Emerson Electric (NYSE:EMR) held its 2026 Annual Meeting of Shareholders online, outlining four voting items and briefly reviewing fiscal 2025 performance and recent portfolio actions. The meeting was chaired by Michael Tang, the company’s senior vice president, secretary, and chief legal officer.
Voting agenda and meeting mechanics
Tang said the meeting was conducted in accordance with Emerson’s bylaws and included four proposals:
- Elect three directors to three-year terms
- Hold an advisory vote on compensation for named executive officers for fiscal year 2025
- Ratify the Audit Committee’s appointment of KPMG LLP as independent registered public accounting firm for fiscal year 2026
- Vote on an amendment to Emerson’s restated articles of incorporation to declassify the board of directors
Tang reported that, as of the record date, Emerson had 562,302,093 shares of common stock outstanding. Proxies and ballots were received for 495,357,307 shares, representing more than 88% of shares entitled to vote, which the company said constituted a quorum.
Director elections
Shareholders voted on the election of three incumbent directors to serve three-year terms expiring at the annual meeting in 2029. The nominees were Martin Craighead, Gloria Flach, and Matthew Levatich. Tang said the board recommended voting in favor of each nominee.
Based on the preliminary tabulation, Emerson said each nominee was elected by a substantial majority.
Say-on-pay and auditor ratification
Shareholders also considered an advisory vote to approve compensation for Emerson’s named executive officers for fiscal year 2025. Tang emphasized that the vote is non-binding, but said the board values shareholder input and will consider the vote’s outcome in future compensation decisions. The board recommended a vote in favor.
In preliminary results, the company said the compensation proposal was approved by a majority of approximately 90% in favor.
On the auditor proposal, shareholders voted on whether to ratify the Audit Committee’s appointment of KPMG LLP as Emerson’s independent registered public accounting firm for fiscal year 2026. The board recommended a vote in favor, and the preliminary results showed the proposal was approved by a majority of approximately 92% in favor.
Board declassification proposal fails to reach required threshold
The meeting’s fourth proposal asked shareholders to approve an amendment to Emerson’s restated articles of incorporation to declassify the board of directors. Tang said the board recommended a vote in favor, but the preliminary tally indicated the amendment did not receive the required 85% of outstanding shares voting in favor and therefore was not approved.
Fiscal 2025 results and portfolio actions
While awaiting preliminary voting results, Tang provided a brief review of fiscal 2025 and noted that Emerson planned to issue its earnings release later that day and host an earnings call at 3:30 p.m. Central Time to discuss first-quarter fiscal 2026 results. He also reminded shareholders that the presentation could include forward-looking statements subject to business risks and uncertainty.
According to Tang, Emerson delivered a “solid fiscal 2025,” reporting:
- Sales and underlying sales up 3%
- Operating cash flow up 11%
- Free cash flow up 12%
- Earnings per share up 43%
- Adjusted earnings per share up 9%
Tang said the results reflected the work of Emerson’s global teams as the company accelerated its transformation into a “global automation leader for mission-critical industries.” He highlighted a key milestone in fiscal 2025: the acquisition of all of Aspen Technology, Inc. Tang said the Aspen Technology transaction, combined with Emerson’s “recent acquisition and integration of National Instruments” and the divestiture of Copeland, created what he described as a cohesive automation portfolio aligned with long-term secular trends and customer investment priorities.
No shareholder questions were submitted related to the matters being voted on, Tang said. Emerson noted that final vote tabulations will be disclosed in a Form 8-K filing within four business days.
About Emerson Electric (NYSE:EMR)
Emerson Electric Co is a global technology and engineering company that designs and manufactures products and provides services for industrial, commercial and consumer markets. Founded in 1890, the company is headquartered in St. Louis, Missouri, and has built a long-standing presence in automation, control and climate-related technologies. Emerson’s offerings are aimed at improving productivity, energy efficiency and reliability for a wide range of end markets.
Emerson operates through two principal platforms—Automation Solutions and Commercial & Residential Solutions—providing process automation systems, measurement and analytical instrumentation, valves and actuators, control software, and related aftermarket services, alongside products for heating, ventilation and refrigeration, residential and commercial climate controls, tools and storage solutions.
