8-KThe WireRoutine
Shareholder Vote
Filed Feb 7, 2025 · 1y ago · Accession 0000032604-25-000036
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-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): February 4, 2025
Emerson Electric Co.
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(Exact Name of Registrant as Specified in Charter)
Missouri 1-278 43-0259330
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(State or Other Jurisdiction of Incorporation) -------------------
(Commission ---------------------------
(I.R.S. Employer Identification Number)
File Number)
8027 Forsyth Blvd.
St. Louis, Missouri 63105
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(Address of Principal Executive Offices) ------------------
(Zip Code)
Registrant’s telephone number, including area code:
( 314 ) 553-2000
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Check the appropriate box below if the Form 8-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 Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock of $0.50 par value per share EMR New York Stock Exchange
NYSE Chicago
1.250% Notes due 2025 EMR 25A New York Stock Exchange
2.000% Notes due 2029 EMR 29 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 Rule 12b-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 5.07. Submission of Matters to a Vote of Security Holders.
The final results for each of the matters submitted to a vote at the Company’s 2025 Annual Meeting of Shareholders held on February 4, 2025 are as follows:
Proposal 1 : The four Directors named in the Proxy Statement were elected by the shareholders, by the votes set forth in the table below:
Nominee For Against Abstain Broker Non-Votes
Joshua B. Bolten 358,781,284 59,329,522 1,325,591 75,433,163
Calvin G. Butler, Jr. 409,614,111 8,722,577 1,099,709 75,433,163
Surendralal (Lal) L. Karsanbhai 411,590,335 6,799,119 1,046,943 75,433,163
Lori M. Lee 413,202,492 5,241,013 992,892 75,433,163
Proposal 2 : The Company’s executive compensation, as described in the Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth below:
For Against Abstain Broker Non-Votes
372,131,485 43,336,033 3,968,879 75,433,163
Proposal 3 : The proposal to approve an amendment to the Company’s Restated Articles of Incorporation to declassify the Board of Directors, as described in the Proxy Statement, which required the vote of 85% of outstanding shares in favor for approval, was not approved by the shareholders, by the votes set forth below:
For Against Abstain Broker Non-Votes
412,498,454 5,277,751 1,660,192 75,433,163
Proposal 4A : The proposal to approve an amendment to the Company’s Restated Articles of Incorporation to reduce the supermajority voting requirements for the removal of directors and amendments to the provisions of Article 5, as described in the Proxy Statement, which required the vote of 85% of outstanding shares in favor for approval, was not approved by the shareholders, by the votes set forth below:
For Against Abstain Broker Non-Votes
382,509,283 11,934,595 24,976,748 75,448,934
Proposal 4B : The proposal to approve an amendment to the Company’s Restated Articles of Incorporation to reduce the supermajority voting requirements in connection with the fair price provisions for certain business combinations and amendments to those provisions, as described in the Proxy Statement, which required the vote of 85% of outstanding shares in favor for approval, was not approved by the shareholders, by the votes set forth below:
For Against Abstain Broker Non-Votes
380,934,351 12,716,030 25,770,245 75,448,934
Proposal 4C : The proposal to approve an amendment to the Company’s Restated Articles of Incorporation to reduce the supermajority voting requirements for amendments to the terms of any series of preferred stock, as described in the Proxy Statement, was approved by the shareholders, by the votes set forth below:
For Against Abstain Broker Non-Votes
381,023,304 12,813,892 25,583,430 75,448,934
Proposal 5 : The Company’s 2025 Employee Stock Purchase Plan, as described in the Proxy Statement, was approved by the shareholders, by the votes set forth below:
For Against Abstain Broker Non-Votes
414,963,672 2,780,015 1,692,710 75,433,163
Proposal 6 : The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2025 was ratified by the shareholders, by the votes set forth below:
For Against Abstain
461,814,343 31,062,633 1,992,584
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description of Exhibits
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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: February 7, 2025 By: /s/ John A. Sperino
John A. Sperino
Vice President and
Assistant Secretary
Filing details
- Company
- EMERSON ELECTRIC CO
- Ticker
- EMR
- CIK
- 32604
- Form type
- 8-K
- Filing date
- Feb 7, 2025
- Report date
- Feb 4, 2025
- Document
- emr-20250204.htm
- Size
- 241 KB