Emerson Electric (EMR) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on February 3, 2026, with shareholders voting on director elections, executive compensation, auditor ratification, and a proposal to declassify the board.

• The company accelerated its transformation into a global automation leader, highlighted by the acquisition of Aspen Technology and National Instruments, and divestiture of Copeland.

• Strong financial performance in 2025 included 3% net sales growth, 43% EPS growth, 12% free cash flow growth, and $2.4B returned to shareholders.

• The company targets returning $10B to shareholders by 2028 through dividends and $6B in share repurchases.

Voting matters and shareholder proposals

• Shareholders will vote on three director nominees, an advisory say-on-pay vote, ratification of KPMG as auditor, and an amendment to declassify the board.

• The board recommends voting FOR all proposals, including the declassification amendment, which requires 85% approval.

• Proxy access allows up to 20 shareholders holding 3% for 3 years to nominate directors in the proxy.

Board of directors and corporate governance

• The board consists of 10 directors, 90% independent, with an average tenure of 7.8 years and 40% joining in the last 5 years.

• Board leadership is separated, with an independent chair and CEO.

• The board is divided into three classes, but a proposal to declassify is up for vote.

• Board refreshment and director term limits are in place; directors may not stand for re-election after 15 years or age 72 without board approval.

• Committees include Audit, Compensation, Governance and Nominating, Technology and Environmental Sustainability, and Executive.