UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 4, 2019
Emerson Electric Co.
(Exact Name of Registrant as Specified in Charter)
Missouri | 1-278 | 43-0259330 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
8000 West Florissant Avenue St. Louis, Missouri | 63136 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(314)553-2000
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbols | Name of each exchange on which registered | ||
Common Stock, $0.50 par value per share | EMR | New York Stock Exchange Chicago Stock Exchange | ||
1.250% Notes due 2025 | EMR 25A | New York Stock Exchange | ||
2.000% Notes due 2029 | EMR 29 | New York Stock Exchange | ||
0.375% Notes due 2024 | EMR 24 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On June 4, 2019, the Board of Directors of Emerson Electric Co. (the “Company”) elected Martin S. Craighead, former Vice Chairman of Baker Hughes, a GE Company, as a Director of the Company. Mr. Craighead was Chairman and Chief Executive Officer of Baker Hughes from 2013 to 2017. He will stand for election at the Company’s 2020 Annual Meeting of Shareholders. Mr. Craighead was also appointed to serve as a member of the Compensation Committee and the Corporate Governance and Nominating Committee.
Mr. Craighead will receive an award of restricted stock, representing a $100,000 pro rata award of the $150,000 restricted stock portion of the annual retainer previously paid to allnon-management directors. Going forward, Mr. Craighead will be compensated on the same basis as all othernon-management Directors of the Company. Compensation fornon-management directors is described each year in the Company’s Proxy Statement under “Director Compensation”.
A copy of the June 4, 2019 press release announcing Mr. Craighead’s election is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description of Exhibits | |
99.1 | Press Release dated June 4, 2019 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EMERSON ELECTRIC CO. (Registrant) | ||||||||
Date: June 4, 2019 | By: | /s/ John A. Sperino | ||||||
John A. Sperino | ||||||||
Vice President and Assistant Secretary |