Summary
Emerson Electric Co. (EMR) announced on October 5, 2016, via an 8-K filing, two significant governance-related changes implemented by its Board of Directors on October 4, 2016. Firstly, the company amended its Bylaws to permit Admiral Joseph W. Prueher to serve an additional one-year term on the Board, extending his tenure beyond the previously stipulated age limit of 72. This decision reflects the Board's judgment regarding the continued value of Admiral Prueher's contributions. Secondly, Emerson adopted amendments to its Corporate Governance Principles and Practices to establish the role of a Lead Independent Director. This new position, to be held by an independent director for a three-year term, will enhance independent oversight and communication. The Lead Independent Director will have defined responsibilities including presiding over certain meetings, liaising with the Chairman, and engaging with major shareholders. Randall L. Stephenson has been elected as the inaugural Lead Independent Director.
Key Highlights
- 1Emerson Electric Co. amended its Bylaws to allow Admiral Joseph W. Prueher to extend his Board service by one year, past the previous age limit of 72.
- 2The company established a new role of Lead Independent Director through amendments to its Corporate Governance Principles and Practices.
- 3The Lead Independent Director will be elected from independent directors for a three-year term.
- 4Key responsibilities for the Lead Independent Director include presiding at certain Board meetings, reviewing agendas, and acting as a liaison with the Chairman and major shareholders.
- 5Randall L. Stephenson has been elected as the first Lead Independent Director.
- 6These changes were approved by the Board of Directors on October 4, 2016, and are effective immediately.
- 7The amended Bylaws and Governance Principles are available on Emerson's website.