8-KLeadership ChangesShareholder Matters

EMERSON ELECTRIC CO 8-K Report, Executive Changes (Feb 6, 2014)

Filed February 6, 2014For Securities:EMR

Summary

This 8-K filing from Emerson Electric Co. (EMR) primarily reports on events from its Annual Stockholders' Meeting held on February 4, 2014, and the appointment of a new director. The company announced the election of Candace Kendle, retired Chairman and CEO of Kendle International Inc., to its Board of Directors. She has also been appointed to the Corporate Governance and Nominating Committee and the Finance Committee and will receive compensation consistent with other non-management directors, including a restricted stock award. Furthermore, the filing details the voting outcomes from the Annual Meeting. All six nominated directors were elected, and the company's executive compensation plan received advisory approval from shareholders. The appointment of KPMG LLP as the independent auditor for fiscal year 2014 was also ratified. Notably, three shareholder proposals regarding sustainability, political contributions, and lobbying reports did not receive majority approval.

Key Highlights

  • 1Candace Kendle elected as a new Director to the Board and appointed to the Corporate Governance and Nominating Committee and the Finance Committee.
  • 2All six nominated directors were overwhelmingly re-elected by shareholders.
  • 3Shareholders provided advisory approval for the company's executive compensation plan.
  • 4KPMG LLP ratified as the independent registered public accounting firm for fiscal year 2014.
  • 5Shareholder proposals requesting sustainability, political contributions, and lobbying reports were not approved.

Frequently Asked Questions

Candace Kendle is the retired Chairman and Chief Executive Officer of Kendle International Inc. She was elected as a Director to Emerson Electric's Board of Directors on February 4, 2014. She has also been appointed to serve on the Corporate Governance and Nominating Committee and the Finance Committee.

The key outcomes included the election of all six nominated directors, advisory approval of the company's executive compensation, and ratification of KPMG LLP as the independent auditor for fiscal 2014. Three shareholder proposals concerning sustainability, political contributions, and lobbying reports were not approved.

Dr. Kendle will be compensated on the same basis as other non-management Directors. This includes an award of 1,964 shares of restricted stock, which is part of the annual retainer for non-management directors.

No, the shareholder proposals requesting the issuance of a sustainability report, a political contributions report, and a lobbying report were not approved by the majority of shareholders at the meeting.