OTHER MATTERS
To utilize proxy access, among other things, the electing shareholder and proposed nominee must comply with the detailed
requirements set forth in our Bylaws, including the provision of the proposing shareholder information, various other required information, representations, undertakings, agreements and other requirements as set forth in the Bylaws and as required
by law.
In each case the notice must be given to the Secretary of the Company, whose address is 8000 West Florissant Avenue, St. Louis, Missouri 63136. Any
shareholder desiring a copy of the Companys Bylaws will be furnished one without charge upon written request to the Secretary. A copy of the Bylaws is available on the Companys website at www.Emerson.com, Investors, Corporate Governance,
Bylaws.
Universal Proxy Rules
In
addition to satisfying the foregoing requirements, including the timing and other requirements, under the Bylaws summarized above under Proposals and Nominations Not for Inclusion in Proxy Statement, to comply with the universal
proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Companys nominees for the 2024 Annual Meeting must also provide notice to Secretary of the Company, whose address is 8000 West
Florissant Avenue, St. Louis, Missouri 63136, that sets forth all information required by Rule 14a-19 under the Exchange Act no later than December 9, 2023 (or, if the 2024 Annual
Meeting is called for a date that is not within 30 calendar days of the anniversary of the date of the 2023 Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2024 Annual Meeting or by the close of
business on the tenth calendar day following the day on which public announcement of the date of the 2024 Annual Meeting is first made). A shareholder seeking to utilize the universal proxy rules must comply with those rules and must also comply
with our Bylaws, including the obligation to provide timely notice (not less than 90 nor more than 120 days before the meeting) as described above under Proposals and Nominations Not for Inclusion in Proxy Statement.
Communications with the Company and Obtaining Emerson Documents
Shareholders and other interested persons may contact the Independent Chair of the Board or any of our Directors in writing c/o Emerson Electric Co., 8000 West
Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary. All such letters will be forwarded promptly to the Independent Chair of the Board or relevant Director.
The Companys Corporate Governance Principles and Practices and the charters of all Board committees are available on the Companys website at www.Emerson.com,
Investors, Corporate Governance. The foregoing documents are available in print to shareholders upon written request delivered to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary.
Additional Filings
The Companys Forms 10-K, 10-Q, 8-K and all amendments to those reports are available without charge through the Companys website on the
internet as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. They may be accessed as follows: www.Emerson.com, Investors, SEC filings. Information on our website does not constitute part of this
proxy statement.
Householding of Proxies
The
SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for annual reports, proxy statements and notices of internet availability of proxy materials with respect to two or more shareholders
sharing the same address by delivering a single annual report, proxy statement and/or a notice of internet availability of proxy materials addressed to those shareholders. This process, which is commonly referred to as householding, can
provide extra convenience for shareholders and cost savings for companies. The Company and some brokers household annual reports, proxy materials and notices of internet availability of proxy materials, delivering a single annual report, proxy
statement and/or notice of internet availability of proxy materials to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders.
Once you have received notice from your broker or the Company that your broker or the Company will be householding materials to your address, householding will continue
until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate annual report, proxy statement and notice of internet availability of proxy
materials, or if you currently receive multiple copies of these documents and would prefer to participate in householding, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify
us by sending a written request to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Investor Relations, or by telephoning
314-553-2197 or by visiting our website.
Forward-Looking
Statements
This Proxy Statement may include forward-looking statements within the meaning of Section 21E of the Securities Exchange Act that are
intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Securities Exchange Act and other federal securities laws. All statements other than statements of historical or current facts, including statements
regarding our strategy, outlook, operations, prospects, aspirational purpose, causes, values, and related commitments, goals or targets, including those regarding sustainability, greenhouse gas emissions, our net zero ambition and related goals,
diversity, equity and inclusion or other initiatives, plans, targets, objectives or goals are forward-looking. We use words such as anticipates, believes, expects, future, intends, and
similar expressions to identify forward-looking statements. These forward-looking statements are based on current expectations and are subject to risks and uncertainties. Emerson undertakes no obligation to update any such statements to reflect
later developments. These risks and uncertainties include the Companys ability to successfully complete on the terms and conditions contemplated, and the financial impact of, the proposed Climate Technologies transaction, the scope, duration
and ultimate impact of the COVID-19 pandemic and the Russia-Ukraine conflict, as well as economic and currency conditions, market demand, including related to the pandemic and oil and gas price declines and
volatility, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, inflation, among others, which are set forth in the Risk Factors of Part I, Item 1A, and the Safe Harbor
Statement of Part II, Item 7, to the Companys Annual Report on Form 10-K for the year ended September 30, 2022 and in subsequent reports filed with the SEC, which are available at
http://www.sec.gov. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
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PROXY STATEMENT FOR EMERSON 2023 ANNUAL MEETING OF SHAREHOLDERS |