8-K: Current report
Published on February 5, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously announced, on February 5, 2021, David N. Farr retired as Chief Executive Officer of Emerson Electric Co. (the “Company”). Mr. Farr has agreed to remain as a Director and as non-executive Chairman of the Board through May 4, 2021. Also as previously announced, on February 5, 2021, Surendralal (Lal) L. Karsanbhai has become Chief Executive Officer and a Director of the Company.
On February 2, 2021 the Board of Directors of the Company amended the Company’s Bylaws (the “Bylaws”), effective as of February 5, 2021, to accommodate a separate Chairman of the Board and Chief Executive Officer and implement other, technical changes. Previously, the Bylaws provided that the Chairman of the Board and Chief Executive Officer positions were combined.
The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws. The amended Bylaws, and a copy of the amended Bylaw provisions marked to show changes from the prior Bylaw provisions dated November 3, 2020, are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The final results for each of the matters submitted to a vote at the Company’s 2021 Annual Meeting of Shareholders held on February 2, 2021 are as follows:
Proposal 1: The four Directors named in the Proxy Statement were elected by the shareholders, by the votes set forth in the table below:
| Nominee | For | Withheld | Broker Non-Votes |
|||||||||
| Mark A. Blinn |
432,980,702 | 12,939,895 | 76,073,032 | |||||||||
| Arthur F. Golden |
415,286,255 | 30,634,342 | 76,073,032 | |||||||||
| Candace Kendle |
435,282,801 | 10,637,796 | 76,073,032 | |||||||||
| James S. Turley |
425,801,691 | 20,118,906 | 76,073,032 | |||||||||
Proposal 2: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2021 was ratified by the shareholders, by the votes set forth below:
| For |
Against |
Abstain |
||
| 494,740,201 | 26,249,560 | 1,003,868 |
Proposal 3: The Company’s executive compensation, as described in the Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth below:
| For |
Against |
Abstain |
Broker Non-Votes |
|||
| 410,143,373 | 32,662,269 | 3,114,955 | 76,073,032 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description of Exhibits |
|
| 3.1 | Bylaws of Emerson Electric Co., as amended through February 5, 2021. | |
| 3.2 | Article III, Sections 9, 10 and 11, Article V and Article VI, Section 2 of the Bylaws of Emerson Electric Co., as amended through February 5, 2021, marked to show changes from prior Bylaw provisions as amended through November 3, 2020. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 5, 2021 | EMERSON ELECTRIC CO. | |||||
| By: | /s/ John A. Sperino |
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| John A. Sperino | ||||||
| Vice President and Assistant Secretary | ||||||