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


           Year.

As previously announced, on February 5, 2021, David N. Farr retired as Chief Executive Officer of Emerson Electric Co. (the "Company"). Mr. Farr has agreed to remain as a Director and as non-executive Chairman of the Board through May 4, 2021. Also as previously announced, on February 5, 2021, Surendralal (Lal) L. Karsanbhai has become Chief Executive Officer and a Director of the Company.

On February 2, 2021 the Board of Directors of the Company amended the Company's Bylaws (the "Bylaws"), effective as of February 5, 2021, to accommodate a separate Chairman of the Board and Chief Executive Officer and implement other, technical changes. Previously, the Bylaws provided that the Chairman of the Board and Chief Executive Officer positions were combined.

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 November 3, 2020, 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 5.07. Submission of Matters to a Vote of Security Holders.

The final results for each of the matters submitted to a vote at the Company's 2021 Annual Meeting of Shareholders held on February 2, 2021 are as follows:

Proposal 1: The four Directors named in the Proxy Statement were elected by the shareholders, by the votes set forth in the table below:





                                                         Broker
Nominee                 For            Withheld        Non-Votes
Mark A. Blinn        432,980,702       12,939,895       76,073,032
Arthur F. Golden     415,286,255       30,634,342       76,073,032
Candace Kendle       435,282,801       10,637,796       76,073,032
James S. Turley      425,801,691       20,118,906       76,073,032

Proposal 2: The appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2021 was ratified by the shareholders, by the votes set forth below:





    For        Against      Abstain
494,740,201   26,249,560   1,003,868

Proposal 3: The Company's executive compensation, as described in the Proxy Statement, was approved by the non-binding advisory votes of the shareholders set forth below:





    For        Against      Abstain    Broker Non-Votes
410,143,373   32,662,269   3,114,955      76,073,032

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number                              Description of Exhibits

3.1            Bylaws of Emerson Electric Co., as amended through February 5, 2021.


3.2            Article III, Sections 9, 10 and 11, Article V and Article VI,
             Section 2 of the Bylaws of Emerson Electric Co., as amended through
             February 5, 2021, marked to show changes from prior Bylaw provisions
             as amended through November 3, 2020.

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

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