8-KCorporate ChangesOther EventsExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Bylaw Amendment (Apr 8, 2013)

Filed April 8, 2013For Securities:EMR

Summary

Emerson Electric Co. (EMR) filed an 8-K on April 7, 2013, to report an amendment to its Bylaws and an event related to a board member's leave of absence. The key amendment allows the Board of Directors, under specific conditions and with a majority vote, to grant a leave of absence to a director for up to one year. This provides flexibility in managing board composition while directors face significant personal or professional commitments. Furthermore, the filing details that Director Carlos Fernandez was granted a leave of absence from April 1, 2013, until the first board meeting after September 30, 2013, due to his involvement with Grupo Modelo. During this period, his director duties are suspended, and he will not receive compensation. These changes primarily impact board governance and do not appear to signal any immediate operational or financial shifts for the company.

Key Highlights

  • 1Emerson Electric Co. amended its corporate Bylaws on April 2, 2013.
  • 2The amendment allows the Board to grant directors a leave of absence for up to one year, requiring board approval and justification of good cause.
  • 3The Corporate Governance and Nominating Committee will have discretion over adjusting director compensation and stock awards during a leave of absence.
  • 4Director Carlos Fernandez was granted a leave of absence from April 1, 2013, to after September 30, 2013.
  • 5Mr. Fernandez's leave is due to time-sensitive matters related to his business interests in Grupo Modelo.
  • 6During his leave, Mr. Fernandez's director duties are suspended, and he will not receive cash retainers or meeting fees.

Frequently Asked Questions

The primary amendment allows the Board of Directors to grant a leave of absence to a director for a period not exceeding one year, provided there is good cause shown and a majority of directors approve. This provides structured flexibility for directors facing significant external commitments.

Mr. Carlos Fernandez was granted a leave of absence to focus on time-sensitive and time-consuming matters related to his business interests in Grupo Modelo.

No, during his leave of absence, Mr. Fernandez's duties as a Director are suspended, and he will not receive any cash retainer or meeting fees.

This filing primarily concerns corporate governance and board administration. The amendment to the bylaws and the director's leave of absence do not, in themselves, indicate any immediate financial restatements, significant strategic shifts, or material business events for Emerson Electric.