Emerson Electric Co. (EMR)
NYSE: EMR · Real-Time Price · USD
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+0.49 (0.35%)
Apr 27, 2026, 2:54 PM EDT - Market open
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AGM 2026

Feb 3, 2026

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

Good morning, everyone, and welcome to Emerson's 2026 Annual Meeting of Shareholders. We are glad you could join us today. My name is Michael Tang, and I'm 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 136th Annual Meeting of the Shareholders to order. We're conducting the meeting in accordance with the company's bylaws. We have four business items on the agenda.

They are: to elect three directors to three-year terms, to provide an advisory vote on the compensation of Emerson's named executive officers for fiscal year 2025, to ratify the Audit Committee's appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2026, and to vote on the approval of an amendment to our restated articles of incorporation to declassify the board of directors. 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 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. Okay, let's get started. Emerson's board of directors has appointed Peter Deskovich 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 12th, 2025, the proxy materials or a notice of the availability of the proxy materials were mailed to all shareholders of record as of November 25th, 2025. Copies of these proxy materials and related certificates will be attached to 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 25th, 2025.

November 25th, 2025, 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 25th, 2025, there were 562,302,093 shares of common stock outstanding, each entitled to one vote. At this time, we have received proxies and ballots of shareholders holding 495,357,307 shares of common stock. Each of these have been checked and is in good order. This is an excess of 88% 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 4th, 2025, which 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 each of the items that shareholders have been asked to vote on. I will then address questions and report on the preliminary voting results. The first item is the election of directors.

This year, you have been asked to vote on the election of three incumbent directors to serve for a three-year term, expiring at the annual meeting in 2029: Martin Craighead, Gloria Flach, and Matthew Levatich. 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 2025. 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 to ratify the Audit Committee's appointment of KPMG LLP as the company's independent registered public accounting firm for the 2026 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 fourth 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. 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 2025 accomplishments. We'll then take your questions. Please keep in mind that we will issue our earnings release this afternoon, and we invite you to attend our earnings call at 3:30 P.M. Central Time today. During that call, we will discuss Q1 results for fiscal year 2026. As always, this presentation may include forward-looking statements, which include a degree of business risk and uncertainty.

The company delivered a solid fiscal 2025, with sales and underlying sales up 3%, operating cash flow up 11%, free cash flow up 12%, earnings per share up 43%, and adjusted earnings per share up 9%. These results reflect the dedication of our global teams as we accelerated the company's transformation into a global automation leader for mission-critical industries. During fiscal 2025, we achieved a key milestone by acquiring all of Aspen Technology, Inc. This acquisition, along with our recent acquisition and integration of National Instruments and the divestiture of Copeland, has created a cohesive automation portfolio aligned with long-term secular trends and the investing priorities of our customers. Moderator, are there any questions from the shareholders in attendance? No, there are no questions pertaining to the matters being voted on at this meeting.

There being no further questions, 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 90% in favor. The proposal to ratify the selection of KPMG has been approved by a majority of approximately 92% in favor. Proposal to amend the company's Restated Articles of Incorporation to declassify the board of directors has not received the required 85% of outstanding shares voting in favor and therefore has not been approved.

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. This concludes the business of today's shareholder meeting. I declare that today's meeting is hereby adjourned.

Operator

This concludes the meeting. You may now disconnect.

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