8-KLeadership ChangesExhibits & Filings

EMERSON ELECTRIC CO 8-K Report, Executive Changes (Nov 28, 2022)

Filed November 28, 2022For Securities:EMR

Summary

This 8-K filing announces the retirement of Mark J. Bulanda, Executive President of Automation Solutions, effective December 31, 2022. His departure includes a separation agreement outlining continued salary and benefits through September 30, 2023, contingent on not commencing other employment. This agreement also details the treatment of his outstanding stock options, performance shares, and restricted stock awards, with most remaining eligible for payout based on company and individual performance objectives. For investors, this signals a leadership transition within a key business segment and provides clarity on the financial and equity-related terms associated with Mr. Bulanda's exit. The filing also underscores the company's commitment to retaining talent while managing executive transitions through structured agreements that include non-compete and non-solicitation clauses, as well as provisions for forfeiture of benefits in case of breach.

Key Highlights

  • 1Mark J. Bulanda, Executive President of Automation Solutions, will retire effective December 31, 2022.
  • 2Mr. Bulanda will receive salary continuation payments at his current base salary rate until September 30, 2023, or until he commences other employment.
  • 3Outstanding stock options held by Mr. Bulanda will remain exercisable until their original expiration date of October 1, 2023.
  • 4Mr. Bulanda remains eligible for full payouts of earned Fiscal 2021-2023 and Fiscal 2022-2024 performance shares, subject to company performance targets.
  • 5Certain restricted stock awards will be eligible for full payment, while one award granted in February 2021 will be canceled.
  • 6Mr. Bulanda agrees to a three-year non-compete and non-solicitation period post-retirement.
  • 7The separation agreement includes provisions for forfeiture of benefits and repayment of damages if Mr. Bulanda violates his obligations.

Frequently Asked Questions

Mr. Bulanda will receive salary continuation payments at his current base salary through September 30, 2023, or until he starts new employment. His stock options remain exercisable until October 1, 2023. He is also eligible for full payouts of earned performance shares (FY21-23 and FY22-24) based on company performance, and certain restricted stock awards will vest. He is subject to a three-year non-compete and non-solicitation agreement.

His outstanding stock options remain exercisable until their original expiry date of October 1, 2023. He is eligible to receive full payouts of any earned performance shares under the Fiscal 2021-2023 and Fiscal 2022-2024 programs, contingent on the Company achieving applicable performance objectives. A restricted stock award from February 2021 will be canceled, while another granted in October 2013 will be eligible for full payment upon its restriction period's conclusion.

Mr. Bulanda has agreed to a three-year period from his retirement date (December 31, 2022) during which he will not compete with the Company, solicit or hire its employees, or disclose confidential information. He must also reaffirm existing non-compete, non-disclosure, and non-solicitation obligations and comply with non-disparagement clauses. He will also release the Company from all claims.

If Mr. Bulanda breaches any of his obligations under the Letter Agreement, he will forfeit all payments and benefits to be provided under the agreement. Furthermore, he will be required to repay half of the economic value of all benefits already provided to him as liquidated damages.