Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2019



Emerson Electric Co.

(Exact name of registrant as specified in its charter)




Missouri   1-278   43-0259330

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

8000 West Florissant Avenue, St. Louis, Missouri 63136

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (314) 553-2000

Not Applicable

(Former name or former address, if changed since last report.)



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))

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 2019 Annual Meeting of Shareholders held on February 5, 2019 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:



   For    Withheld    Broker Non-Votes

C. A. H. Boersig

   415,519,559    27,181,138    108,203,577

J. B. Bolten

   425,488,033    17,212,664    108,203,577

L. M. Lee

   438,192,638    4,508,058    108,203,577

Proposal 2: The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2019 was ratified by the shareholders, by the votes set forth below:







536,107,551    13,613,709    1,183,014

Proposal 3: 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:








Broker Non-Votes

421,583,641    17,614,985    3,502,071    108,203,577


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.


Date: February 8, 2019     EMERSON ELECTRIC CO.
    By:   /s/ John A. Sperino
      John A. Sperino
      Vice President and Assistant Secretary