| Item 2.02 | Results of Operations and Financial Condition. |
Quarterly Results Press Release
On Wednesday, May 3, 2023, a press release was issued regarding the second quarter results of Emerson Electric Co. (the “Company”). A copy of this press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
References to underlying orders in the press release refer to the Company’s trailing three-month average orders growth versus the prior year, excluding currency, acquisitions and divestitures.
Non-GAAP Financial Measures
The press release contains non-GAAP financial measures as such term is defined in Regulation G under the rules of the Securities and Exchange Commission. While the Company believes these non-GAAP financial measures are useful in evaluating the Company, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Further, these non-GAAP financial measures may differ from similarly titled measures presented by other companies. The reasons management believes that these non-GAAP financial measures provide useful information are set forth in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and in the press release furnished with this Form 8-K.
Forward-Looking and Cautionary Statements
Statements in the press release that are not strictly historical may be “forward-looking” statements, which involve risks and uncertainties, and 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 Climate Technologies transaction and the proposed National Instruments transaction, the scope, duration and ultimate impacts of the COVID-19 pandemic and the Russia-Ukraine conflict, as well as the 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, inflation, among others, as set forth in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the SEC. The outlook contained herein represents the Company’s expectations for its consolidated results, other than as noted herein.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 3, 2023, the Company announced that on May 2, 2023 Frank J. Dellaquila, the Company’s Senior Executive Vice President and Chief Financial Officer, indicated that he would be retiring from his role as Chief Financial Officer effective May 10, 2023. Mr. Dellaquila will remain an employee of the Company in the role of Senior Advisor to the CEO until September 30, 2023 (the “Retirement Date”) to assist in the orderly transition of his duties.
Also on May 3, 2023, the Company announced the promotion of Michael J. Baughman to Executive Vice President, Chief Financial Officer and Chief Accounting Officer of the Company, effective May 10, 2023. Mr. Baughman, age 58, joined the Company in October 2017 as Vice President and Controller and was appointed Chief Accounting Officer in February 2018.
In connection with his retirement, on May 2, 2023, the Company and Mr. Dellaquila entered into a letter agreement (the “Letter Agreement”). Under the Letter Agreement, Mr. Dellaquila will continue to receive his base salary and certain other benefits through the Retirement Date. Mr. Dellaquila will remain eligible to receive a payment of his fiscal 2023 annual bonus based on the Company’s financial performance for fiscal 2023 to be paid at the normal time under the program.
As permitted under the Company��s 2015 Incentive Shares Plan, Mr. Dellaquila will remain eligible to receive a full payout of any earned awards under the Fiscal 2021 - 2023 and Fiscal 2022 - 2024 Performance Shares Programs, subject to the Company’s achievement of the applicable performance objectives, to be paid at the normal times provided for under the programs.
Mr. Dellaquila will be eligible to receive distributions from the Company’s nonqualified and qualified pension plans, pursuant to the terms and conditions of and to be paid in the manner and at the time set for in such plans. He will also be eligible to receive distributions under the qualified and non-qualified 401(k) and profit-sharing retirement savings plans, as provided under those plans.
