8-KLeadership ChangesCorporate Changes

EMERSON ELECTRIC CO 8-K Report, Executive Changes (Nov 12, 2013)

Filed November 12, 2013For Securities:EMR

Summary

This 8-K filing from Emerson Electric Co. (EMR) on November 11, 2013, primarily reports two key events. Firstly, it announces the resignation of Craig W. Ashmore, Executive Vice President of Planning and Development, effective November 11, 2013. Mr. Ashmore will transition into a consulting role for the Company until September 30, 2014, and will continue to receive certain performance-based compensation and retirement benefits, subject to specific terms and conditions. Secondly, the filing details an amendment to the Company's Bylaws, effective November 5, 2013. This amendment modifies Article III, Section 3, removing the age restriction for directors seeking re-election, which specifically allows August A. Busch III to serve an additional one-year term on the Board of Directors. Investors should note the departure of a key executive and the subsequent consulting agreement, as well as the governance change related to director tenure.

Key Highlights

  • 1Craig W. Ashmore, Executive Vice President Planning and Development, resigned effective November 11, 2013.
  • 2Mr. Ashmore will provide consulting services to Emerson Electric Co. through September 30, 2014, for a monthly fee of $47,917.
  • 3Mr. Ashmore remains eligible for earned performance shares from 2010 and 2013 programs, and vested stock options remain exercisable for three months.
  • 4He will receive pension benefits from qualified and non-qualified plans, with monthly payments of approximately $24,000 from the non-qualified plan commencing at age 65.
  • 5Mr. Ashmore agrees to confidentiality, non-compete, and non-solicitation clauses for three years post-resignation.
  • 6Emerson Electric Co. amended its Bylaws to remove the age limit of 72 for directors, allowing August A. Busch III to serve an additional year.
  • 7The amended Bylaws allow August A. Busch III to continue as a Board member until the February 2015 Annual Meeting of Stockholders.

Frequently Asked Questions

The resignation of Craig W. Ashmore, EVP of Planning and Development, represents a change in executive leadership. However, his continued role as a consultant and the provisions for his deferred compensation and benefits suggest an effort to ensure a smooth transition and leverage his expertise for a defined period. Investors will want to monitor the company's strategy and execution in areas previously overseen by Mr. Ashmore.

The company will incur costs for Mr. Ashmore's consulting services ($47,917 per month) and continue to provide certain benefits. His eligibility for performance shares and pension payments means potential future payouts, though these are contingent on company performance and plan terms. The agreement includes clauses for forfeiture of payments and repayment of benefits if Mr. Ashmore breaches his obligations, acting as a safeguard for the company.

The amendment specifically allows August A. Busch III to continue serving on the Board of Directors beyond the previous age limit of 72. This suggests the Board values Mr. Busch's experience and contributions and wishes to retain his leadership for an additional term, which extends to the February 2015 Annual Meeting of Stockholders.

Yes, Mr. Ashmore has agreed not to compete with Emerson Electric Co. or its affiliates and not to solicit the company's employees for a period of three years from his resignation date. He also reaffirms his existing non-compete, invention, non-disclosure, and non-solicitation obligations.