts, our company has not committed publicly to GHG emissions reductions targets for its own operations. By not setting and pursuing GHG reduction goals, Emerson may not achieve the benefits realized by its peers – a competitive disadvantage for the company and shareholders alike.
For the past two years, overone-third of shares (excluding abstentions) voted in favor of this resolution, a substantial level of support that management should not ignore.
55 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER PROPOSALS
|
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE
“AGAINST” THIS PROPOSAL
|
We note that similar proposals regarding time-bound GHG emission goals were made at our annual meetings in the last two years. In 2017, the proposal received support from approximately 28% of voted shares and 20% of outstanding shares. This support was down from 31% of voted shares in 2016.
The Emerson Board of Directors acknowledges the importance of addressing and minimizing the environmental impact of the Company’s operations. To that end, the Company’s emissions data are available through the Carbon Disclosure Project, which works with thousands of global companies and institutional investors, and has the world’s largest repository of self-reported corporate environmental data. We also began disclosing information regarding our greenhouse gas emissions as part of our initial Corporate Social Responsibility Report. We have added comparative data regarding greenhouse gas emission, to better allow shareholders to evaluate our progress over time, to our updated Corporate Social Responsibility Report, which can be found at www.Emerson.com, About Us, Corporate Social Responsibility. Additional disclosure of strict GHG emissions goals, as requested by the shareholder proposal, would not provide significant incremental benefits to the Company, its shareholders, or the environment. More meaningful progress would be achieved by continuing to direct the Company’s resources and focus towards actually reducing emissions and other environmental efforts.
Emerson is a diversified company, with business units spanning many industries and approximately 200 manufacturing sites worldwide. Changing business priorities make setting specific time-bound, quantitative, company-wide goals, as requested by the shareholder proponent, unduly limiting to the Company’s ability to compete. Moreover, measuring performance against preset goals may present a misleading view of the Company’s progress in reducing emissions given the Company’s dynamic portfolio. Not only is the Company continually adjusting the businesses within its portfolio, as evidenced by the Company’s recent significant repositioning actions, including the completion in early fiscal 2017 of the sales of its Network Power and Leroy Somer and Control Techniques businesses and the acquisition of the valves & controls business of Pentair plc, but the environmental impact of the businesses added to or removed from the portfolio may be significantly different, making comparisons based on total Company sales misleading.
The Company’s goal with respect to GHG emissions is to minimize emissions at each of its locations while striving to continually reduce overall emissions from its worldwide operations taken as a whole. In order to determine performance against this goal, Emerson does track GHG emissions from its manufacturing locations worldwide. More generally, the Company annually assesses environmental compliance at each facility, measuring our performance against Emerson standards, which in all cases meet or exceed applicable law. Tracking GHG reduction progress and addressing the concerns on a disaggregated and individualized basis has allowed the Company to reduce its emissions by over 60% for theten-year period ending December 31, 2016. The Company expects the downward trend to continue and works towards continually decreasing emissions levels.
Emerson is also focused on helping our customers with the most complex and important challenges facing the world in the process, industrial, commercial, and residential markets. Our Automation Solutions business is helping customers make the greatest use of the world’s valuable resources, helping nations move their economies forward in responsible ways, enabling the performance and safety of industries, and advancing the industries that are the backbones of daily life. Our Commercial & Residential Solutions business is helping customers ensure human comfort and health, protecting food quality and sustainability, advancing energy efficiency and environmental conservation, creating sustainable infrastructure, and continuing research and development momentum. For example, Automation Solutions’ Plantweb digital plant architecture provides a comprehensive framework to help manufacturers achieve performance in the areas of safety, reliability, production and energy use in the top 25% of peer companies. Similarly, Commercial & Residential Solutions’ $35 million dollar Helix Innovation Center is driving technology improvements in the areas of ice machine efficiency, use of natural refrigerants, and turning food waste into energy and fertilizer through the Grind2Energy initiative. The Grind2Energy technology alone diverted 7,400 tons of food waste from landfills and eliminated greenhouse gases equivalent to driving 11.9 million miles in fiscal 2016. Further information on the Company’s environmental initiatives and how they are helping our customers improve the environment and the communities in which they operate, see our Corporate Social Responsibility report on the Company website at www.Emerson.com.
By reporting its emissions through the Carbon Disclosure Project, pursuing internal efforts to substantially reduce emissions, and continuing to develop innovative products to help customers across a range of critical industries achieve their
56 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
SHAREHOLDER PROPOSALS
environmental goals, the Company maintains its steadfast commitment to sustainable practices and acting as a responsible steward of the environment. The Company does not believe that taking the additional steps outlined in this proposal would result in better Company performance, lower Company emissions or better returns to shareholders, and therefore does not believe it would be appropriate to expend the resources required to comply with the proposal.
Ownership of Emerson Equity Securities
Ownership of Directors and Executive Officers
The following table shows the number of shares of the Company’s common stock that are beneficially owned by the Directors, by each of the NEOs, and by all Directors and executive officers as a group, as of September 30, 2017.2021. No person reflected in the table owns more than 0.5% of the outstanding shares of Emerson common stock.
| | | | |
Name
| | Total Shares of
Emerson Common
Stock Beneficially
Owned(1)(2)
| |
| |
C. A. H. Boersig
Name | | Total Shares of | 22,211 Emerson Common | Stock Beneficially Owned(1)(2) |
| |
J. B. Bolten
Mark A. Blinn | | | 14,243 | | 6,230 | |
| |
F. J. Dellaquila(3)
Clemens A. H. Boersig | | | 531,110 | | 30,330 | |
| |
D. N. Farr(4)
Joshua B. Bolten | | | 2,928,140 | | 22,362 | |
| |
G. A. Flach
Mark J. Bulanda | | | 1,824 | | 225,874 | |
| |
A. F. Golden
Martin S. Craighead | | | 66,705 | | 6,435 | |
| |
C. Kendle(5)
Frank J. Dellaquila(3) | | | 13,240 | | 482,724 | |
| |
M. S. Levatich
William H. Easter III | | | 13,074 | | 4,376 | |
| |
E. L. Monser(6)
David N. Farr(4) | | | 473,393 | | 2,891,532 | |
| |
S. J. Pelch
Gloria A. Flach | | | 105,162 | | 10,678 | |
| |
J. W. Prueher
James Froedge | | | 39,033 | | 92,312 | |
| |
E. M. Purvis, Jr.(7)
Arthur F. Golden | | | 296,501 | | 87,014 | |
| |
R.Surendralal (Lal) L. Stephenson
Karsanbhai(5) | | | 41,243 | | 136,343 | |
| |
J. S. Turley
Candace Kendle(6) | | | 10,907 | | 21,359 | |
| |
Ram R. Krishnan(7) | | | | 91,331 | |
| |
Lori M. Lee | | | | 6,681 | |
| |
Matthew S. Levatich | | | | 21,193 | |
| |
Michael H. Train | | | | 242,442 | |
| |
James S. Turley | | | | 19,026 | |
| |
All Directors and Executive Officers as a group (20(23 persons)(8)(9)(10) | | | 5,364,994 | | 4,706,028 | |
| (1) | Under rules of the SEC, persons who have power to vote or dispose of securities, either alone or jointly with others, are the beneficial owners of such securities. Each person reflected in the table has both sole voting power and sole investment power with respect to the shares included in the table, except as described in the footnotes below and except for the following shares of restricted common stock over which the person named has no investment power:Mr. Farr-340,000;Karsanbhai, CEO and President-75,000; Mr. Dellaquila, Senior Executive Vice President and Chief FinancialOfficer-60,000;Officer-40,000; Mr. Monser,President-10,000; Mr. Pelch, Executive Vice President, Organization Planning andDevelopment-35,000; Mr. Purvis,Krishnan, Executive Vice President and Chief OperatingOfficer-40,000;Officer-22,000; Mr. Bulanda, Executive President, Automation Solutions-27,000; Mr. Froedge, Executive President, Commercial and Residential Solutions-42,000; Mr. Train, Chief Sustainability Officer-52,000; Mr. Blinn-4,330; Dr. Boersig-3,450;Mr. Bolten-14,243;Bolten-22,362; Mr. Craighead-5,435; Mr. Easter-2,520; Ms. Flach-1,810;Flach-9,929; Mr. Golden-37,749;Golden-1,787; Dr. Kendle-9,635;Kendle-1,787; Ms. Lee-6,681; Mr. Levatich-13,074; Adm.Prueher-2,248;Levatich-21,193; Mr. Stephenson-27,859;Mr. Turley-10,907;Turley-19,026; and all Directors and executive officers as agroup-745,975.group-415,500. Also includes 18,761the following restricted stock units held by Dr. Boersig,Boersig-26,880; Mr. Krishnan-1,000 and Mr. Froedge-500, over which he hasthey have no voting or investment power. |
| (2) | As required by SEC rules, includes the following shares which such persons have, or will have within 60 days after September 30, 2017,2021, the right to acquire upon the exercise of employee stock options:Mr. Farr-450,000;Karsanbhai-29,000; Mr. Dellaquila-210,000;Dellaquila-100,000; Mr. Monser-250,000;Bulanda-50,000; Mr. Pelch-33,200;Froedge-31,000 andMr. Purvis-110,000.Train-44,000; Mr. Farr-184,632. Also includes 18,761 restricted stock units held by Dr. Boersig. |
57 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
OWNERSHIP OF EMERSON EQUITY SECURITIES
| (3) | Includes 8,442 shares held by the spouse of Mr. Dellaquila. Also includes 56,486 shares held by the FJD Gift Trust, a grantor trust for Mr. Dellaquila with Mr. Dellaquila’s spouse and descendants as beneficiaries and Mr. Dellaquila as trustee. Also includes 75,315 shares held by the SRD Gift Trust, a grantor trust for Mr. Dellaquila’s spouse with Mr. Dellaquila’s descendants as beneficiaries and Mr. Dellaquila and his |
| | |
| 60 | | PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS |
OWNERSHIP OF EMERSON EQUITY SECURITIES
| spouse as trustees. Includes 1,500 shares held in the Emerson Directors’ and Officers’ Charitable Trust over which Mr. Dellaquila exercises investment power but has no financial invest. |
| (4) | Includes 531,247576,704 shares held by the spouse and/or children of Mr. Farr. Includes 32,055 shares held in the Emerson Directors’ and Officers’ Charitable Trust over which Mr. Farr exercises investment power but has no financial interest. Mr. Farr retired as Chief Executive Officer in February 2021 and retired as Chair of the Board in May 2021. |
| (5) | Includes 907 shares held as custodian for Mr. Karsanbhai’s son and daughter and 30,829 shares held by trust over which Mr. Karsanbhai exercises investment power. |
| (6) | Includes 1,200 shares held by the spouse of Dr. Kendle. |
(6) | Amounts for Mr. Monser include 125,000 shares attributable to stock options and 15,219 shares of stock, the economic interest in which were transferred to Mr. Monser’sex-wife and are held by Mr. Monser for her benefit pursuant to a domestic relations order. |
| (7) | Includes 15,80066,731 shares held by the spouse and/or child oftrust over which Mr. Purvis. Mr. Purvis has announced his resignation from the Company effective December 31, 2017.Krishnan exercises investment power. |
| (8) | Includes 1,333,198459,249 shares of common stock which executive officers have, or will have within 60 days after September 30, 2017,2021, the right to acquire upon exercise of employee stock options. Also includes 18,76126,880 restricted stock units held by Dr. Boersig.Boersig and 2,500 restricted stock units held by executive officers. Shares owned as a group represent less than 1% of the outstanding common stock of the Company. |
| (9) | Includes 808,208307,786 shares of common stock beneficially owned by sixfive other executive officers of the Company, of which 140,00059,000 shares are restricted and over which the other executive officers have no investment power, 1,000 restricted stock units, and 279,99856,617 shares which the other executive officers have, or will have within 60 days after September 30, 2017,2021, the right to acquire upon exercise of employee stock options. |
| (10) | Also includes 5,500 shares of restricted stock and 9,716 shares attributed to stock options held by an executive officer the economic interest in which were transferred to a former spouse and held for that former spouse’s benefit pursuant to a domestic relations order. Also includes 1,000Includes 33,925 shares held in the Emerson Directors’ and Officers’ Charitable Trust over which an executive officerofficers exercises investment power but hashave no financial interest. |
Ownership of Greater than 5% Shareholders
The following table lists the beneficial ownership of each person holding more than 5% of Emerson’s outstanding common stock as of September 30, 20172021 based on a review of filings with the SEC on Schedule 13G.
| | | | | | | | |
Name and Address | | Total Shares of Emerson Common Stock Beneficially Owned | | | Percent of Class | |
| | |
The Vanguard Group(1) | | | 41,293,408 | | | | 6.4 | % |
| | |
100 Vanguard Blvd., Malvern, PA 19355 | | | | | | | | |
| | |
BlackRock, Inc.(2) | | | 39,086,630 | | | | 6.1 | % |
| | |
55 East 52nd Street, New York, NY 10055 | | | | | | | | |
| | |
State Street Corporation(3) | | | 32,277,664 | | | | 5.0 | % |
| | |
State Street Financial Center, One Lincoln St., Boston, MA 02111 | | | | | | | | |
| | | | | | | | | | |
| | |
Name and Address | | Total Shares of
Emerson Common Stock Beneficially Owned | | Percent of Class |
The Vanguard Group (1) | | | | 50,398,407 | | | | | 8.4 | % |
100 Vanguard Blvd., Malvern, PA 19355 | | | | | | | | | | |
BlackRock, Inc. (2) | | | | 39,489,357 | | | | | 6.6 | % |
55 East 52nd Street, New York, NY 10055 | | | | | | | | | | |
| (1) | The Vanguard Group filed a Schedule 13G/A on February 9, 201710, 2021 with the SEC indicating that, as of December 31, 2016,2020, it had beneficial ownership of 41,293,40850,398,407 shares, including sole voting power over 1,016,372 shares, sole dispositive power over 40,172,32947,800,196 shares, shared voting power over 117,278947,380 shares and shared dispositive power over 1,121,0792,598,211 shares of the Company’s outstanding stock. |
| (2) | BlackRock, Inc. filed a Schedule 13G/A on January 24, 201729, 2021 with the SEC indicating that, as of December 31, 2016,2020, it had beneficial ownership of 39,086,63039,489,357 shares, including sole voting power over 33,299,36933,781,140 shares and sole dispositive power over 39,060,637 shares and shared voting and dispositive power over 25,99339,489,357 shares of the Company’s outstanding stock. |
(3) | State Street Corporation filed a Schedule 13G on February 9, 2017 with the SEC indicating that, as of December 31, 2016, it had beneficial ownership of 32,277,664 shares of the Company’s outstanding stock, over which it had both shared voting and investment power. |
The Company is not aware of any other shareholders who beneficially own more than 5% of its outstanding common stock.
58 PROXY STATEMENT FOR EMERSON 2018
| | |
| PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | | 61 |
OWNERSHIP OF EMERSON EQUITY SECURITIES
Section 16(a) Beneficial Ownership Reporting Compliance
The Company’s Directors and executive officers are required, pursuant to Section 16(a) of the Exchange Act, to file statements of beneficial ownership and changes in beneficial ownership of common stock of the Company with the SEC and the NYSE, and to furnish copies of such statements to the Company. Based solely on a review of the copies of such statements furnished to the Company and written representations that no other such statements were required, the Company believes that during fiscal 2017 its Directors and executive officers complied with all such requirements.
Questions and Answers About the 20182022 Annual Meeting
1. | Why did I receive these materials? |
1. Why did I receive these materials?
Our Board of Directors is soliciting proxies on its behalf to be voted at the 20182022 Annual Meeting of Shareholders on February 6, 20181, 2022, at 10:00 a.m., Central Time, at the Headquarters of the Company, 8000 W. Florissant Avenue, St. Louis, MO 63136. The proxies also may be voted at any adjournments or postponements of the meeting. All properly executed written proxies, and all properly completed proxies submitted by telephone or by the internet, that are delivered pursuant to this solicitation will be voted at the meeting in accordance with the directions given in the proxy, unless the proxy is earlier revoked.
2. | How are these materials being distributed? |
2. How are these materials being distributed?
On or about December 15, 2017,10, 2021, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain shareholders of record as of November 28, 2017,23, 2021, and posted our proxy materials for shareholder access at www.proxyvote.com. As more fully described in the Notice, shareholders may also request printed proxy materials. The Notice and website also provide information regarding how you may request proxy materials in printed or electronic form or electronically on an ongoing basis. We also mailed proxy materials to certain shareholders.
3. | Why am I getting these materials from my broker, bank or other nominee, and not directly from Emerson? |
3. Why am I getting these materials from my broker, bank or other nominee, and not directly from Emerson?
If you hold your shares through a broker, bank or other nominee, you may also receive either the Notice or printed proxy materials from that entity, as required by SEC rules.
4. | What is the difference between a shareholder of record and a shareholder who holds shares in street name? |
4. What is the difference between a shareholder of record and a shareholder who holds shares in street name?
If your shares are registered in your name on the books and records of our transfer agent, Computershare Trust Company, N.A., you are a shareholder of record. If your shares are held for you in the name of your broker, bank or other nominee, your shares are held in street name.
5. | What is the record date and what does it mean? Who can vote? |
5. What is the record date? Who can vote?
The record date for the 20182022 Annual Meeting is November 28, 201723, 2021 (“record date”). The record date was established by our Board under Missouri law. Holders of Emerson common stock at the close of business on the record date are entitled to receive notice of and vote at the meeting, or in the case of holders in street name, provide voting instructions to their broker, bank or other nominee. Each shareholder of record on the record date is entitled to one vote for each share of our common stock held on
that date. There is no cumulative voting with respect to the election of Directors. On the record date, there were issued and entitled to be voted 638,635,418595,699,414 shares of our common stock, par value $0.50 per share.
6. What are the different methods I can use to vote my shares?
59 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING
6. | What are the different methods I can use to vote my shares? |
By Telephone or InternetInternet:: All shareholders of record may vote their shares by telephone (within the United States, U.S. territories and Canada, there is no charge for the call) or by internet, using the procedures and instructions described on the proxy card, notice of internet availability of proxy materials and other enclosures. If you vote by telephone or internet, you need not mail back your proxy card. A control number, located on the proxy card or Notice, must be provided to verify your identity and allow you to vote your shares and confirm that your voting instructions have been properly recorded.
Street name holders may vote by telephone or internet if their brokers, banks or other nominees make those methods available. Each broker, bank or other nominee will enclose instructions with the proxy materials. Follow the voting instructions on the form you receive from that firm.
In Writing: All shareholders also may vote by mailing their completed and signed proxy card (in the case of shareholders of record) or their completed and signed voting instruction form (in the case of street name holders).
In Person: All shareholders of record may vote in person at the meeting. Street name holders must obtain a legal proxy from their broker, bank or other nominee and bring the legal proxy to the meeting in order to vote in person at the meeting. If we decide to hold the Annual Meeting in a virtual-only or hybrid format, we will announce it in advance in a press release, and details will be posted on our website at www.Emerson.com, Investors, Investor Resources, Shareholder Information and filed as additional proxy soliciting material with the Securities and Exchange Commission. If you are planning to attend our Annual Meeting, please monitor our website prior to the meeting date.
7. | How many votes must be present to hold the 2018 Annual Meeting? |
7. How many votes must be present to hold the 2022 Annual Meeting?
To conduct the meeting, a majority of our issued and outstanding shares entitled to vote as of the record date for the meeting (November 28, 2017),November 23, 2021, must be present in person or by proxy at the meeting. This is referred to as a quorum.
Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly vote by internet,
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QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING
telephone or mail. Abstentions, proxies which are marked or voted to deny discretionary authority on other matters and shares of record held by a broker, bank or other nominee (“broker shares”) that are voted on any matter are also included in determining the number of shares present. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present.
8. | What vote is required to pass the proposals? |
8. What vote is required to pass the proposals?
If a quorum is present, the affirmative vote of a majority of the shares entitled to vote whichthat are present in person or represented by proxy at the 20182022 Annual Meeting is required to elect Directors, to ratify the appointment of KPMG, to approve the compensation of the Company’s NEOs to ratify the Company’s forum selection Bylaw, to approve the shareholder proposals and to act on any other matters properly brought before the meeting. The affirmative vote of 85% of the total voting power of all outstanding shares, whether or not present or represented by proxy at the 2018 Annual Meeting, is required to amend the Company’s Restated Articles of Incorporation to provide shareholders the right to amend the Company’s Bylaws.
Shares represented by proxies which are marked or voted “withhold authority” with respect to the election of any one or more nominees for election as Directors, proxies which are marked or voted “abstain” on the other proposals, and proxies which are marked or voted to deny discretionary authority on other matters will be counted for the purpose of determining the number of shares represented by proxy at the meeting. Such proxies will thus have the same effect as a vote against such nominee or nominees, against such proposals and against such other matters, respectively.
9. | What if I do not specify a choice for a matter when returning a proxy? |
9. What if I do not specify a choice for a matter when returning a proxy?
If your proxy card is signed and returned without specifying choices, the shares will be voted FOR the nominees for Director in Proposal 1, FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm in Proposal 2 and FOR the approval, on an advisory basis, of the compensation of the Company’s NEOs in Proposal 3, “FOR” the approval of a proposed amendment to our Restated Articles of Incorporation to provide shareholders the right to amend the Company’s Bylaws in Proposal 4, “FOR” thenon-binding advisory vote to ratify the Company’s forum selection Bylaw in Proposal 5, and “AGAINST” the shareholder proposals in Proposals 6, 7, 8 and 9.3. Otherwise, signed proxy cards without specified choices will be voted in the discretion of the proxies.
60 10. How will my shares be voted on any other matters to come before the meeting?PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING
10. | How will my shares be voted on any other matters to come before the meeting? |
The Company knows of no other matters to come before the meeting. If any other matters properly come before the meeting, the proxies solicited hereby will be voted on such matters in the discretion of the persons voting such proxies, who are members of the Company’s management, except proxies which are marked to deny discretionary authority. The Company knows of no reason why any of the nominees for Director named herein would be unable to serve. In the event, however, that any nominee named should prior to the election become unable to serve as a Director, your proxy (unless designated to the contrary) will be voted for such other person or persons, if any, as the Board of Directors of the Company may recommend.
11. | Will my shares be voted if I do not provide my proxy or voting instructions? |
11. Will my shares be voted if I do not provide my proxy or voting instructions?
Shareholders of Record: If you are a shareholder of record, your shares will not be voted if you do not provide your proxy or vote in person at the meeting. It is, therefore, important that you vote your shares.
Street Name Holders: If your shares are held in street name and you do not provide your voting instructions to your broker, bank or other nominee, your shares may be voted by your broker, bank or other nominee only on certain “routine” matters, pursuant to rules of the NYSE.
Only the ratification of the selection of KPMG LLP as our independent registered public accounting firm is considered a “routine” matter for which brokers, banks or other nominees may vote uninstructed shares. The other proposals to be voted on at the meeting are not considered “routine” under NYSE rules. If you do not provide voting instructions on anon-routine matter, your broker may indicate on the proxy that it does not have discretionary voting authority and your shares will not be voted on that matter, which is referred to as a “brokernon-vote.” Brokernon-votes will not be considered as present and entitled to vote with respect to that matter and thus will have no effect on the outcome of the vote with regard to such matters, except that with respect to the proposal to amend the Company’s Restated Articles of Incorporation such votes would have the same effect as if the shares represented thereby were voted against such proposal.matters.
12. | How can I revoke a proxy or change my vote? |
12. How can I revoke a proxy or change my vote?
You may revoke your proxy at any time before it is voted (in the case of proxy cards) by giving notice to the Secretary of the Company or by executing and mailing a later-dated proxy. To revoke a proxy, or change your vote cast, by telephone or internet, you must do so by telephone or internet, respectively (following the directions on your proxy card), by 11:59 p.m. Eastern Standard Time on February 5, 2018.January 31, 2022. If your shares are held in street name, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions
13. | Who will pay the cost of this proxy solicitation? |
13. Who will pay the cost of this proxy solicitation?
The solicitation will be by internet and mail and the expense thereof will be paid by the Company. The Company has retained Saratoga Proxy Consulting, LLCMacKenzie Partners, Inc. to assist in the solicitation of proxies at an estimated cost of $15,000 plus expenses. In addition, solicitation of proxies may be made by additional mailings, electronic mail, telephone or in person by Directors, officers or other employees of the Company and we may request brokerage houses, banks and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of shares held of record by such persons. We will reimburse such persons for expenses incurred in forwarding such soliciting material.
14. | How do I obtain admission to the 2018 Annual Meeting? | |
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QUESTIONS AND ANSWERS ABOUT THE 2022 ANNUAL MEETING
14. How do I obtain admission to the 2022 Annual Meeting?
Please see “Proxy Statement Summary – Summary—Attending the Meeting” above for information on attending the meeting and required information. If you have questions regarding whether you have the required information, directions, or if you require any special accommodations due to a disability, please contact the Emerson Investor Relations Department at314-553-2197 in advance of the meeting. The meeting facilities will open at 9:30 a.m., Central Time, to facilitate your registration and security clearance. For your security, you will not be permitted to bring any packages, briefcases, large pocketbooks or bags into the meeting. Also, cellular and digital phones, audio tape recorders, video and still cameras, pagers, laptops and other portable electronic devices will not be permitted into the meeting. We thank you in advance for your patience and cooperation with these rules.
61 15. What does it mean if I receive more than one proxy card?PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
QUESTIONS AND ANSWERS ABOUT THE 2018 ANNUAL MEETING
15. | What does it mean if I receive more than one proxy card? |
It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all shares represented by each proxy card or other voter information card received from your bank or broker. We recommend that you contact your bank or broker, or our transfer agent, to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare Trust Company, N.A, P.O. Box 505000, Louisville, Kentucky 40233; you can reach Computershare at1-888-213-0970 (from within the U.S. or Canada) or1-781-575-2879 (from outside the U.S. or Canada).
16. | May shareholders ask questions at the 2018 Annual Meeting? |
16. May shareholders ask questions at the 2022 Annual Meeting?
Yes. The ChairmanBoth the Chair and CEO will answer shareholders’ questions during the Q&A period of the meeting. In order to provide an opportunity for everyone who wishes to ask a question, each shareholder will be limited to two minutes. Shareholders may ask a second question only after all others have first had their turn and if time allows. When speaking, shareholders must direct questions to the ChairmanChair and confine their questions to matters that relate directly to the business of the meeting.
17. Is it possible that the Annual Meeting will be changed to a virtual or hybrid format?
Although we are currently planning to hold the Annual Meeting in person, in light of the ongoing public health concerns surrounding the COVID-19 pandemic, we may deem it necessary to hold the Annual Meeting solely by means of remote communication (i.e., a virtual-only meeting) or as a hybrid meeting (i.e., permitting both virtual and in-person attendance) in lieu of an in-person meeting at our headquarters. If we decide to hold a virtual or hybrid Annual Meeting, we will announce it in advance in a press release, and details will be posted on our website at www.Emerson.com, Investors, Investor Resources, Shareholder Information and filed as additional proxy soliciting material with the Securities and Exchange Commission. In that event, the Annual Meeting would be held on the above date and time but would be available via live audio webcast, and shareholders or their legal proxy holders could participate, submit questions, vote, and examine our shareholder list at the Annual Meeting by visiting www.virtualshareholdermeeting.com/EMR2022 and using your 16-digit control number. If you are planning to attend our Annual Meeting, please monitor our website prior to the meeting date.
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Other Matters
Future Shareholder Proposals and Nominations
Proposals for Inclusion in Proxy Statement Pursuant to Rule14a-8
Proposals of shareholders intended to be presented at the 20192023 Annual Meeting scheduled to be held on February 5, 2019,7, 2023, must be received by the Company by August 17, 201812, 2022, for inclusion in the Company’s proxy statement and proxy relating to that meeting pursuant to Rule14a-8 under the Exchange Act. Upon receipt of any such proposal, the Company will determine whether or not to include such proposal in the proxy statement and proxy in accordance with regulations governing the solicitation of proxies.
Proposals and Nominations Not for Inclusion in Proxy Statement
In accordance with our Bylaws, a shareholder who intends to submit an item of business, including a Director nomination or other proposal, outside of our proxy statement, at an Annual Meeting must comply with the requirements of our Bylaws including the provision of timely notice to the Secretary of Emersonthe Company in advance of the meeting. To be timely, a shareholder’s notice ordinarily must be received at the principal executive offices of the Company not less than 90 nor more than 120 days before the meeting, i.e.,meeting. For the 2023 Annual Meeting of Shareholders to be held on February 7, 2023, such notice must be received between October 810 and November 7, 2018 for the 2019 Annual Meeting.9, 2022. However, if the Company gives less than 100 days’ (1) notice of the meeting or (2) prior public disclosure of the date of the meeting, then such notice must be received within 10 days after notice of the meeting is mailed or other public disclosure of the meeting is made.
A shareholder’s notice to the Secretary shall set forth (i) as to each matter the shareholder proposes to bring before the Annual Meeting, a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the Annual Meeting, and (ii) as to the proposing shareholder(s) and the beneficial owner, if any, on whose behalf the proposal is made, and their respective affiliates or associates or others acting in concert therewith various “proposing shareholder information” as specified in detail in our Bylaws. This proposing shareholder information includes such information as material interests or arrangements, names and addresses, the number of shares beneficially owned, any derivative or hedging positions, any material interest in any contract with the Company or any affiliate or competitor, all information that would be required to be set forth in a Schedule 13D (or an amendment) if such a statement were required, any other information relating to any such person that would be required to be disclosed in a proxy statement or proxy contest, a representation whether any such person is or intends to participate in the solicitation of proxies, and a representation that the shareholder is a shareholder of record entitled to vote and intends to continue to hold such stock of the Company through the meeting.
In addition to the proposing shareholder information, for Director nominations outside of our proxy statement, the notice shall also include, as to each person whom the shareholder proposes to nominate, the information specified in detail in our Bylaws.
62 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
OTHER MATTERS
Such information includes the name, age, business address and residence of such nominee, the principal occupation, the number of shares beneficially owned, any other information relating to such person that is required to be disclosed in solicitations of proxies for Director elections or is otherwise required, in certain cases details of any relationship, or understanding between the shareholder(s) and the nominee.
Our Bylaws also set out specific eligibility requirements that nominees for Director must satisfy, which require nominees to:
complete and return a written questionnaire with respect to the background and qualification of the nominee and the background of any other person or entity on whose behalf the nomination is being made; and
provide a written representation and agreement that the nominee:
| | ○ | | is not and will not become a party to (1) any agreement or arrangement with, and has not given any commitment or assurance to, any person as to how such nominee will act or vote (a “Voting Commitment”) that has not been disclosed to us or (2) any Voting Commitment that could limit or interfere with the nominee’s ability to comply with the nominee’s fiduciary duties under applicable law; |
| | ○ | | is not and will not become a party to any agreement or arrangement with any person with respect to any compensation, reimbursement or indemnification in connection with service as a director that has not been disclosed therein; and |
| | ○ | | if elected, would be in compliance and will comply with all of our applicable corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines. |
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OTHER MATTERS
These requirements are separate from the requirements a shareholder must meet to have a proposal included in the Company’s proxy statement. The foregoing time limits also apply in determining whether notice is timely for purposes of rules adopted by the SEC relating to the exercise of discretionary voting authority.
Director Nominees for Inclusion in Proxy Statement (Proxy Access)
In August 2017, the Board amended the Bylaws to permit a holder (or a group of not more than 20 holders) of at least 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the nominating holder(s) and the nominee(s) satisfy the requirements specified in the Bylaws, including providing the Company with advance notice of the nomination. Notice of director nominees submitted under these Bylaw provisions must be delivered to and received by the Secretary of the Company, whose address is 8000 West Florissant Avenue, St. Louis, Missouri 63136, no sooner than July 18, 201813, 2022, and no later than August 17, 2018,12, 2022, to be considered timely for purposes of the Company’s 20192022 Annual Meeting.
To utilize proxy access, among other things, the electing shareholder and proposed nominee must comply with the detailed requirements set forth in our Bylaws, including the provision of the proposing shareholder information, various other required information, representations, undertakings, agreements and other requirements as set forth in the Bylaws and as required by law.
In each case the notice must be given to the Secretary of the Company, whose address is 8000 West Florissant Avenue, St. Louis, Missouri 63136. Any shareholder desiring a copy of the Company’s Bylaws will be furnished one without charge upon written request to the Secretary. A copy of the Bylaws is available on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Bylaws.
Communications with the Company and Obtaining Emerson Documents
Shareholders and other interested persons may contact the Lead Independent DirectorChair of the Board or any of our Directors in writing c/o Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary. All such letters will be forwarded promptly to the Lead Independent DirectorChair of the Board or relevant Director.
The Company’s Corporate Governance Principles and Practices and the charters of all Board committees are available on the Company’s website at www.Emerson.com, Investors, Corporate Governance. The foregoing documents are available in print to shareholders upon written request delivered to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary.
63 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
OTHER MATTERS
Additional Filings
The Company’sForms 10-K,10-Q,8-K10-K, 10-Q, 8-K and all amendments to those reports are available without charge through the Company’s website on the internet as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. They may be accessed as follows: www.Emerson.com, Investors, SEC filings. Information on our website does not constitute part of this proxy statement.
Householding of Proxies
The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for annual reports, proxy statements and notices of internet availability of proxy materials with respect to two or more shareholders sharing the same address by delivering a single annual report, proxy statement and/or a notice of internet availability of proxy materials addressed to those shareholders. This process, which is commonly referred to as “householding,” can provide extra convenience for shareholders and cost savings for companies. The Company and some brokers household annual reports, proxy materials and notices of internet availability of proxy materials, delivering a single annual report, proxy statement and and/or notice of internet availability of proxy materials to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders.
Once you have received notice from your broker or the Company that your broker or the Company will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate annual report, proxy statement and notice of internet availability of proxy materials, or if you currently receive multiple copies of these documents and would prefer to participate in householding, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Investor Relations, or by telephoning314-553-2197 or by visiting our website.
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OTHER MATTERS
Forward-Looking Statements
This Proxy Statement may include forward-looking statements within the meaning of Section 21E of the Securities Exchange Act that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Securities Exchange Act and other federal securities laws. All statements other than statements of historical or current facts, including statements regarding our strategy, outlook, operations, prospects, aspirational purpose, causes, values, and related commitments, goals or targets, including those regarding sustainability, greenhouse gas emissions, diversity, inclusion or other initiatives, plans or goals are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements. These forward-looking statements are based on current expectations and are subject to risks and uncertainties. Emerson undertakes no obligation to update any such statements to reflect later developments. These risks and uncertainties include the Company’s ability to successfully complete on the terms and conditions contemplated, and the financial impact of, the proposed AspenTech transaction, the scope, duration and ultimate impact of the COVID-19 pandemic, as well as economic and currency conditions, market demand, including related to the pandemic and oil and gas price declines and volatility, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, among others, which are set forth in the “Risk Factors” of Part I, Item 1A, and the “Safe Harbor Statement” of Part II, Item 7, to the Company’s Annual Report on Form 10-K for the year ended September 30, 2021 and in subsequent reports filed with the SEC, which are available at http://www.sec.gov. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
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Appendix A
64 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS
APPENDIX A
EMERSON DIRECTOR INDEPENDENCE STANDARDS
In order to be considered independent under the rules of the New York Stock Exchange, the Board must determine that a director does not have any direct or indirect material relationship with Emerson Electric Co. (“Emerson”). The Board has established the following guidelines to assist it in determining director independence under the NYSE rules. Any Director who meets the following standards will be deemed independent by the Board:
1. The Director was not employed by Emerson, and no immediate family member of the Director was employed by Emerson as an executive officer, within the preceding three years;
2. The Director is not a partner or employee of Emerson’s independent auditor, and no immediate family member of the Director is a partner of Emerson’s independent auditor, or is employed by such auditor and personally works on Emerson’s audit, and neither the Director nor any immediate family member has been within the preceding three years a partner of or employed by Emerson’s independent auditor and has personally worked on Emerson’s audit within that time;
3. Neither the Director nor any immediate family member of the Director was employed as an executive officer by any company at the same time any Emerson executive officer served as a member of such company’s compensation committee within the preceding three years;
4. Neither the Director, nor any member of the Director’s immediate family received in any twelve-month period during any of Emerson’s last three fiscal years direct compensation in excess of $120,000 from Emerson other than regular director compensation, pension and other deferred payments that are not in any way contingent on continued service to Emerson, and compensation received by an immediate family member for service as anon-executive officer of Emerson;
5. If the Director is an employee of, or if any immediate family member is an executive officer of, another organization that does business with Emerson, the annual sales to, or purchases from, Emerson by such company in each of the last three fiscal years were less than the greater of two percent of the annual revenues of such company or $1,000,000;
6. If the Director is an executive officer of another organization which is indebted to Emerson, or to which Emerson is indebted, the total amount of either company’s indebtedness to the other is less than two percent of the total consolidated assets of the company the Director serves as an executive officer;
7. If the Director is, or is a director, executive officer or greater than 10% owner of an entity that is, a paid advisor, paid consultant or paid provider of professional services to Emerson, any member of Emerson’s senior management or any immediate family member of a member of Emerson’s senior management, the amount of such payments is less than the greater of 2% of such entity’s annual revenues or $1,000,000 during Emerson’s current fiscal year;
8. If the Director is a partner, principal or counsel in a law firm that provides professional services to Emerson, the amount of payments for such services is less than the greater of 2% of such law firm’s annual revenues or $1,000,000 during Emerson’s current fiscal year;
9. If the Director serves as an officer, director or trustee of a charitable organization to which Emerson makes contributions: (i) Emerson’s discretionary contributions to such organization are less than the greater of two percent of such organization’s total annual charitable receipts or $1 million; (ii) Emerson’s contributions are normal matching charitable gifts and similar programs available to all employees and independent directors; or (iii) the charitable donation goes through the normal corporate charitable donation approval processes, and is not made “on behalf of” a Director;
10. The Director’s ownership of Emerson stock, direct or indirect, is less than 1% of the total outstanding Emerson stock;
11. If the Director is affiliated with, or provides services to, an entity in which Emerson has an ownership interest, such ownership interest is less than 20%; and
12. Any other relationship between the Director and Emerson not covered by the standards set forth above is an arrangement that is usually and customarily offered to customers of Emerson.
If any relationship exists between Emerson and any Director that is not addressed by the standards set forth above, the Directors meeting these standards shall determine whether such relationship impairs the independence of such Director.
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| A-1 PROXY STATEMENT FOR EMERSON 2022 ANNUAL MEETING OF SHAREHOLDERS | | |
EMERSON ELECTRIC CO.
8000 WEST FLORISSANT AVENUE
P.O. BOX 4100
ST. LOUIS, MO 63136-8506
WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. IF YOU VOTE BY INTERNET OR PHONE, YOU DO NOT NEED TO RETURN THIS PROXY CARD.
APPENDIX BVOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
PROPOSED AMENDMENT TO RESTATED ARTICLESUse the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on January 31, 2022 for shares held directly and by 11:59 P.M. Eastern Time on January 27, 2022 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF INCORPORATIONFUTURE PROXY MATERIALS
ARTICLE 5If you would like to reduce the costs incurred by Emerson Electric Co. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
3. Amendment ofBy-LawsVOTE BY PHONE - 1-800-690-6903
TheBy-LawsUse any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on January 31, 2022 for shares held directly and by 11:59 P.M. Eastern Time on January 27, 2022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote by mail, your proxy card must be received prior to the start of the Corporation mayAnnual Meeting of Shareholders for your vote to beThe power to make, altered, amended or repealedtheBy-laws of the Corporation shall be vested solely inonly by the Board of Directorsor by the holders of not less than a majority of the total voting power of all outstanding counted.
SPECIAL VOTING DEADLINE NOTICE TO PARTICIPANTS IN EMERSON ELECTRIC CO. BENEFIT PLANS
If you own shares of votingEmerson Electric Co. common stock through any benefit plan of the Corporation, voting as a single class. TheBy-laws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or the Articles of Incorporation.
B-1
APPENDIX C
FORUM SELECTION BYLAW
ARTICLE VIII
Section 6.Forum for Certain Actions. Unless the Corporation consents in writing to the selection of an alternative forum, the United States District Court for the Eastern District of Missouri shall be, to the fullest extent permitted by law, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary or any other duty owed by any current or former director, officer, employee, agent, shareholder or affiliate of the Corporation to the Corporation or to the Corporation’s shareholders, (c) any action asserting a claim against the CorporationEmerson or any of its directors, officers, employees, agents or shareholders arising pursuantsubsidiaries, the shares represented by your proxy card include those shares. To allow sufficient time for the plan trustees to any provision ofvote, the General and Business Corporation Law of Missouri,trustees must receive your voting instructions by 11:59 P.M. Eastern Time on January 27, 2022. If the Articles of Incorporation or theseBy-Laws, (d) any action asserting a claim againsttrustees do not receive your properly completed instructions by that date, the Corporation or any of its directors, officers, employees, agents or shareholders governed bytrustees will vote the internal affairs doctrine, or (e) any action to interpret, apply, enforce or determine the validity of the Articles of Incorporation or theseBy-Laws, in each case regardless of whether such action or proceeding is based on common law, statutory, equitable, legal or other grounds, and, in each case, including any action brought by a beneficial owner of the Corporation’s shares; provided, however, thatshares in the eventsame proportion as the votes that such court lacks jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be the Circuit Court located in the County of St. Louis, Missouri, or in the event that such court lacks jurisdiction, anytrustees receive from other court of the State of Missouri; except for, in all cases, with respect to any action or proceeding as to which such federal or state court determines that there is an indispensable party not subject to the jurisdiction of such court (and the indispensable party does not consent to the personal jurisdiction of such court within ten days following such determination). Any person or entity holding, purchasing orplan participants, unless otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to (i) consent to (A) the personal jurisdiction of the United States District Court for the Eastern District of Missouri (or if such court does not have jurisdiction, the Circuit Court located in the County of St. Louis, or if such court does not have jurisdiction, another court of the State of Missouri) in any proceeding brought to enjoin, or otherwise enforce this Section 6 with respect to, any actionrequired by that person or entity that is inconsistent with the exclusive jurisdiction provided for in this Section 6 (an “Inconsistent Action”) and (B) having service of process made upon such person or entity in any such proceeding by service upon such person’s or entity’s counsel in such Inconsistent Action as agent for such person or entity and (ii) have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described in this Section 6. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions.law.
Without limiting any of the foregoing, nothing contained in this Section 6 is intended to limit, determine or address the merits or substance of any action or proceeding (including, whether any action or proceeding should be commenced or maintained against the Corporation or against any of the Corporation’s directors, officers or employees, or whether any particular type or form of remedy or relief should be sought or is available against the Corporation or against any of its directors, officers or employees), but instead, the provisions of this Section 6 are solely procedural in nature and govern only the exclusive location, forum and venue for the commencement of actions and proceedings expressly enumerated in clauses (a) through (e) of the immediately preceding sentence.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | DETACH AND RETURN THIS PORTION ONLY |
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 | | EMERSON ELECTRIC CO. | | | | | | | | For All | | Withhold All | | For All Except |
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THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3. | | | | | | |
EMERSONELECTRICCO.
8000WESTFLORISSANTAVENUE
P.O.BOX4100
ST.LOUIS,MO63136-8506
| | | | | | WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7 DAYS A WEEK. IF YOU VOTE BY INTERNET OR PHONE, YOU DO NOT NEED TO RETURN THIS PROXY CARD. | | | | | | |
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| | | | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE BY INTERNET -www.proxyvote.comFOR or scan the QR Barcode aboveTHE FOLLOWING NOMINEES: | | | | | | |
| | | | | Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
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| ☐ | | ☐ | | ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS | | | | | | ☐ |
| | | | | If you would like to reduce the costs incurred by Emerson Electric Co. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.1.
| | ELECTION OF DIRECTORS FOR TERMS ENDING IN 2025 | | | | | | |
| | | | | VOTE BY PHONE - 1-800-690-6903 | | | | | | |
| | | | | Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
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| | | | | VOTE BY MAIL | | | | | | |
| | | | | Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. If you vote by mail, your proxy card must be received prior to the start of the Annual Meeting of Shareholders for your vote to be counted.
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| | | | | | | | | | | | | | SPECIAL VOTING DEADLINE NOTICE TO PARTICIPANTS IN EMERSON ELECTRIC CO. BENEFIT PLANS | | | | | | |
| | | | | | Nominees: | | | | | | | | | | | | | | |
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| | | | | | 01) J. B. Bolten | | | | | | | | | | | | | | |
| | | | | | 02) W. H. Easter III | | | | | | | | | | | | | | |
| | | | | | 03) S. L. Karsanbhai | | | | | | | | | | | | | | |
| | | | | | 04) L. M. Lee | | | | | | | | | | | | | | |
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| | | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING: | | | | For | | Against | | Abstain |
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| | | | 2. | | Ratification of KPMG LLP as Independent Registered Public Accounting Firm. | | | | | | ☐ | | ☐ | | ☐ |
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| | | | 3. | | Approval, by non-binding advisory vote, of Emerson Electric Co. executive compensation. | | | | | | ☐ | | ☐ | | ☐ |
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To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
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| | | | | | | | | | | | | | If you own shares of Emerson Electric Co. common stock through any benefit plan of Emerson or any of its subsidiaries, the shares represented by your proxy card include those shares. To allow sufficient time for the plan trustees to vote, the trustees must receive your voting instructions by 11:59 P.M. Eastern Time on February 4, 2018. If the trustees do not receive your properly completed instructions by that date, the trustees will vote the shares in the same proportion as the votes that the trustees receive from other plan participants, unless otherwise required by law.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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| | E34273-P98149
| | | KEEP THIS PORTION FOR YOUR RECORDS | |
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| | | | DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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EMERSON ELECTRIC CO. | | | | For
All
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All
| | For All
Except
| | | | | | To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
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| | THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES IN PROPOSAL 1, FOR PROPOSALS 2 THROUGH 5, AND AGAINST PROPOSALS 6 THROUGH 9.
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| | THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE FOLLOWING NOMINEES: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1. ELECTION OF DIRECTORS FOR TERMS ENDING IN 2021
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| | Nominees:
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| | 01) A. F. Golden
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| | 02) C. Kendle
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| | 03) J. S. Turley
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| | ELECTION OF DIRECTOR FOR TERM ENDING IN 2020
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| | 04) G. A. Flach
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| | THE BOARD OF DIRECTORS RECOMMENDS A VOTEFOR THE FOLLOWING: | | For | | Against | | Abstain | | | | | | THEBOARDOFDIRECTORSRECOMMENDSAVOTEAGAINSTTHEFOLLOWING: | | For | | Against | | Abstain | | |
| | 2. Ratification of KPMG LLP as Independent Registered Public Accounting Firm.
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| | | | | | 6. Approval of the shareholder proposal regarding adoption of an independent Board Chair policy as described in the proxy statement.
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| | 3. Approval, by non-binding advisory vote, of Emerson Electric Co. executive compensation.
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| | | | | | 7. Approval of the shareholder proposal requesting issuance of a political contributions report as described in the proxy statement.
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| | 4. Approval of an amendment to Emerson’s Restated Articles of Incorporation to provide shareholders the right to amend the Bylaws.
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| | | | | | 8. Approval of the shareholder proposal requesting issuance of a lobbying report as described in the proxy statement.
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| | 5. Ratification, on an advisory basis, of the Company’s forum selection Bylaw.
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| | | | | | 9. Approval of the shareholder proposal on greenhouse gas emissions as described in the proxy statement.
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| | | | | | | | | | The undersigned hereby acknowledges receipt of Notice of Annual Meeting and accompanying Proxy Statement. | | |
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| | For address changes and/or comments, please check this box and write them on the back where indicated.
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(NOTE:Please sign exactly as your name(s) appear(s) hereon. All holders must sign. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. If a corporation, please sign in full corporate name by authorized officer.offcer. If a partnership, please sign in partnership name by authorized person.) | | |
| | MATERIALS ELECTION
SEC rules permit companies to send you a notice that proxy information is available on the Internet, instead of mailing you a complete set of materials. Check the box to the right if you want to receive a complete set of future proxy materials by mail, at no cost to you. If you do not take action you may receive only a Notice.
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| | Please indicate if you plan to attend this meeting. | | ☐
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| | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | |
| | Signature [PLEASE SIGN WITHIN BOX] (Joint Owners) | | Date | | Date
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ADMISSION TICKET
ANNUAL MEETING OF SHAREHOLDERS
Tuesday, February 6, 20181, 2022
10:00 A.M., Central Standard Time
Currently Scheduled to be Held at
Emerson Electric Co. Headquarters
8000 West Florissant Avenue
St. Louis, MO 63136
PLEASE PRESENT THIS
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PLEASE PRESENT THISNON-TRANSFERABLE TICKET AT THE REGISTRATION DESK UPON ARRIVAL* NON-TRANSFERABLE TICKET
AT THE REGISTRATION DESK
UPON ARRIVAL
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and our Annual Report to Shareholders, including our Annual Report on Form 10-K,for the fiscal year ended
September 30, 2017,2021, are available at www.proxyvote.com.
*Although we are currently planning to hold the Annual Meeting in person, in light of the ongoing public health concerns surrounding the COVID -19 pandemic, we may deem it necessary to make alternative arrangements for the Annual Meeting, which may include holding the meeting solely by means of remote communication. If we decide to hold a virtual Annual Meeting, we will announce it in advance in a press release, and details will be posted on our website at www.Emerson.com, Investors, Investor Resources, Shareholder Information and filed as additional proxy soliciting material with the Securities and Exchange Commission. In that event, the Annual Meeting would be held on the above date and time but would be available via live audio webcast, and shareholders or their legal proxy holders could participate, submit questions, vote, and examine our shareholder list at the Annual Meeting by visiting www.virtualshareholdermeeting.com/EMR2022 and using your 16-digit control number, but only if the meeting is held virtually and not in St. Louis. If you are planning to attend our Annual Meeting, please monitor our website prior to the meeting date. As always, we encourage you to vote the shares prior to the Annual Meeting.
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| | é FOLD AND DETACH HEREé | | E34274-P98149
D63406-P62795-Z81150 |
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, does hereby appoint D.N. FARR,S.L. KARSANBHAI, S.Y. BOSCO, and J.G. SHIVELY,J.A. SPERINO, or any of them, with full powers of substitution, the true and lawful attorneys-in-fact, agents and proxies of the undersigned to represent the undersigned at the Annual Meeting of the Shareholders of EMERSON ELECTRIC CO., to be held on February 6, 2018,1, 2022, commencing at 10:00 A.M., Central Standard Time, at the Headquarters of the Company, 8000 West Florissant Avenue, St. Louis, Missouri, or an alternative venue as determined by the Company (including live via the internet at www.virtualshareholdermeeting.com/EMR2022), and at any and all adjournments of said meeting, and to vote all the shares of Common Stock of the Company standing on the books of the Company which the undersigned is entitled to vote as specified and in their discretion on such other business as may properly come before the meeting. The matters stated on the reverse side were proposed by the Company, except as indicated.
THIS PROXY WILL BE VOTED AS SPECIFIED AND IN THE DISCRETION OF THE PROXIES WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2 3, 4 AND 5, AND AGAINST PROPOSALS 6, 7, 8 AND 9.3.
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Address Changes/Comments:
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
(Continued, and to be marked, dated and signed, on the other side)
