DEF 14A

DEF 14A 1 d397384ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Materials Pursuant to § 240.14a-12

EMERSON ELECTRIC CO.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

8000 W. Florissant Avenue

St. Louis, MO 63136

Dear Fellow Shareholder:

I am pleased to invite you to join us at the 2023 Annual Meeting of Shareholders of Emerson Electric Co. to be held on Tuesday, February 7, 2023, at 10:00 a.m., Central Time, to be held in a virtual format at our virtual meeting website accessible at www.virtualshareholdermeeting.com/EMR2023.

At this year’s meeting, we will vote on the election of three Directors and the ratification of the selection of KPMG LLP as Emerson’s independent registered public accounting firm. We will hold non-binding advisory votes on the compensation of Emerson’s named executive officers and on the frequency of such future advisory votes. We will also report on our business and provide an opportunity for shareholders to ask questions.

The past year was truly transformative for our company as we took decisive steps to position Emerson for a promising future as a leading global automation company. We expanded our industrial software capabilities, made significant progress on our portfolio transformation, advanced our culture evolution and delivered value to our shareholders through strong operational execution.

LOGO

Emerson delivered strong performance in 2022, exceeding the underlying sales and adjusted earnings per share targets we set at the beginning of the year, with net sales up 8%, underlying sales up 9%, earnings per share up 42% and adjusted earnings per share up 16%.

Our leadership team and Board of Directors executed a series of decisive transactions in 2022 that are reshaping Emerson as a global automation leader. We are guiding our portfolio journey with a clear vision and purpose: to drive significant value creation for our shareholders through a higher value, higher growth and cohesive Emerson. There have been many important steps in our transformation journey, including divesting several non-core businesses and making a number of acquisitions in the last year to bolster our automation capabilities. These strategic actions are transforming the portfolio and will enable Emerson to enhance our end market diversification. Our journey is not complete, however, and we will continue to actively manage our portfolio, including pursuing acquisitions in attractive, high-growth automation markets.

A critical component of our value creation strategy – and an area of accelerated focus for us in 2022 – is our culture. This year, we have built upon our foundation and made great strides to reimagine what it means to be an employee at Emerson. We are creating an environment where everyone feels valued, trusted and empowered. A couple of highlights include work we have done to modernize our talent philosophy and talent management processes. We also implemented a global listening strategy, created remote working guidelines, fostered an inclusive environment through our 12,000-person Employee Resource Group community and identified targets to keep us accountable for building diverse and innovative teams as we continue to grow. We will continue to invest in our culture as we know this is key to unlocking the potential of our employees, driving innovation, executing with excellence and being a best-in-class global automation solutions organization.

I am thankful for the performance of the Emerson team that delivered this transformational year, and I appreciate the support of the Board of Directors who has been instrumental in enabling this transformation.

This is an important moment in the transformation of our company – and every vote is important. Please complete, sign and return your proxy card, or use telephone or internet voting prior to the meeting, so that your shares will be represented and voted at the meeting even if you cannot attend. Please see our 2022 Annual Report to Shareholders made available with this Proxy Statement.

On behalf of the Board of Directors and all of us at Emerson, thank you for your ongoing support and commitment.

December 9, 2022

Sincerely,

LOGO

SURENDRALAL (LAL) L. KARSANBHAI

President, Chief Executive Officer and Director


i		PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS


Notice of Annual Meeting of Shareholders for Emerson Electric Co.



DATE AND TIME:		Tuesday, February 7, 2023, 10:00 a.m. CST

PLACE/MEETING ACCESS:		Virtual Meeting website accessible at www.virtualshareholdermeeting.com/EMR2023

ITEMS OF BUSINESS:		1. To elect as Directors the three nominees named in the accompanying proxy statement. 2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm. 3. To approve, on an advisory basis, the compensation of Emerson’s named executive officers. 4. To hold an advisory vote to determine the frequency of future advisory votes on executive compensation. 5. To transact other business, if any, properly brought before the meeting.

WHO CAN VOTE:		Record holders of Emerson common stock at the close of business on November 29, 2022

HOW TO VOTE:		Your vote is important, and we urge you to cast your vote in advance of the meeting by telephone, internet or mailing your completed and signed proxy card or voting instruction form, or at the meeting through the virtual meeting website. If you attend the virtual meeting, you may revoke your previously cast vote and vote at the meeting through the virtual meeting website. Each share is entitled to one vote on each matter to be voted upon at the Annual Meeting. Non-shareholders may attend the annual meeting as a guest but will not have the option to vote any shares or ask questions during the virtual meeting.

MEETING ADMISSION:		To access the virtual meeting please visit www.virtualshareholdermeeting.com/EMR2023 and enter the 16-digit control number on your notice of internet availability, proxy card, or voting instruction form. Shareholders as of the close of business on November 29, 2022, the record date for the Annual Meeting, or their legal proxy holders may participate in, submit questions, examine the list of shareholders and vote at the Annual Meeting by following instructions on the virtual meeting site. Participants may access the virtual meeting site beginning at 9:45 a.m. Central Time to allow log-in prior to the start of the Annual Meeting at 10:00 a.m., Central Time. For registered shareholders, the control number can be found on your proxy card or notice of internet availability that you previously received. If you are a beneficial or “street name” holder and hold your shares through an intermediary, such as a broker, bank or other nominee, you must obtain instructions from your broker, bank or other nominee to participate in, submit questions, examine the list of shareholders and vote at the Annual Meeting.

SHAREHOLDER LIST:		The Company will make a list of shareholders entitled to vote at the Annual Meeting available to shareholders for examination 10 days prior to the Annual Meeting. The Company requests that shareholders seeking to review the list of shareholders contact Emerson Investor Relations at 314-553-2197. Shareholders may access this list during the Annual Meeting at the virtual meeting site by entering their control number.

TECHNICAL SUPPORT:		Anyone who has technical difficulties accessing or using the virtual meeting site during the Annual Meeting should call the technical support number on the virtual meeting site. The virtual meeting site is supported on browsers (e.g., Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Each participant should ensure strong WiFi or other internet connection.

2022 ANNUAL REPORT AND DATE OF DISTRIBUTION:		For more complete information regarding Emerson, please review the Annual Report to Shareholders and the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022. A copy of our Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, accompanies this Notice of Annual Meeting of Shareholders and Proxy Statement. This Notice of Annual Meeting of Shareholders and Proxy Statement and the Annual Report are first being made available or mailed to shareholders on or about December 9, 2022.


		By order of the Board of Directors,

December 9, 2022		SARA YANG BOSCO
St. Louis, Missouri		Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 7, 2023

Emerson’s Notice of Annual Meeting, Proxy Statement, Form of Proxy, and Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, are available, free of charge, at www.proxyvote.com. You will need to input the Control Number located on the proxy card or notice of internet availability of proxy materials when accessing these documents. A separate notice of internet availability of such proxy materials is first being sent to our shareholders on or around December 9, 2022. Shareholders may access these materials and vote over the internet or request delivery of a full set of materials by mail or email. If you receive the separate notice of internet availability of proxy materials, you will not receive a paper or email copy of the proxy materials unless you request one in the manner set forth in the notice.


ii		PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS

Table of Contents


			Page

Letter to Shareholders – Chief Executive Officer			i

Notice of Annual Meeting of Shareholders			ii

Proxy Statement Summary			1

Letter to Shareholders – Independent Chair			6

Board and Committee Operations			7

Board and Corporate Governance			7

Corporate Governance and Nominating Committee			13

Audit Committee			16

Compensation Committee			17

Executive Compensation			19

Compensation Discussion and Analysis			19

Compensation Tables			36

Summary Compensation Table			36

Grants of Plan-Based Awards			37

Outstanding Equity Awards at Fiscal Year-End			38

Option Exercises and Stock Vested			39

Pension Benefits			39

Nonqualified Deferred Compensation			40

Potential Payments Upon Termination or Change of Control			41

Pay Ratio Disclosure			46

Management Proposals			47

Proxy Item No. 1: Election of Directors			47

Proxy Item No. 2: Ratification of Independent Registered Public Accounting Firm			54

Proxy Item No. 3: Advisory Vote on Executive Compensation			55

Proxy Item No. 4: Advisory Vote on Frequency of Advisory Votes on Executive Compensation			56

Ownership of Emerson Equity Securities			57

Ownership of Directors and Executive Officers			57

Ownership of Greater than 5% Shareholders			58

Questions and Answers About the 2023 Annual Meeting			59

Other Matters			61

Appendix A – Emerson Director Independence Standards			A-1

Appendix B – GAAP to Non-GAAP Reconciliations			B-1

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement and d

SEC Form DEF 14A filed by Emerson Electric Company