Executive Change · Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024     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 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. At the Company’s Annual Meeting of Shareholders on February 6, 2024, the Company’s shareholders approved the Emerson Electric Co. 2024 Equity Incentive Plan (the “Plan”). The description of the Plan on pages 64-71 of the Company’s Proxy Statement dated December 8, 2024 (the “Proxy Statement”), is incorporated herein by reference. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.   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 2024 Annual Meeting of Shareholders held on February 6, 2024 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   Against   Abstain   Broker Non-Votes Mark A. Blinn   378,990,098   29,908,246   3,818,236   77,401,488 Leticia Gonçalves Lourenco   406,072,003   2,745,769   3,898,808   77,401,488 James M. McKelvey   402,163,521   6,639,636   3,913,423   77,401,488 James S. Turley   344,274,997   67,646,303   795,280   77,401,488 Proposal 2 : 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 385,189,173   25,513,282   2,014,125   77,401,488 Proposal 3 : The proposal to approve an amendment to the Company’s Restated Articles of Incorporation to declassify the Board of Directors, as described in the Proxy Statement, which required the vote of 85% of outstanding shares in favor for approval, was not approved by the shareholders, by the votes set forth below:   For   Against   Abstain   Broker Non-Votes 405,348,013   6,024,713   1,343,854   77,401,488 Proposal 4 : The Company’s 2024 Equity Incentive Plan, as described in the Proxy Statement, was approved by the shareholders, by the votes set forth below:   For   Against   Abstain   Broker Non-Votes 392,800,861   18,196,045   1,719,674   77,401,488 Proposal 5 : The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2024 was ratified by the shareholders, by the votes set forth below:   For   Against   Abstain 464,903,327   24,189,893   1,024,848 Proposal 6 : The shareholder proposal requesting the implementation of a simple majority vote requirement, as described in the Proxy Statement, was approved by the shareholders, by the votes set forth below:   For   Against   Abstain   Broker Non-Votes 293,359,164   117,143,579   2,213,837   77,401,488 Item 9.01. Financial Statements and Exhibits. (d) Exhibits.   Exhibit Number    Description of Exhibits 10.1    Emerson Electric Co. 2024 Equity Incentive Plan, incorporated by reference to the Appendix C to the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders dated December 8, 2023, File No. 1-278. 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 9, 2024     EMERSON ELECTRIC CO.     By:   /s/ John A. Sperino       John A. Sperino       Vice President and Assistant Secretary