Document


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 7, 2017

Emerson Electric Co.
-------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

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

 
 
 
 
8000 West Florissant Avenue
St. Louis, Missouri
------------------------------------------------
(Address of Principal Executive Offices)
 
 
63136
-------------------
(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))






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 2017 Annual Meeting of Stockholders held on February 7, 2017 are as follows:

Proposal 1: The four Directors named in the Proxy Statement were elected by the stockholders, by the votes set forth in the table below:
Nominee
 
For
 
Withheld
 
Broker Non-Votes
D. N. Farr
 
451,710,601
 
22,636,724
 
97,719,409
W. R. Johnson
 
465,209,693
 
9,137,632
 
97,719,409
M. S. Levatich
 
444,553,144
 
29,794,181
 
97,719,409
J. W. Prueher
 
457,731,899
 
16,615,426
 
97,719,409

Proposal 2: The Company's executive compensation, as described in the Proxy Statement, was approved by the non-binding advisory votes of the stockholders set forth below:
For
 
Against
 
Abstain
 
Broker Non-Votes
451,589,843
 
18,971,427
 
3,786,055
 
97,719,409

Proposal 3: The frequency of future advisory votes on executive compensation (every one, two or three years) received the non-binding advisory votes of the stockholders set forth in the table below:
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
417,232,628
2,699,416
51,580,985
2,834,296
97,719,409
Based upon these results, the Board of Directors determined to continue to hold an annual advisory vote on executive compensation.

Proposal 4: The appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2017 was ratified by the stockholders, by the votes set forth below:
For
 
Against
 
Abstain
561,879,969
 
8,154,412
 
2,032,353

Proposal 5: The stockholder proposal requesting the adoption of an independent Board Chair policy, as described in the Proxy Statement, was not approved by the stockholders, by the votes set forth below:
For
 
Against
 
Abstain
 
Broker Non-Votes
189,102,925
 
261,061,111
 
24,183,289
 
97,719,409

Proposal 6: The stockholder proposal requesting issuance of a political contributions report, as described in the Proxy Statement, was not approved by the stockholders, by the votes set forth below:
For
 
Against
 
Abstain
 
Broker Non-Votes
164,889,209
 
244,674,826
 
64,783,290
 
97,719,409

Proposal 7: The stockholder proposal requesting issuance of a lobbying report, as described in the Proxy Statement, was not approved by the stockholders, by the votes set forth below:
For
 
Against
 
Abstain
 
Broker Non-Votes
163,937,954
 
245,389,318
 
65,020,053
 
97,719,409






Proposal 8: The stockholder proposal regarding greenhouse gas emissions, as described in the Proxy Statement, was not approved by the stockholders, by the votes set forth below:
For
 
Against
 
Abstain
 
Broker Non-Votes
130,508,842
 
253,542,299
 
90,296,184
 
97,719,409






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 10, 2017
By:
/s/ John G. Shively
 
 
   John G. Shively
   Vice President
   and Assistant Secretary