Business Context and Reporting Period
This Form 8-K Current Report was filed by Emerson Electric Co. on November 5, 2012, with the report signed on November 9, 2012. The filing addresses corporate governance changes, specifically the departure of a director and amendments to the Company's Bylaws.
Key Financial Metrics
This filing does not contain financial performance data. There are no reported figures for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Director Departure: Walter J. Galvin announced his retirement as a member of the Board of Directors and Vice Chairman, effective February 5, 2013. Post-retirement, he is expected to serve as a consultant under terms to be determined.
- Bylaw Amendments: On November 6, 2012, the Board adopted amendments to the Bylaws. Specifically, Article III, Section 3 was modified to allow August A. Busch III to serve an additional one-year term ending at the Annual Meeting of Stockholders in February 2014, despite the standard age limit of 72 for director elections.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, management commentary on operations, or discussion of risks and contingencies. The document is strictly limited to reporting the personnel change and the specific bylaw amendment.
Investor Verification Checklist
- Verify the effective date of Walter J. Galvin's retirement (February 5, 2013) and the status of his future consulting arrangement.
- Confirm the specific terms of the Bylaw amendment regarding August A. Busch III's extended term.
- Review the full text of the amended Bylaws (Exhibit 3.1) and the marked changes (Exhibit 3.2) attached to the filing.