Currently, Part (b) of Article 5, Section 2 of our Restated Articles of Incorporation provides that our directors may only be
removed by shareholders by the affirmative vote of the holders of 85% of the shares then entitled to vote at an election of
directors, voting as a single class. In addition, Article 5, Section 5 of our Restated Articles of Incorporation provides that
Article 5 may only be amended, altered, changed or repealed or any provisions inconsistent with any of the provisions of
Article 5 adopted by the affirmative vote of the holders of not less than 85% of the total voting power of all outstanding
shares of our voting stock, voting as a single class. Proxy Item No. 4A requests that shareholders approve amendments to
eliminate these supermajority voting standards and replace them with a majority voting standard. The proposed changes to
Article 5, Section 2 and Article 5, Section 5 are set forth in their entirety in Appendix C to this proxy statement.Supermajority vote requirements like the ones contained in Article 5 of the Restated Articles of Incorporation are intended to,
among other things, facilitate corporate governance stability and protect Emerson’s shareholders against potentially selfinterested actions of short-term investors by requiring broad shareholder consensus to make certain fundamental changes
to corporate governance. While the Board recognizes these protections are important, the Board also notes that many
shareholders and commentators now view these provisions as limiting a board's accountability to shareholders and the
ability of shareholders to effectively participate in corporate governance. As noted in Proxy Item No. 3, once again, we are
proposing to amend our Restated Articles of Incorporation to eliminate our classified board structure and provide for the
annual election of directors. We made similar proposals in 2013, 2020 and 2024. However, none of these proposals attained
the required 85% approval level currently provided for in Article 5. After considering shareholder input, including the 2024
shareholder proposal, and the arguments in favor of and against the existing supermajority vote requirements in Article 5,
the Board concluded that shareholders should be afforded the opportunity to vote on amending the Restated Articles of
Incorporation to reduce these supermajority vote requirements in Article 5.
The affirmative vote of 85% of the total voting power of all outstanding shares entitled to vote, whether or not present or
represented by proxy at the 2025 Annual Meeting, is required to amend Article 5, Section 2 and Article 5, Section 5 of the
Restated Articles of Incorporation. See information about the voting standard for this proposal on page 81.