Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 2, 2023, the Board of Directors of Emerson Electric Co. (the "Company")
elected Leticia Gonçalves and Jim M. McKelvey as Directors of the Company.
Ms. Gonçalves was also appointed to serve as a member of the Audit Committee and
the Technology and Environmental Sustainability Committee. Mr. McKelvey was
appointed to serve as a member of the Compensation Committee and the Technology
and Environmental Sustainability Committee.
The Board of Directors determined that Ms. Gonçalves and Mr. McKelvey are each
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 Ms. Gonçalves or
Mr. McKelvey and any other person pursuant to which Ms. Gonçalves or
Mr. McKelvey was elected as a director and the Company is not aware of any
transactions with either Ms. Gonçalves or Mr. McKelvey that would require
disclosure under Item 404(a) of Regulation S-K.
Leticia Gonçalves is the President, Global Foods for Archer Daniels Midland
Company ("ADM") and a member of ADM's Executive Council. At ADM, she oversees
the Company's international portfolio of food ingredients and solutions. Prior
to joining ADM, Ms. Gonçalves spent more than 20 years at Monsanto and three
years at Bayer following its acquisition of Monsanto, with roles in digital
solutions, commercial operations, international management and technology
development. She is also a longtime advocate and driver of diversity and
inclusion, participating in the Conference Board's Global Women's Leaders
Council in Europe. Ms. Gonçalves holds a bachelor's degree in chemical
engineering from Universidade de São Paulo, Brazil and an executive MBA from the
Katz Graduate School of Business at the University of Pittsburgh.
Jim McKelvey is an entrepreneur who has founded several companies, including
Block, Inc. (formerly known as Square) and Invisibly, Inc. Mr. McKelvey is also
a co-founder of Fintop Capital, a venture capital firm focused on financial
technologies. Mr. McKelvey is a member of the Board of directors of Block, the
Chair of the St. Louis Federal Reserve Bank's Board of Directors and a trustee
of Washington University. He holds a bachelor's degree in computer science and
economics from Washington University in St. Louis.
Each of Ms. Gonçalves and Mr. McKelvey will receive an award of restricted stock
units ("RSU"), representing a $116,667 pro rata award of the $175,000 RSU
portion of the annual retainer previously paid to all non-management directors.
Going forward, Ms. Gonçalves and Mr. McKelvey 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 2, 2023, the Company issued a press release announcing the election of
Ms. Gonçalves and Mr. McKelvey. A copy of the press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibits
99.1 Press Release issued by Emerson Electric Co. on May 2, 2023
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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