Emerson Electric (NYSE: EMR) investors back pay but keep staggered board

Rhea-AI Filing Summary

Emerson Electric Co. reported voting results from its 2026 annual shareholder meeting held on February 3, 2026. Shareholders elected three directors: Martin S. Craighead, Gloria A. Flach, and Matthew S. Levatich, each receiving significantly more votes “for” than “against.”

Shareholders approved the company’s executive compensation in a non-binding advisory vote and ratified KPMG LLP as independent registered public accounting firm for fiscal 2026 by a wide margin. A proposal to amend the Restated Articles of Incorporation to declassify the Board of Directors received substantial support but did not pass because it required 85% of outstanding shares in favor.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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 3, 2026

Emerson Electric Co.

-------------------------------------------------

(Exact Name of Registrant as Specified in Charter)

Missouri			1-278			43-0259330
--------------------------------- (State or Other Jurisdiction of Incorporation)			------------------- (Commission			--------------------------- (I.R.S. Employer Identification Number)
			File Number)

8027 Forsyth Blvd.
St. Louis,			Missouri						63105
------------------------------------------------ (Address of Principal Executive Offices)									------------------ (Zip Code)

Registrant’s telephone number, including area code:

(314) 553-2000

------------------------------------------

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 Symbol(s)			Name of each exchange on which registered
Common Stock of $0.50 par value per share			EMR			New York Stock Exchange
						NYSE Texas
2.000% Notes due 2029			EMR 29			New York Stock Exchange
3.000% Notes due 2031			EMR 31A			New York Stock Exchange
3.500% Notes due 2037			EMR 37			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 5.07. 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 2026 Annual Meeting of Shareholders held on February 3, 2026 are as follows:

Proposal 1: The three 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
Martin S. Craighead			369,533,362			49,677,548			2,840,977			73,305,960
Gloria A. Flach			410,069,437			11,392,774			589,676			73,305,960
Matthew S. Levatich			402,249,593			19,138,097			664,197			73,305,960

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
378,023,847			41,258,195			2,769,845			73,305,960

Proposal 3: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026 was ratified by the shareholders, by the votes set forth below:

For			Against			Abstain
453,714,275			40,866,876			776,696

Proposal 4: 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
415,208,804			5,746,906			1,096,177			73,305,960

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.

						EMERSON ELECTRIC CO. (Registrant)
Date:			February 6, 2026			By:			/s/ John A. Sperino
									John A. Sperino Vice President and Assistant Secretary

FAQ

What did Emerson Electric (EMR) shareholders decide at the 2026 annual meeting?

Emerson Electric shareholders elected three directors, approved executive compensation in an advisory vote, and ratified KPMG LLP as independent auditor for fiscal 2026. A governance proposal to declassify the Board received strong support but failed due to an 85% outstanding-share approval requirement.

Were Emerson Electric’s directors re-elected at the 2026 shareholder meeting?

Yes. Shareholders elected directors Martin S. Craighead, Gloria A. Flach, and Matthew S. Levatich. Each nominee received substantially more “for” votes than “against,” along with broker non-votes typical for such proposals, confirming continued board composition for another term.

Did Emerson Electric (EMR) shareholders approve executive compensation in 2026?

Yes. Shareholders approved Emerson Electric’s executive compensation in a non-binding advisory vote, with 378,023,847 votes for, 41,258,195 against, and 2,769,845 abstentions, plus 73,305,960 broker non-votes. This reflects general shareholder support for the company’s pay practices as described in the proxy statement.

Was KPMG LLP ratified as Emerson Electric’s auditor for fiscal 2026?

Yes. Shareholders ratified KPMG LLP as Emerson Electric’s independent registered public accounting firm for fiscal 2026 with 453,714,275 votes for, 40,866,876 against, and 776,696 abstentions. This confirms KPMG’s continued role in auditing the company’s financial statements for the fiscal year.

What happened to the proposal to declassify Emerson Electric’s Board of Directors?

The proposal to amend Emerson Electric’s Restated Articles to declassify the Board did not pass. It received 415,208,804 votes for, 5,746,906 against, 1,096,177 abstentions, and 73,305,960 broker non-votes but required approval from 85% of outstanding shares to be adopted.

Why did the Emerson Electric board declassification proposal fail despite many votes in favor?

The declassification proposal failed because it needed an 85% outstanding-share approval threshold, not just a simple majority of votes cast. Although 415,208,804 shares voted in favor, this level of support did not meet the high supermajority requirement embedded in the company’s governing documents.