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.