---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-029918"
form_type: "8-K"
ticker: "EMR"
cik: "0000032604"
company_name: "EMERSON ELECTRIC CO"
filed_at: "2024-02-09T23:59:59+00:00"
generated_at: "2026-06-06T05:01:12.384557+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Emerson Electric shareholders reject board declassification, approve simple majority vote

## Summary
- Board declassification amendment failed: 405,348,013 for (needed 85% of outstanding shares); 6,024,713 against.
- Shareholder proposal for simple majority vote approved with 293,359,164 for, 117,143,579 against.
- 2024 Equity Incentive Plan approved with 392,800,861 for, 18,196,045 against.
- Executive compensation (say-on-pay) approved with 385,189,173 for, 25,513,282 against.

## SEC filing metadata
- accession: 0001193125-24-029918
- form_type: 8-K
- ticker: EMR
- cik: 0000032604
- company_name: EMERSON ELECTRIC CO
- filed_at: 2024-02-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/32604/000119312524029918/0001193125-24-029918-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/32604/000119312524029918/d703580d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-029918
- JSON: https://secwatch.observer/filing/0001193125-24-029918.json
- Plain text: https://secwatch.observer/filing/0001193125-24-029918.txt

## Key facts
- Shareholder Votes
  EMERSON ELECTRIC CO shareholders rejected Amendment to Restated Articles of Incorporation to declassify the Board of Directors at the 2024-02-06 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2024-02-06
  source text: Proposal 3 : 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:
  evidence_url: https://www.sec.gov/Archives/edgar/data/32604/000119312524029918/0001193125-24-029918-index.htm
- Shareholder Votes
  EMERSON ELECTRIC CO shareholders approved Election of four Directors named in the Proxy Statement at the 2024-02-06 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-02-06
  source text: Proposal 1 : The four Directors named in the Proxy Statement were elected by the shareholders, by the votes set forth in the table below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/32604/000119312524029918/0001193125-24-029918-index.htm
- Shareholder Votes
  EMERSON ELECTRIC CO shareholders approved Ratification of KPMG LLP as independent registered public accounting firm for fiscal 2024 at the 2024-02-06 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-02-06
  source text: Proposal 5 : The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2024 was ratified by the shareholders, by the votes set forth below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/32604/000119312524029918/0001193125-24-029918-index.htm
- Shareholder Votes
  EMERSON ELECTRIC CO shareholders approved Approval of 2024 Equity Incentive Plan at the 2024-02-06 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2024-02-06
  source text: Proposal 4 : The Company’s 2024 Equity Incentive Plan, as described in the Proxy Statement, was approved by the shareholders, by the votes set forth below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/32604/000119312524029918/0001193125-24-029918-index.htm
- Shareholder Votes
  EMERSON ELECTRIC CO shareholders approved Shareholder proposal requesting implementation of a simple majority vote requirement at the 2024-02-06 meeting.
  - Outcome: passed
  - Meeting: 2024-02-06
  source text: Proposal 6 : The shareholder proposal requesting the implementation of a simple majority vote requirement, as described in the Proxy Statement, was approved by the shareholders, by the votes set forth below:
  evidence_url: https://www.sec.gov/Archives/edgar/data/32604/000119312524029918/0001193125-24-029918-index.htm
- Shareholder Votes
  EMERSON ELECTRIC CO shareholders approved Advisory vote to approve executive compensation at the 2024-02-06 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-02-06
  source text: 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:
  evidence_url: https://www.sec.gov/Archives/edgar/data/32604/000119312524029918/0001193125-24-029918-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.