8-KLeadership ChangesShareholder MattersExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Executive Changes (Feb 9, 2012)

Filed February 9, 2012For Securities:EMR

Summary

Emerson Electric Co. (EMR) filed an 8-K on February 9, 2012, reporting on key corporate governance and shareholder matters from its February 7, 2012 Annual Meeting. A significant development was the election of Joshua B. Bolten, former White House Chief of Staff and Co-Founder of Rock Creek Global Advisors, to the Board of Directors and the Corporate Governance and Nominating Committee. Mr. Bolten will receive standard compensation for non-management directors, including restricted stock awards. The filing also details the outcomes of various shareholder proposals. All nominated directors were elected, and the company's executive compensation plan received advisory approval. The appointment of KPMG LLP as the independent auditor for fiscal 2012 was ratified. Notably, a shareholder proposal for a sustainability report was not approved, while a proposal to declassify the Board of Directors was approved, indicating a shift towards annual director elections.

Key Highlights

  • 1Election of Joshua B. Bolten, former White House Chief of Staff, to the Board of Directors and Corporate Governance Committee.
  • 2Mr. Bolten's compensation will align with other non-management directors, including a $125,000 restricted stock award.
  • 3All six nominated directors were overwhelmingly elected by shareholders.
  • 4Shareholders provided advisory approval for the company's executive compensation plan.
  • 5KPMG LLP was ratified as the independent registered public accounting firm for fiscal year 2012.
  • 6A shareholder proposal requesting a sustainability report was rejected by shareholders.
  • 7A shareholder proposal to declassify the Board of Directors was approved, leading the Board to take steps to implement this change.

Frequently Asked Questions

Joshua B. Bolten is a notable figure, formerly serving as the Chief of Staff to the President of the United States and currently a Co-Founder and Managing Director of Rock Creek Global Advisors, LLC. His appointment to Emerson's Board of Directors and its Corporate Governance and Nominating Committee brings significant external experience and potentially a fresh perspective on governance matters.

Shareholders approved the proposal to declassify the Board of Directors. This means that directors will no longer be elected for staggered terms but will all stand for election annually. Emerson Electric's Board has indicated they will take the necessary steps to implement this change.

Shareholders provided non-binding advisory approval for the company's executive compensation plan. Additionally, the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2012 was ratified with strong support.

The shareholder proposal requesting the issuance of a sustainability report was not approved by the stockholders. The votes indicated a majority against the proposal.