February 5, 2021 - 8-K/A: Current report

Date: February 5, 2021

EMERSON ELECTRIC CO.

/s/ John A. Sperino

John A. Sperino

Vice President and Assistant Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 27, 2021

Emerson Electric Co.

(Exact name of registrant as specified in its charter)

Missouri

1-278

43-0259330

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8000 West Florissant Avenue, St. Louis, Missouri 63136

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (314) 553-2000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.50 par value per share	EMR	New York Stock Exchange
N/A	N/A	NYSE Chicago
0.375% Notes due 2024	EMR 24	New York Stock Exchange
1.250% Notes due 2025	EMR 25A	New York Stock Exchange
2.000% Notes due 2029	EMR 29	New York Stock Exchange

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in a Current Report on Form 8-K filed on February 1, 2021 (the “8-K”), Surendralal (Lal) L. Karsanbhai has become Chief Executive Officer and a Director of Emerson Electric Co. (the “Company”), succeeding David N. Farr, effective February 5, 2021. Subsequent to the filing of the 8-K, the Company approved certain compensation changes for Mr. Karsanbhai in connection with his appointment as Chief Executive Officer of the Company.

Mr. Kasanbhai’s salary has been increased to $1.2 million. His bonus opportunity will increase, consistent with the mix of total compensation described in the Company’s annual proxy statement under “Executive Compensation-Fiscal 2020 Annual Total Compensation Mix”. In addition, Mr. Karsanbai received an additional award of 67,900 performance share units under the Company’s 2021 performance shares program, which are subject to the achievement of the Company’s performance goals over the three-year performance period ending September 30, 2023. Mr. Karsanbhai will also be eligible for the Company’s security, perquisites and other benefits, as may be adjusted from time to time.

For additional information on these compensation arrangements, please see “Executive Compensation” in the Company’s annual proxy statement.

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.