EMERSON ELECTRIC CO — Board/Management Information 2012

Nov 9, 2012

8-K 1 emersonform8k_11052012.htm emersonform8k_11052012.htm Licensed to: bryancave Document Created using EDGARizer 2020 5.4.1.0 Copyright 1995 - 2009 Thomson Reuters. All rights reserved.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): November 5, 2012

Emerson Electric Co.

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(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

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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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On November 5, 2012, Walter J. Galvin indicated that he will retire as a member of the Board of Directors and as Vice Chairman of Emerson Electric Co. (the "Company"), effective February 5, 2013. After that date, it is expected that Mr. Galvin will become a consultant to the Company, under terms to be determined.

(e) The information provided in Item 5.02(b) of this Current Report on Form 8-K is hereby incorporated into this Item 5.02(e) by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 6, 2012, the Board of Directors adopted amendments to the Company’s Bylaws, effective on that date. The amended Bylaws, and a copy of the amended Bylaw provision marked to show changes from the prior Bylaw provision dated November 1, 2011, are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Article III, Section 3 of the Bylaws, which provided that no Director is permitted to stand for election or re-election to the Board after reaching the age of 72, has been amended to allow August A. Busch III to serve as a member of the Company’s Board of Directors for an additional one-year term ending at the Company’s Annual Meeting of Stockholders to be held in February 2014.

Item 9.01. Financial Statements and Exhibits .

(d) Exhibits.

Exhibit Number	Description of Exhibits
3.1	Bylaws of Emerson Electric Co., as amended through November 6, 2012.
3.2	Article III, Section 3 of the Bylaws of Emerson Electric Co., as amended through November 6, 2012, marked to show changes from prior Bylaw provision as amended through November 1, 2011.

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: November 9, 2012
John G. Shively Assistant General Counsel and Assistant Secretary

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EXHIBIT INDEX

Exhibit Number	Description of Exhibits
3.1	Bylaws of Emerson Electric Co., as amended through November 6, 2012.
3.2	Article III, Section 3 of the Bylaws of Emerson Electric Co., as amended through November 6, 2012, marked to show changes from prior Bylaw provision as amended through November 1, 2011.