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MarketScreener Homepage  >  Equities  >  Nyse  >  Emerson Electric Co.    EMR

EMERSON ELECTRIC CO.

(EMR)
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EMERSON ELECTRIC CO : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

11/06/2020 | 04:09pm EST

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

           Year.


On November 3, 2020, the Board of Directors of Emerson Electric Co. (the "Company") amended the Company's Bylaws (the "Bylaws"), effective on that date.

Article III, Section 19, regarding the Company's "proxy access" Bylaw provisions, has been amended to remove a limitation that provided that as long as the Company maintained a classified board structure, the maximum number of proxy access nominees in a year could not exceed one-half of the number of directors to be elected at that annual meeting. In addition, Article III, Section 19 was also amended to remove a reference to the filing by the nominating shareholder of "other communication" in addition to solicitation materials pursuant to Regulations 14A of the Securities Exchange Act of 1934.

Article III, Section 3 of the Bylaws provides that no director is permitted to stand for election or re-election to the Board for a term to which such director is to be elected or appointed if such person reaches the age of 72 prior to commencement of such term. The Bylaws have been amended to grant an exception to this limitation for certain directors.

The foregoing description of the amendment to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws. The amended Bylaws, and a copy of the amended Bylaw provisions marked to show changes from the prior Bylaw provisions dated June 5, 2018, are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

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 3, 2020.


 3.2           Article III, Sections 3 and 19 of the Bylaws of Emerson Electric
             Co., as amended through November 3, 2020, marked to show changes from
             prior Bylaw provisions as amended through June 5, 2018.

104          Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

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