8-KCorporate ChangesExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Bylaw Amendment (Nov 6, 2020)

Filed November 6, 2020For Securities:EMR

Summary

Emerson Electric Co. (EMR) announced an amendment to its Bylaws effective November 3, 2020. The most significant changes pertain to proxy access provisions and director age limitations. Specifically, the company has removed a restriction on the number of proxy access nominees that was tied to its classified board structure, and also removed a reference to "other communication" in the context of proxy access filings. Furthermore, Emerson has introduced an exception to its director age limit policy, which previously mandated that directors could not stand for election if they reached the age of 72 prior to the start of their term. These amendments, while not directly financial in nature, could impact corporate governance and shareholder engagement by potentially broadening the scope of proxy access and allowing for continued service of certain experienced directors beyond the previous age restriction.

Key Highlights

  • 1Emerson Electric Co. amended its Bylaws on November 3, 2020.
  • 2The amendment removed a limitation on the number of proxy access nominees that was linked to the company's classified board structure.
  • 3A reference to 'other communication' in proxy access filing requirements has been removed.
  • 4An exception to the director age limit (previously 72 years old) has been introduced for certain directors.
  • 5The changes aim to potentially enhance proxy access flexibility and retain experienced directors.
  • 6The full amended Bylaws and marked-up provisions are filed as exhibits to the 8-K.

Frequently Asked Questions

The primary purpose of the bylaw amendments is to modify the company's corporate governance rules. Specifically, these changes alter the proxy access provisions and introduce flexibility to the director age limit policy.

The removal of the limitation tying the number of proxy access nominees to the classified board structure could potentially allow for more director nominees through proxy access in certain circumstances. The removal of the 'other communication' reference simplifies the filing requirements for nominating shareholders.

Previously, directors were not permitted to stand for election or re-election if they reached the age of 72 before the start of that term. The amendment introduces an exception to this rule for certain directors, allowing them to serve beyond the previous age restriction under specific conditions.

These bylaw changes are primarily related to corporate governance and do not have direct, immediate financial impacts. However, they could indirectly influence future board composition and shareholder engagement, which may have long-term implications.