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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): May 7, 2024
Emerson Electric Co.
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(Exact Name of Registrant as Specified in Charter)
| | | | | | | | |
| Missouri | 1-278 | 43-0259330 |
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(State or Other Jurisdiction of Incorporation) | -------------------
(Commission | ---------------------------
(I.R.S. Employer Identification Number) |
| File Number) | |
| | | | | | | | | | | |
| 8000 West Florissant Avenue | | |
| St. Louis, | Missouri | | 63136 |
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(Address of Principal Executive Offices) | | ------------------
(Zip Code) |
Registrant’s telephone number, including area code:
(314) 553-2000
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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 Chicago |
| 0.375% Notes due 2024 | EMR 24 | New York Stock Exchange |
| 1.250% Notes due 2025 | EMR 25A | New York Stock Exchange |
| 2.000% Notes due 2029 | EMR 29 | 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 2.02 Results of Operations and Financial Condition
Quarterly Results Press Release
On Wednesday, May 8, 2024, a press release was issued regarding the second quarter results of Emerson Electric Co. (the “Company”). A copy of this press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
References to underlying orders in the press release refer to the Company's trailing three-month average orders growth versus the prior year, excluding currency, and significant acquisitions and divestitures.
Non-GAAP Financial Measures
The press release contains non-GAAP financial measures as such term is defined in Regulation G under the rules of the Securities and Exchange Commission. While the Company believes these non-GAAP financial measures are useful in evaluating the Company, this information should be considered as supplemental in nature and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Further, these non-GAAP financial measures may differ from similarly titled measures presented by other companies. The reasons management believes that these non-GAAP financial measures provide useful information are set forth in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and in the press release furnished with this Form 8-K.
Forward-Looking and Cautionary Statements
Statements in the press release that are not strictly historical may be “forward-looking” statements, which involve risks and uncertainties, and Emerson undertakes no obligation to update any such statements to reflect later developments. These risks and uncertainties include the scope, duration and ultimate impacts of the Russia-Ukraine and other global conflicts, as well as economic and currency conditions, market demand, pricing, protection of intellectual property, cybersecurity, tariffs, competitive and technological factors, inflation, among others, as set forth in the Company's most recent Annual Report on Form 10-K and subsequent reports filed with the SEC. The outlook contained herein represents the Company's expectations for its consolidated results, other than as noted herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2024, the Board of Directors of Emerson Electric Co. (the “Company”) elected Calvin G. Butler, Jr. as a Director of the Company, effective as of August 1, 2024 (the “Effective Date”). Mr. Butler was also appointed to serve as a member of the Corporate Governance and Nominating Committee, as of the Effective Date.
The Board of Directors determined that Mr. Butler is independent, as defined under the general independence standards of the New York Stock Exchange, the rules and regulations of the Securities and Exchange Commission (“SEC”) and the Company’s Corporate Governance Principles and Practices. There is no arrangement or understanding between Mr. Butler and any other person pursuant to which Mr. Butler was elected as a director and the Company is not aware of any transactions with Mr. Butler that would require disclosure under Item 404(a) of Regulation S-K.
Calvin Butler is the President and CEO of Exelon Corporation (“Exelon”), leads Exelon’s Executive Committee and is a member of its Board of Directors. Prior to his role as CEO, Mr. Butler was President and Chief Operating Officer, with responsibilities for Exelon’s six local energy companies. Previous roles at the company include CEO and Senior Vice President of Corporate Affairs at BGE and Vice President of Governmental and Legislative Affairs at ComEd. Before joining Exelon in 2008, Mr. Butler held senior leadership roles at R.R. Donnelley and prior to that, worked in government affairs, legal and strategy at Central Illinois Light Company.
Mr. Butler serves as chair of the Cal Ripken Sr. Foundation, serves as vice chair of the Board of Directors for the
Edison Electric Institute and the Institute of International Education and is on the Board of Governors for Argonne National Laboratory Edison Electric Institute and the Institute of International Education and is on the Board of Governors for Argonne National Laboratory. Mr. Butler earned a bachelor’s degree from Bradley University in Peoria, Ill., and a Juris Doctor degree from Washington University School of Law in St. Louis, Missouri.
On the Effective Date, Mr. Butler will receive an award of restricted stock units (“RSU”), representing a $87,500 pro rata award of the $175,000 RSU portion of the annual retainer previously paid to all non-management directors. Going forward, Mr. Butler will be compensated on the same basis as all other non-management Directors of the Company. Compensation for non-management directors is described each year in the Company’s Proxy Statement under “Director Compensation”.
Item 7.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The following information is furnished pursuant to Regulation FD.
On May 8, 2024, the Company issued a press release announcing the election of Mr. Butler. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| | | | | | | | |
| Exhibit Number | | Description of Exhibits |
| | | |
| 99.1 | | |
| 99.2 | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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: | May 8, 2024 | By: | /s/ John A. Sperino |
| | | John A. Sperino Vice President and Assistant Secretary |