Currently, Article 9, Section 1 of our Restated Articles of Incorporation provides that certain business combinations involving
Emerson and certain 10% shareholders, each as defined in our Restated Articles of Incorporation, require the affirmative
vote of the holders of 85% of the outstanding shares of our common stock unless (i) a majority of the continuing directors (as
defined in our Restated Articles of Incorporation) have approved the proposed business combination, or (ii) various
conditions intended to ensure the adequacy of the consideration offered by the party seeking the combination are satisfied.
Additionally, Article 9, Section 6 of our Restated Articles of Incorporation provides that Article 9 of our Restated Articles of
Incorporation may only be amended, altered, changed or repealed or any provisions inconsistent with any of the provisions
of Article 9 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, provided however that such provisions may be amended upon the
affirmative vote of the holders of a majority of the total voting power of all of our outstanding shares if the amendment shall
first have been approved and recommended by a majority of those directors who meet certain criteria of independence from
parties seeking a business combination. Proxy Item No. 4B requests that shareholders approve amendments to change the
voting standards in Article 9 of our Restated Articles of Incorporation from 85% of the total voting power of all outstanding
shares of voting stock to a majority of the total voting power of all outstanding shares of voting stock excluding that
beneficially owned by certain 10% shareholders. The amended standard will more closely track the voting standard in
Missouri’s business combinations statute. The proposed changes to Article 9, Section 1 and Article 9, Section 6 are set forth
in their entirety in Appendix C to this proxy statement.
The supermajority vote requirements contained in Article 9 of our Restated Articles of Incorporation are intended to protect
Emerson’s shareholders, particularly long-term shareholder interests, against the potentially self-interested actions of shortterm investors by requiring extraordinary transactions to have the support of a broad consensus of Emerson’s shareholders.
Specifically, the supermajority vote requirements contained in Article 9, which were added to our Articles of Incorporation
following shareholder approval in 1986, are designed to deter an acquiring party from using two-tier pricing and similar
inequitable tactics in an attempt to take over Emerson and help assure fair treatment of all shareholders in the event of a
takeover attempt. A number of publicly traded companies have similar super majority voting provisions. While the Board
believes that the protection that the supermajority vote requirements in Article 9 provide is 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. In addition, others have argued that
supermajority vote requirements for "fair price" provisions have the effect of discouraging legitimate offers for a company by
making them more expensive. After considering shareholder input, including the 2024 shareholder proposal, and the
arguments in favor of and against the existing supermajority vote requirements in Article 9, the Board concluded that
shareholders should be afforded the opportunity to vote on amendments to eliminate the supermajority voting standards in
Article 9 of our Restated Articles of Incorporation and replace them with a majority voting standard.
The affirmative vote of 85% of the total voting power of all outstanding shares, whether or not present or represented by
proxy at the 2025 Annual Meeting, is required to amend the Company’s Restated Articles of Incorporation to amend Article
9, Section 1 and Article 9, Section 6 of the Restated Articles of Incorporation. See information about the voting standard for
this proposal on page 81.