8-KCorporate ChangesExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Bylaw Amendment (Nov 6, 2009)

Filed November 6, 2009For Securities:EMR

Summary

This Form 8-K filing by Emerson Electric Co. (EMR) on November 5, 2009, primarily details an amendment to the company's bylaws, effective November 3, 2009. The key change permits two specific directors, Rozanne L. Ridgway and Vernon R. Loucks, Jr., to serve for an additional year beyond the previous age limit of 72, extending their tenure until the February 2011 Annual Meeting of Stockholders. This amendment suggests a strategic decision by the Board to retain the expertise of these specific directors, potentially due to their valuable contributions or the prevailing economic conditions at the time. Investors should note this deviation from the standard age policy and consider the implications for board continuity and governance. The filing also includes the amended bylaws and a marked-up version showing the changes as exhibits.

Key Highlights

  • 1Emerson Electric Co. amended its bylaws on November 3, 2009.
  • 2The amendment allows two directors, Rozanne L. Ridgway and Vernon R. Loucks, Jr., to serve an additional year.
  • 3These directors can now serve until the February 2011 Annual Meeting of Stockholders.
  • 4The previous bylaw restricted directors from standing for election or re-election after reaching age 72.
  • 5The amendment provides an exception to the standard age limit for these two specific individuals.
  • 6The filing includes the amended bylaws as exhibits for detailed review.

Frequently Asked Questions

The primary purpose of this filing is to announce an amendment to Emerson Electric Co.'s bylaws, specifically related to the age limit for directors seeking re-election. This amendment allows two particular directors to serve an additional year beyond the standard age restriction.

The amendment was made to allow two specific directors, Rozanne L. Ridgway and Vernon R. Loucks, Jr., to continue their service for an additional year, extending their tenure until the February 2011 Annual Meeting. This suggests the Board valued their continued contributions and decided to make an exception to the standard age-based policy.

Rozanne L. Ridgway and Vernon R. Loucks, Jr. will be permitted to serve as members of the Board of Directors for one additional year, until the Annual Meeting of Stockholders scheduled for February 2011. This extends their service beyond the previous age 72 restriction.

The amended bylaws and a version marked to show the changes from the prior provision are included as Exhibits 3.1 and 3.2 to this Form 8-K filing and are incorporated by reference.