EMERSON ELECTRIC CO 8-K

What Happened
Emerson Electric Co. (EMR) filed an 8-K reporting the results of its 2026 Annual Meeting of Shareholders held February 3, 2026. The three director nominees—Martin S. Craighead, Gloria A. Flach and Matthew S. Levatich—were elected. Shareholders also approved the non-binding advisory vote on executive compensation and ratified KPMG LLP as the company’s independent registered public accounting firm for fiscal 2026. A proposal to amend the Restated Articles to declassify the Board (requiring 85% of outstanding shares) was not approved.

Key Details

• Director elections:
  • Martin S. Craighead — For: 369,533,362; Against: 49,677,548; Abstain: 2,840,977; Broker Non-Votes: 73,305,960.
  • Gloria A. Flach — For: 410,069,437; Against: 11,392,774; Abstain: 589,676; Broker Non-Votes: 73,305,960.
  • Matthew S. Levatich — For: 402,249,593; Against: 19,138,097; Abstain: 664,197; Broker Non-Votes: 73,305,960.
• Advisory vote on executive compensation (Say-on-Pay): For 378,023,847; Against 41,258,195; Abstain 2,769,845; Broker Non-Votes 73,305,960.
• Auditor ratification: KPMG LLP ratified — For 453,714,275; Against 40,866,876; Abstain 776,696.
• Declassification amendment (required 85% approval) — For 415,208,804; Against 5,746,906; Abstain 1,096,177; Broker Non-Votes 73,305,960; proposal failed to meet the 85% threshold.

Why It Matters
These results confirm board continuity with the re-election of the three nominees and show shareholder support for management on executive compensation (advisory) and the choice of auditor (KPMG). The failure of the declassification amendment means the Board remains classified (staggered), preserving the existing governance structure—an outcome that can affect how quickly shareholders can change board composition in future proxy contests.