Emerson Electric Co. (EMR)
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AGM 2024

Feb 6, 2024

Michael Tang
Senior Vice President, Secretary, and Chief Legal Officer, Emerson Electric

Good morning, everyone, and welcome to Emerson's 2024 Annual Meeting of Shareholders. We are glad you can join us today. My name is Michael Tang, and I am the Senior Vice President, Secretary, and Chief Legal Officer of the company and will be the chair of today's meeting. Let's get started by calling Emerson's 134th Annual Meeting of the Shareholders to order. We are conducting the meeting in accordance with the company's bylaws. We have six business items on the agenda.

They are: to elect 4 directors to 3-year terms, to provide an advisory vote on the compensation of Emerson's named executive officers for fiscal year 2023, to vote on the approval of amendments to our Restated Articles of Incorporation to declassify the board of directors, to vote on the approval of the company's 2024 Equity Incentive Plan, to ratify the Audit Committee's appointment of KPMG LLP as our independent registered public accounting firm for the 2024 fiscal year, and to vote on a shareholder proposal requesting that the company adopt a simple majority voting policy for all items put to a shareholder vote, to the degree allowed by applicable laws. Before we start on the agenda, I would like to review the rules of the meeting. I will address questions relating specifically to matters being voted on at the meeting after the proposals have been introduced.

If you would like to ask a question, please submit your question in the field provided in the, excuse me, in the web portal. To allow us to answer questions from as many shareholders as possible, we will limit each shareholder to one question. As a reminder, recording of the meeting is prohibited. Thank you.

Okay, let's get started. Emerson's Board of Directors has appointed Peter Descovich to serve as our Inspector of Election for this year's meeting. Peter has taken and signed an oath as Inspector of Election. This document will be filed with the minutes of today's meeting. Broadridge has certified that starting on December 8, 2023, the proxy materials or a notice of the availability of the proxy materials were mailed to all shareholders of record as of November 28, 2023.

Copies of these proxy materials and related certificates will be attached in the minutes of today's meeting. As Secretary of the Company, I have in my possession a certified list of shareholders of record as of November 28th, 2023. November 28th, 2023, is the record date set by the board for the determination of eligibility to vote at today's meeting. The shareholder list shows that as of November 28th, 2023, there were 571,523,668 shares of common stock outstanding, each entitled to one vote. At this time, we have received proxies and ballots of shareholders, holding 490,101,750 shares of common stock. Each of these has been checked and is in good order.

This is in excess of 85% of the total number of shares entitled to be voted. A quorum is present, and this meeting is duly constituted. On the table before me is a copy of the minutes of the last meeting of shareholders held on February seventh, 2023, which minutes are available for inspection by any shareholder upon request. Since we have a majority of the outstanding shares represented at the meeting, I declare that there is a quorum present and that we may proceed with the business of the meeting. We would ask any shareholder who has not previously submitted a proxy and who wishes to vote at today's meeting to please vote online at this time. The polls are now open for voting. Now, I will review and address questions on each of the items that the shareholders have been asked to vote on.

Then I will report on the Preliminary Voting Results. The first item is the election of directors. This year, you've been asked to vote on the election of four incumbent directors to serve for a three-year term expiring at the annual meeting in 2027. Mark Blinn, Leticia Gonçalves, James McKelvey, and James Turley. The biographical information on the nominees and their qualifications to serve as a director are contained in your proxy materials. As set forth in the proxy statement, the board recommends that you vote your shares for each of the nominees to the board. The second item of business is an advisory vote of the shareholders to approve the compensation of the company's named executive officers for fiscal year 2023. Their compensation is described in the proxy materials. This advisory vote is non-binding on the company.

However, the board of directors values your opinions and will consider the outcome of the vote in establishing compensation philosophy and making future compensation decisions for the company's executive officers. As set forth in the Proxy Statement, the board recommends that you vote your shares for the approval of the compensation of the company's named executive officers. The third item of business is a vote to approve an amendment to our Restated Articles of Incorporation to declassify the board of directors. As set forth in the Proxy Statement, the board recommends that you vote your shares for the amendments to the company's Restated Articles of Incorporation to declassify the board of directors. The fourth item of business is to approve the proposed Emerson Electric 2024 Equity Incentive Plan.

As set forth in the Proxy Statement, the board recommends that you vote your shares for the proposed 2024 Equity Incentive Plan. The fifth item of business is to ratify the Audit Committee's appointment of KPMG LLP as the company's independent registered public accounting firm for the 2024 fiscal year. As set forth in the Proxy Statement, the board recommends that you vote your shares for ratification of the Audit Committee's appointment of KPMG LLP as Emerson's independent registered public accounting firm. The sixth item on our agenda is a shareholder proposal that has been submitted. We contacted the shareholder proponent in advance of the meeting to discuss their statement and support.

In deference to the other shareholders present today and in accordance with the rules of conduct for the meeting that were distributed along with the meeting agenda, we ask that only one person speak in support of the proposal and that their statement be limited to seven minutes for the proposal. The shareholder proposal requests that the company adopt a simple majority voting policy for all items put to a shareholder vote to the degree allowed by applicable laws. I now invite a representative of the sponsor to introduce the proposal.

John Chevedden
Shareholder Advocate, Individual Investor

Hello, this is John Chevedden, the proponent. Proposal six, simple majority vote, shows request that our board take each step necessary so that each voting requirement in our charter and bylaws that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals or a simple majority vote. This means the closest standard to a majority of the votes cast for and against such proposals. Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements, like those at Emerson Electric, have been found to be one of six entrenching mechanisms that are negatively related to company performance, according to What Matters in Corporate Governance by Lucian Bebchuk of the Harvard Law School.

Supermajority requirements are used to block initiatives supported by most shareholders, but opposed by a status quo management. The current undemocratic supermajority voting requirements at Emerson Electric diminishes the voter shareholders and make it almost impossible for shareholders to improve the corporate governance of Emerson Electric. The current undemocratic supermajority voting requirements mean that Proposal Three for annual election of each director will certainly fail to be approved today. The current undemocratic supermajority voting requirements make it almost impossible for shareholders to remove a director for incompetence or corruption. The current undemocratic supermajority voting requirements encourages board of directors distraction because there can be a three-year gap between the time a director underperforms and the first opportunity for shareholders to vote against such a director at the Emerson Electric annual meeting.

The current undemocratic supermajority requirements thus make the board of directors and management more unaccountable to shareholders. This proposal topic won 74%-88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, and McGraw Hill. Simple majority vote will help pave the way for improvements to the corporate governance of Emerson Electric. Simple majority vote is a win for the board, management, and shareholders. Please vote yes. Simple majority vote, proposal six.

Michael Tang
Senior Vice President, Secretary, and Chief Legal Officer, Emerson Electric

Thank you. We appreciate your input. We disagree with a number of the facts and conclusions in your supporting statement as stated in the proxy. However, as we have done in the past on other shareholder proposals, we will take the views of the proponents into consideration as we review our policies going forward. Thank you for coming. That was the last item that required your vote today. So if you've not done so, please submit your ballots. That concludes our official business, and while we await preliminary voting results, I will briefly review our fiscal year 2023 accomplishments. We will then take your questions. Please keep in mind that we will issue our earnings release tomorrow morning, and we invite you to attend our earnings call at 8:00 A.M. Central Time tomorrow morning. During that call, we will discuss Q1 results for fiscal year 2024.

As always, this presentation may include forward-looking statements which contain a degree of business risk and uncertainty. The company completed an exceptional fiscal year 2023, with double-digit sales growth, strong operating leverage, and robust adjusted earnings per share growth. These results were enabled by our continued focus on execution and leading technologies. In fiscal 2023, we also positioned the company to close the acquisition of National Instruments, and that closing occurred in Q1 of fiscal 2024. Our differentiated portfolio with National Instruments and accelerated investments in new to the world innovation provides a unique opportunity to solve our customers' toughest challenges and create long-term shareholder value. Moderator, are there any questions from the shareholders in attendance?

Moderator

No, we have no questions on the matters being voted on. Thank you.

Michael Tang
Senior Vice President, Secretary, and Chief Legal Officer, Emerson Electric

There being no further questions or no questions at all, we will proceed to complete the voting process. Since all shareholders have now had an adequate time to vote, I declare the polls are now closed. The preliminary voting tabulation from the Inspector of Elections shows the following as a percentage of shares present in person or by proxy and entitled to vote. Each director nominee has been elected as a director for the term indicated by a substantial majority. The compensation of the company's named executive officers has been approved by a majority of approximately 93% in favor. The proposal to amend the company's restated articles of incorporation has not received the required 85% of outstanding shares voting in favor and therefore has not been approved.

The proposal to approve the company's 2024 Equity Incentive Plan has been approved by a majority of approximately 95% of votes, votes cast. The proposal to ratify the selection of KPMG has been approved by a majority of approximately 95% in favor. The shareholder proposal on simple majority voting has received the majority in favor. The final tabulations will be disclosed in a report on Form 8-K, which will be filed by the company within the next four business days. If you are interested, you can review these results through our public SEC filings, which can be found through our investor information page on the company's website. That concludes the business of today's shareholder meeting. I declare that today's meeting is hereby adjourned.

The meeting has now concluded. Thank you for joining, and have a pleasant day.

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