Emerson Electric Co.
8-K on 02/07/2020   Download
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EMERSON ELECTRIC CO false 0000032604 0000032604 2020-02-04 2020-02-04 0000032604 emr:CommonStockof0.50parvaluepershareMember 2020-02-04 2020-02-04 0000032604 emr:M0Member 2020-02-04 2020-02-04 0000032604 emr:A0.375Notesdue2024Member 2020-02-04 2020-02-04 0000032604 emr:A1.250Notesdue2025Member 2020-02-04 2020-02-04 0000032604 emr:A2.000Notesdue2029Member 2020-02-04 2020-02-04

 

 

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, 2020

 

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 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

 

 

Chicago Stock Exchange

0.375% Notes due 2024

 

EMR 24

 

New York Stock Exchange

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 2020 Annual Meeting of Shareholders held on February 4, 2020 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

   

Withheld

   

Broker Non-Votes

 

M. S. Craighead

   

424,090,994

     

10,257,291

     

90,262,188

 

D. N. Farr

   

407,085,773

     

27,262,512

     

90,262,188

 

G. A. Flach

   

425,272,532

     

9,075,753

     

90,262,188

 

M. S. Levatich

   

423,538,858

     

10,809,427

     

90,262,188

 

Proposal 2: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2020 was ratified by the shareholders, by the votes set forth below:

For

 

Against

 

Abstain

504,648,619

 

18,864,431

 

1,097,423

Proposal 3: 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

399,930,681

 

31,121,332

 

3,296,272

 

90,262,188

Proposal 4: 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

 

% of Outstanding
Shares Voting For

424,057,935

 

7,758,971

 

2,531,379

 

90,262,188

 

69.4%


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.

             

Date: February 7, 2020

     

By:

 

/s/ John A. Sperino

     

 

John A. Sperino

     

 

Vice President and Assistant Secretary