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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section

PROXY STATEMENT PURSUANT TO SECTION 14(a) of the
Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment

(Amendment No.     )

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CHECK THE APPROPRIATE BOX:Check the appropriate box:
☐		Preliminary Proxy Statement
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☑		Definitive Proxy Statement
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☐		Soliciting Material Under Rule 14a-12under §240.14a-12

Rockwell Automation, Inc.

(Name of Registrant as Specified Inin Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)

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Table of ContentsMESSAGE

2018
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT February 6, 2018 at 5:30 pm
Rockwell Automation, Inc. 1201 South Second Street Milwaukee, Wisconsin 53204, USA

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MESSAGE FROM OUR CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

BLAKE D. MORET

CHAIRMAN, PRESIDENT AND CHAIRMAN-ELECT
CHIEF EXECUTIVE OFFICER

December 15, 2022

“WE ARE A PURE PLAY AUTOMATION AND DIGITAL TRANSFORMATION COMPANY WITH ENVIABLE TALENT, PARTNERS, CUSTOMERS, AND SHAREOWNER BASE, WITH EVERY INTENTION OF BUILDING ON OUR SUCCESS.”

Dear Fellow Shareowners:

Rockwell Automation continued to transform our business and increase our value in 2022 despite continuing macroeconomic volatility. Simply put, we are building a more resilient company with more ways to win.

Rockwell grew double digits in the year, with good growth in all regions and business segments. Also importantly, our talented people, partners, and position in the market enabled us to meet the challenges of component shortages, inflation, and geo-political conflict. We expect shortages and inflation to gradually ease in 2023, and the lessons learned have made us stronger.

2022 was a watershed year for our product development teams. We not only qualified new electronic components for hundreds of products to ease the most severe constraints, but we also released disruptive new products that will fuel profitable growth for years to come. In our Intelligent Devices business segment, we introduced new on-machine products to increase our competitively served market in automotive, warehouse automation, and food and beverage verticals. The Software and Control business segment released a new family of I/O designed specifically for process applications. At Automation Fair a few weeks ago in Chicago, we talked with customers about our new FactoryTalk Design Studio for Logix, a cloud-native design tool unlike any other in the market. Customers also saw FactoryTalk Optix, a new operator interface package that works with our control systems as well as those of our competitors. Our Lifecycle Services business segment will benefit from this new innovation as will system integrators and machine builders. New lifecycle services include cybersecurity threat detection and remediation enhanced by our Security Operations Center, and digital twin creation and deployment by Kalypso resources. We enhanced our focus on sustainable products and solutions that help industrial manufacturing companies reduce their energy, water, and waste usage and track those reductions over time. Recent acquisitions like Kalypso, Avnet, ASEM, and Plex are fueling new streams of profitable growth, and we are also excited to welcome the Danish company CUBIC to Rockwell. These are major introductions and additions representing broad new areas of value that complement existing product lines.

Priorities for 2023 start with meeting our commitments for profitable growth and effective capital deployment. Strong backlog, pricing power, and a continuing stream of new innovation provide a solid foundation for performance in 2023 and beyond. We are delivering on our framework for profitable growth, introduced in 2019, and we are excited about the opportunities available to us on the next leg of Rockwell’s journey. We are a pure play automation and digital transformation company with enviable talent, partners, customers, and shareowner base, with every intention of building on our success. And we’ll do this with the sense of urgency and outside-in perspective necessary to lead.

Thank you for your trust in and ownership of Rockwell Automation.

BLAKE D. MORET

Chairman, President and Chief Executive Officer

		December 13, 2017 Dear Fellow Shareowners: I’m very pleased with our progress in fiscal 2017 to bring The Connected Enterprise to life for customers around the world. We integrate control and information across the enterprise to make industrial companies and their people more productive. The fundamental drivers of growth in our markets remain very strong, as do the compelling reasons that support our continued ability to increase market share. Nobody is better positioned in this market. Market-beating revenue growth continues to enable our superior financial performance, and consequently, shareowner value. In fiscal year 2017, we delivered superior returns on your investment in Rockwell Automation. Our sales were up over 7%, EPS was up 14%, we had another good year of free cash flow conversion and return on invested capital, and we returned over $725 million in capital to shareowners through share repurchases and dividends. We executed well on the three keys to our above-market revenue growth: ●Share gains in core platforms:Logix grew 10%. This multi-discipline, information-enabled control platform continues to help customers be more productive in discrete, hybrid, and process applications. Other parts of our core also continue to gain share. ●Double-digit growth in Information Solutions and Connected Services:Information Solutions and Connected Services are helping our customers reach new levels of productivity, and pilots are progressing to multi-site rollouts. ●Execution of our acquisition strategy:Our recent acquisitions contributed a point and a half of profitable revenue growth. They also accelerated the execution of our strategy by providing new forms of innovation in technology, additional application expertise, and new market access. Our objective is to combine our capabilities and those of our partners to provide positivebusiness outcomes for industrial companies. Examples of positive outcomes include increased production and flexibility for automobile powertrain suppliers moving into the Electric Vehicle market; faster startup of new snack food lines to capture market share in emerging markets; and remote monitoring of processes to reduce labor costs and increase safety. When we help our customers successfully compete, our value increases, and so does their loyalty. Our differentiation helps us win across the automation and information landscape. Our technology innovation enhances performance, and we are focused on providing the ease of use and simplification that drive customer productivity. Increasing application expertise, organically and through acquisitions, allows us to help customers better identify and define their business problems and to apply our technology in the most effective manner. Our limited distribution model and other forms of market access continue to evolve to accommodate the crucial role of software and recurring services in the solutions we provide to customers. The heart of our success is our people, working together in a single integrated business. Our employees create a culture that embraces new ideas and points of view and promotes doing business the right way. Winning the 2017 Catalyst Award recognizing our success in increasing diversity was a special honor, and demonstrated the impact of our long-term commitment to expanding opportunities for ALL employees. This fall we also graduated the first class of veterans from our Academy of Advanced Manufacturing, a program that will help close the manufacturing skills gap and give new opportunities to a group of people who richly deserve our efforts to help them get ahead. As we look ahead, we’ll continue our focus on the attractive industrial automation and information market, growing share by bringing The Connected Enterprise to life, and delivering the resulting superior returns to our shareowners. Thank you for your support. Blake D. Moret President, Chief Executive Officer and Chairman-Elect
Blake D. Moret President, Chief Executive Officer and Chairman-Elect
“EPS was up 14% … and we returned over $725 million in capital to shareowners through share repurchases and dividends.”

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TABLE OF CONTENTS

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON FEBRUARY 7, 2023

76

To the Shareowners ofBack to Contents

MEETING INFORMATION

TUESDAY, FEBRUARY 7, 2023

5:30 p.m. CST

Rockwell Automation Global Headquarters

1201 South Second Street, Milwaukee, Wisconsin 53204

TO THE SHAREOWNERS OF ROCKWELL AUTOMATION, INC.:

You are cordially invited to attend our 20182023 Annual Meeting of Shareowners on Tuesday, February 6, 2018,7, 2023, at 5:30 p.m. (Central Standard Time). TheThis meeting will be held in the Community Room at our Global Headquarters, 1201 South Second Street, Milwaukee, Wisconsin USA for the following purposes:

Item Item 1 - to elect as directors the four nominees named in the accompanying proxy statement; Item 2 - to approve on an advisory basis the compensation of our named executive officers; Item 3 - to vote on a proposal to approve on an advisory basis the frequency of the shareowner vote on the compensation of our named executive officers; Item 4 - to approve the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2023;			to vote on whether to elect as directors the four nominees named in the accompanying proxy statement;
Item 2			to vote on a proposal to approve the selection by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2018;
Item 3			to vote on a proposal to approve on an advisory basis the compensation of our named executive officers;

and to transact such other business as may properly come before the meeting.

Important Meeting Information:

RECORD DATE

December 12, 2022

WHO MAY VOTE

You may vote if you were a shareowner of record at the close of business on the December 12, 2022 record date.

IMPORTANT MEETING INFORMATION

You will find information about the business to be conducted at the meeting in the attached proxy statement. At the meeting you will have a chance to ask questions of general interest to shareowners. You can read about our performance in the accompanying 20172022 Annual Report on Form 10-K. In addition, we make available on our Investor Relations website athttps://ir.rockwellautomation.com/investors a variety of information for investors.

Your vote is important to us. Whether or not you plan to attend the meeting, it is important that your shares are represented and voted. We encourage you to vote before the meeting by returning your proxy card or voting via the internet or by telephone. If you decide to attend the meeting, you will still be able to vote in person,in-person during the meeting, even if you previously submitted your proxy. If you plan to attend the meeting, please follow the advance registration instructions on the outsideinside back cover page of thethis proxy statement to obtain an admission card.

Distribution:
This year we

DISTRIBUTION

We are furnishing our proxy materials to our shareowners over the internet using “Notice and Access” delivery. We elected to use thisThis method as it reduces the environmental impact of our annual meeting andmeeting. Certain shareowners will receive a printed copy of our print and distribution costs.proxy materials.

By order of the Board of Directors.Directors,

RebeccaREBECCA W. House
HOUSE

Secretary

December 13, 201715, 2022

Date and Time: Tuesday, February 6, 2018 at 5:30 pm CST Location: Rockwell Automation Global Headquarters, 1201 South Second Street, Milwaukee, WI 53204 Record Date: December 11, 2017

Who May Vote

You may vote if you were a shareowner of record at the close of business on the December 11, 2017 record date.

How to Cast Your Vote

HOW TO CAST YOUR VOTE:

You can vote by any of the following methods:

Internet		(www.proxyvote.com) until February 5, 2018;
INTERNET	BY TELEPHONE	BY MAIL	IN-PERSON
Telephone (www.proxyvote.com) until	February 6, 2023	(1-800-690-6903) until February 5, 2018;6, 2023
Mail		Complete, sign and return your proxy by mail by February 1, 2018;3, 2023
In Person		In person,In-person at the Annual Meeting:Meeting. If you are a shareowner of record, your admission card will serve as proof of ownership. If you hold your shares through a broker, nominee, or other intermediary, you must bring proof of ownership to the meeting.

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PROXY SUMMARY

Note: The Board of Directors solicits votes by the execution and prompt return of the accompanying proxy in the enclosed return envelope or by use of the Company’s telephone or internet voting procedures.

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find further information in this proxy statement.

Voting Matters

VOTING MATTERS

We are asking you to vote on the following proposals at the Annual Meeting:

Item 1ITEM	BOARD RECOMMENDATION	PAGE
Item 1: Election of DirectorsPAGE 6 The Board of Directors recommends that you vote“FOR”the election as directors of the four nominees.

Board NomineesPAGE 19nominees named in this proxy statement

The following table provides summary information about each director nominee.

Name		Age	Director Tenure	Independent	Committee Memberships
	Betty C. Alewine Retired President and Chief Executive Officer, COMSAT Corporation (global satellite services and digital networking services and technology)	69	17		Board Composition and Governance Technology and Corporate Responsibility (Chair)
	J. Phillip Holloman President and Chief Operating Officer, Cintas Corporation (corporate identity uniforms and related business services)	62	4		Compensation Technology and Corporate Responsibility
	Lawrence D. Kingsley Former Chairman and CEO, Pall Corporation (filtration, separation and purification solutions for fluid management)	54	4		Audit Compensation
	Lisa A. Payne Former Chairman of the Board, Soave Enterprises and President, Soave Real Estate Corp (diversified management and investment)	59	2		Audit Compensation

Directors are elected by a plurality of votes cast, subject to our director resignation policy. If a director is elected by a plurality of votes cast but fails to receive a majority of votes cast, the director must tender his or her resignation to the Board for its consideration. See the subsection entitled “Election of Directors” on page 66 for more information about our director resignation policy.

2     ROCKWELLAUTOMATION FY2017 Proxy Statement

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Proxy Summary

Board and Governance Highlights

●	All directors and nominees are independent (except our Chairman and our CEO) FOR each nominee	23
● Item 2: Advisory vote to approve the compensation of our named executive officers	Balanced director tenure with three continuing directors having more than ten years of service and six with less than five years of service FOR	34
● Item 3: Advisory vote on the frequency of the shareowner vote on the compensation of our named executive officers	Balanced director ages with six directors under age 60 FOR every one year	34
● Item 4: Vote to approve the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2023	Lead Independent Director FOR
●	Diverse Board
●	By-laws provide for proxy access by shareowners
●	Code of Conduct for all employees and directors
●	Stock ownership requirements for officers and directors
●	Anti-hedging and anti-pledging policies for officers and directors
●	Annual ethics training
●	Active shareowner engagement63

BOARD AND GOVERNANCE HIGHLIGHTS

ROCKWELL AUTOMATION  |  FY2022 PROXY STATEMENT    1

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The following chart highlights Board composition and certain key qualifications represented by each director.attributes of our director nominees and continuing directors on the Board. Additional information about each director’s experience and qualifications is set forth in each director’s profile.their profiles.

Skills/Attribute

Alewine

Holloman

Kalmanson

Keane

Kingsley

McCormick

Moret

Nosbusch

Parfet

Payne

Rosamilia

Watson

Leadership

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International

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Finance

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Industry

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Risk

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Technology

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Other Information

Age

69

62

65

58

54

73

55

66

65

59

56

51

Tenure

17

4

6

6

4

28

1

13

9

2

1

<1

Independent

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Other Public Company Boards

1

0

0

1

2

0

0

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3

2

0

1

	WILLIAM P. GIPSON	J. PHILLIP HOLLOMAN	STEVEN R. KALMANSON	JAMES P. KEANE	BLAKE D. MORET	PAM MURPHY	DONALD R. PARFET	LISA A. PAYNE	THOMAS W. ROSAMILIA	ROBERT W. SODERBERY	PATRICIA A. WATSON
Committee Membership
Audit
Compensation and Talent Management
Board Composition and Corporate Governance
Technology
Lead Independent Director
Governance Information
Independent
Tenure	2	9	11	11	6	3	14	7	6	1	5
Other Public Company Boards	1	2	0	0	1	1	2	1	0	0	0
Term Expiring	Nominee	2024	2024	2025	2025	Nominee	Nominee	2024	2025	Nominee	2025
Demographics
Age	65	67	70	63	60	49	70	64	61	56	56
Race/Ethnicity
African-American/Black
Gender
Female
Male
Chair

Item 2

Approval of Auditors PAGE 55 The Board of Directors recommends that you vote“FOR”the selection of Deloitte & Touche LLP.

We ask our shareowners

ROCKWELL AUTOMATION  |  FY2022 PROXY STATEMENT    2

Back to approve the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending September 30, 2018. Below is summary information about fees paid to Deloitte & Touche LLP for services provided in fiscal 2017 and 2016 (in millions):Contents

www.rockwellautomation.com     3

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Proxy Summary

Item 3

Advisory Vote on Executive Compensation PAGE 58 The Board of Directors recommends that you vote“FOR”this item.

We ask our shareowners to approve on an advisory basis the compensation of our named executive officers. We believe our compensation programs and practices are appropriate and effective in implementing our compensation philosophy, support achieving our goals with appropriate levels of risk and are aligned with shareowner interests. Our executive compensation program includes:

●	a balanced mix of long-term incentives, including stock options, performance shares and restricted stock, to motivate long-term performance and reward executives for absolute gains in share price and relative performance based on total shareowner return compared to the S&P 500 Index;
●	very limited perquisites;
●	stock ownership requirements for officers;
●	annual incentive compensation payouts tied directly to performance and capped at 200% of target, limiting excessive awards for short-term performance;
●	multiple-year vesting of long-term incentive awards;
●	claw-back agreements and a recoupment policy; and
●	absence of employment contracts with our named executive officers.

Executive CompensationPAGE 29

Our executive compensation program is designed to attract and retain executive talent and emphasize pay for performance. Our compensation program includes base salary, annual incentive compensation, long-term incentives, defined benefit and defined contribution retirement plans and a very limited perquisite package. Our compensation program includes the following key principles:

●	Compensation decisions are based on a number of factors, including market compensation rates, Company performance against pre-established goals and the relative share performance of the Company compared to the broader stock market, as well as the experience and contributions of individual executives.
●	A significant portion of an executive’s compensation is directly linked to our performance and the creation of shareowner value.
●	Long-term incentives reward management for creating shareowner value and align the financial interests of executives and shareowners.
●	Incentive compensation payouts vary significantly from year to year based on performance compared to goals.

We seek sustained growth and performance through various activitiesa business strategy that dependdepends on our executives for their planning and execution. We believe itOur compensation program is importantdesigned to alignattract, retain, and motivate the compensation ofhigh caliber executive talent necessary to deliver long-term and sustained performance to our leadership with this growthshareowners, customers, and performance strategy through pay for performance.other stakeholders. We believe our shareowners support this philosophy based on the overwhelming level ofpositive shareowner support for the proposal to approve the compensationapproval of our named executive officers presented atcompensation program.

We strive to align our 2017 Annual Meeting.

4     ROCKWELLAUTOMATION FY2017 Proxy Statement

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PROXY STATEMENT

2018 Annual Meeting

The 2018 Annual Meeting of Shareowners of Rockwell Automation, Inc. will be held at 5:30 p.m. (Central Standard Time) on February 6, 2018, for the purposes set forthcompensation programs with best practices that address shareowner interests as provided in the accompanying Notice of 2018 Annual Meeting of Shareowners. Compensation Discussion & Analysis section. Our executive compensation program includes:

Element	Form of Award	Program Components	Period	2022 Total Target Direct Compensation Mix
				CEO	Other NEOs
Base Salary	Cash	Competitive pay based on scope, experience, and performance	One year
Annual Incentive (ICP)	Cash	Performance on four key financial goals with adjustment for company performance against strategic goals and individual performance	One year
Long-Term Incentive (LTI)	Performance Shares (40%)	Realized value based on TSR performance relative to the S&P 500 Selected GICS (Capital Goods, Software and Services, and Technology, Hardware, and Equipment)	Vest after three years
	Stock Options (30%)	Realized value based on appreciation in stock price relative to original grant price	Vest over three years in three equal annual installments
	Restricted Stock Units (30%)	Realized value based on our stock price performance	Vest over three years in three equal annual installments

ROCKWELL AUTOMATION  |  FY2022 PROXY STATEMENT    3

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PROXY STATEMENT

2023 ANNUAL MEETING

This proxy statement and the accompanying proxy are furnished in connection with the solicitation by our Board of Directors (our Board) of proxies to be used at the meetingAnnual Meeting of Shareowners of Rockwell Automation on February 7, 2023 (the Annual Meeting) and at any adjournment of the meeting.Annual Meeting. We will refer to the company in this proxy statement as “we,”“us, “us,”“our, “our,” the “Company”“Company,” or “Rockwell Automation.”

ROCKWELL AUTOMATION OVERVIEWRockwell Automation

We integrate control and information across the enterprise to help industrial companies and their people be more productive. We are a global leader in industrial automation and information; wedigital transformation. We make our customers more productiveresilient, agile, and sustainable by delivering industrial automation and digital transformation solutions that simplify complex challenges. We connect the imaginations of people with the potential of technology to expland what is humanly possible, making the world more productive and more sustainable. Our hardware and software products, solutions, and services are designed to meet our customers’ needs to reduce total cost of ownership, maximize asset utilization, improve time to market, and reduce enterprise business risk.

The Company continues the business founded as the Allen-Bradley Company in 1903. The privately-owned Allen-Bradley was a leading North American manufacturer of industrial automation equipment when the former Rockwell International Corporation (RIC) purchased it in 1985.

We were incorporated in Delaware in connection with a tax-free reorganization completed on December 6, 1996, pursuant to which we divested our former aerospace and defense business (the A&D Business) to The Boeing Company. In the reorganization, RIC contributed all of its businesses, other than the A&D Business, to us and distributed all of our capital stock to RIC’s shareowners. Boeing then acquired RIC.

Our principal executive office is located at 1201 South Second Street, Milwaukee, Wisconsin 53204, USA. Our telephone number is +1 (414) 382-2000, and our website is located atwww.rockwellautomation.comhttps://www.rockwellautomation.com.. Our common stock trades on the New York Stock Exchange (NYSE) under the symbol ROK.

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ELECTION

THIS PROXY STATEMENT INCLUDES STATEMENTS RELATED TO THE EXPECTED FUTURE RESULTS OF DIRECTORS

THE COMPANY AND ARE THEREFORE FORWARD-LOOKING STATEMENTS. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTIONS DUE TO A WIDE RANGE OF RISKS AND UNCERTAINTIES, INCLUDING THOSE THAT ARE LISTED IN OUR SEC FILINGS.

ROCKWELL AUTOMATION  |  FY2022 PROXY STATEMENT    4

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CORPORATE GOVERNANCE

LETTER FROM LEAD INDEPENDENT DIRECTOR LETTER

DONALD R. PARFET

Donald R. Parfet Lead Independent Director

"...the Board enhanced
its practices in the best
interests of shareowners."LEAD INDEPENDENT DIRECTOR

“OUR BOARD’S MOST CRITICAL FUNCTIONS ARE TO SUPPORT THE FULFILLMENT OF OUR COMPANY’S STRATEGIC PLAN AND PROVIDE OVERSIGHT OF RISK MITIGATION ACTIVITIES.”

Dear Fellow Shareowner:Shareowners:

It iscontinues to be a privilege to serve as the lead independent director of the Board, working with a group of highly-engaged, talentedLead Independent Director and knowledgeable directors who share a deep commitment to independent leadership, proactive oversight and strong corporate governance. I would like to highlight the accomplishments of the past year and the ways the Board enhanced its practices in the best interests of shareowners.

Board Governance

Effective governance includes continued and thoughtful assessment of our governance practices and shareowner engagement on emerging governance issues and best practices. Last year, based on shareowner feedback and after evaluation by the full Board, the Board decided to follow the shareowner vote on the frequency of say on pay and continue to give shareowners an annual advisory vote on executive compensation. In addition, the Board adopted revised Audit Committee and Board Composition and Governance Committee charters, and created a lead independent director charter.

The adoption of the lead independent director charter and associated changes to the Board Composition and Governance Committee charter serves to formalize, strengthen and clearly define the role and responsibilities of the lead independent director. At a high level, the lead independent director works to ensure that the Board functions with appropriate independence from management and any non-independent directors and serves as the liaison between the independent directors and management. In response to shareowner feedback, the Board amended the Audit Committee charter to explicitly state that the Audit Committee will annually review whether to change audit firms and committed to enhance the disclosure in this proxy statement around the Audit Committee’s oversight of the Company’s independent audit firm. The lead independent director charter and amended Audit Committee and Board Composition and Governance Committee charters are available on the Rockwell Automation website.

Board Refreshment

The Board appreciates its responsibility to provide effective oversight and works to maintain a proper balance of tenure, diversity, skills and experience on the Board. We align Board skills with the Company’s long-term strategies. The Board understands the importance of recruiting new directors to bring fresh perspectives and new ideas to the boardroom, and since 2015, we have added three new independent directors. As a whole, we are proud of our Board diversity in skills and backgrounds, including the increased number of female directors, which we discuss in more detail in this proxy statement.

Board Oversight

The collective skills and expertise of our directors offer the essential qualifications to provide effective oversight of the Company’s business. The Board and its Committees regularly review the Company’s strategic priorities, both long- and short-term, to best position the Company to create long-term value for shareowners.

It is, indeed, my privilege to serve as lead independent directorbe part of this highly qualified, diverse Board and to work closely withof Directors that is focused on executing the Chairman, the CEO, and the other directors, each of whom remains committed to serving your best interests.important obligations it owes you, our fellow shareowners. On behalf of the entireour Board, thank you for your continued engagement and support.support of the Company. The following highlights some of the Board’s work over the past year.

Sincerely,
 

Donald R. Parfet
Board Oversight of Company Strategy and Risk

Our Board’s most critical functions are to support the fulfillment of our Company’s strategic plan and provide oversight of risk mitigation activities. Our directors draw on their diverse leadership experiences and areas of expertise to give guidance on significant matters such as technology development, cyber and product security, mergers and acquisitions, sustainability, senior leader development and succession planning, and human capital management. An important aspect of our oversight is having a productive partnership with management and as Lead Independent Director

Table I work closely with our Chairman and CEO to ensure a meaningful connection between our independent directors and management. In addition to scheduled Board and Committee meetings, our directors frequently engage with management to provide additional insight on matters of Contentsstrategic importance to the Company.

Election of Directors

CorporateBoard Oversight of Environmental, Social, and Governance

Governance Practices OverviewThe Board is actively engaged in overseeing the Company’s ESG initiatives and receives regular updates on progress toward Company goals. We recognize that leadership on ESG issues makes us a stronger Company. The Company has a long history of leadership in corporate responsibility, including over 17 years of producing our Sustainability Report and achievement of ambitious environmental sustainability goals. We are also pleased that the Company’s Task Force on Climate-Related Financial Disclosures report published earlier this year earned high praise from independent third parties.

Good governanceWe also oversee a robust Company diversity, equity, and inclusion program committed to attracting, retaining, and developing diverse talent. We are proud of the Company’s long-term commitment to increasing diversity and inclusion and see the value that is added by having increasing diversity of background, experiences, and perspectives within the extended leadership team.

Board Refreshment and Governance

We have a criticalgood foundation of Board refreshment that helps ensure Board composition remains aligned with the Company’s strategic direction. In February, we welcomed our newest director, Robert Soderbery, Executive Vice President and General Manager at Western Digital Corporation. Mr. Soderbery brings strong technology and business development experience to the Board. Our Board is now composed of eleven directors with six new directors added in the past six years, providing for a balance of fresh perspectives and institutional knowledge.

To ensure a steady stream of fresh ideas and as part of our thoughtful Board succession planning process, in September we refreshed the composition of our Audit, Compensation and Talent Management, and Board Composition and Corporate Governance Committees. In addition, as part of our regular review of our governance policies and practices this year the Board made the decision to update its Guidelines on Corporate Governance to implement a policy requiring directors to notify the Board before accepting a leadership position on another public company Board. This requirement allows the Board to evaluate any increased responsibilities and confirm that our directors can continue to commit the time necessary to fulfill their responsibilities to our shareowners. The Board Composition and Corporate Governance Committee charter was also updated to expressly state that a part of its existing environmental oversight responsibility includes oversight of the Company’s climate change initiatives.

As we help guide and oversee all of these important matters, our Board and our Company benefit tremendously from feedback from shareowners and our broader stakeholders. We value this continued dialogue and the insight it provides.

The Board remains focused on delivering long-term shareowner value and we appreciate your trust and confidence in our leadership.

DONALD R. PARFET
Lead Independent Director

ROCKWELL AUTOMATION  |  FY2022 PROXY STATEMENT    5

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ENVIRONMENTAL, SOCIAL, AND GOVERNANCE

Sustainability is central to our mission to make our customers more resilient, agile and sustainable by delivering industrial automation and digital transformation solutions that simplify complex challenges. We have long understood that sustainability is a key imperative for our business and our stakeholders and we continuously adapt our sustainability approach to meet new challenges and make a meaningful, lasting difference in the world. Under the three sustainability pillars of Environmental, Social, and Governance (ESG), we prioritize the topics we believe will create the most value and help us deliver three outcomes: Sustainable Customers, Sustainable Company, and Sustainable Communities.

Rockwell Automation is uniquely positioned to have a positive impact on the world because we help our customers to achieve their own sustainability goals. We offer innovative ways to reduce waste, increase operational and resource efficiency, and enable customers to successfully navigate sustainable digital transformation. We strive to operate our own business with maximum efficiency with a focus on programs and initiatives to maximize resource efficiency (energy, water, waste) to reduce demand and emissions. In November 2020, we announced our goal to be carbon neutral by 2030 (scope 1 and 2 emissions). We have since developed our roadmap to meet our carbon scope 1 and 2 goal. In addition, we are actively working to assess and quantify the material scope 3 carbon footprint and plan to disclose that information by the end of calendar year 2023. In 2022, we published our first Task Force on Climate-Related Financial Disclosures (TCFD) report, which describes integration of climate risk in our enterprise risk management. The 2021 TCFD report is the latest addition to our sustainability reporting, which includes our Sustainability Report, SASB, and GRI disclosure reports.

We are committed to making a positive impact on the world by investing in the communities where our employees live and work. Programs and activities that build science, technology, engineering, and math (STEM) skills are our key philanthropic focus. We invest heavily in university and workforce training programs that address shortages of skilled manufacturing talent while providing access to family-supporting jobs. Every partnership is designed to provide equitable access to people with diverse backgrounds and experiences.

Diversity, equity, and inclusion (DEI) is core to who we are and is integrated into our business strategic framework, cultural tenets, and business objectives. Our DEI vision is to establish a diverse, equitable, and inclusive culture that unleashes potential, enables collaboration and innovation, and improves outcomes for our employees, business, communities, customers, and stakeholders. In 2022, we implemented a new DEI strategy and 3-year roadmap to enhance the pace and scale of our DEI outcomes. Our strategy is focused on the three pillars of culture, talent, and partnerships, and our approach is founded on ensuring our culture is one where all employees are enabled and inspired to do their best work. We have set goals to increase the representation of diverse talent globally and provide programs to help ensure our managers can lead diverse teams and know the importance of demonstrating inclusive leadership behaviors. Our plan includes goals for increasing diverse representation across the enterprise, customized business segment/function action plans, and inclusive leadership behaviors as a component of all people managers’ performance.

Integrity guides our every action as we inspire, enable, and equip our people to innovate, outperform our competitors, and deliver on the needs of our customers. Our culture is focused on four tenets: strengthening our commitment to and demonstration of integrity, diversity, equity, and inclusion, comparing ourselves to the best alternatives, increased speed of decision making, and ensuring a steady stream of fresh ideas.

We believe the health and safety of our employees is integral to operational excellence. We strive for zero workplace injuries and illnesses and operate in a manner that recognizes safety as fundamental to the employee experience. We demonstrate leadership with our safety performance and have consistently reported best-in-class recordable case rate measures.

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Our Governance pillar includes a focus on ethics and integrity, cybersecurity, product quality and safety, enterprise risk management, corporate culture.governance, and engaging our stakeholders. The following provides an overview of certain of our corporate governance practices:practices and Board attributes:

Board of Directors BOARD OF DIRECTORS					Board Alignment with Shareowners	ALIGNMENT WITH SHAREOWNERS
	● Size of Board - 12– 11 ● Plurality vote with director resignation policy for failure to receive a majority of votes cast in uncontested director elections ● Lead Independent Director ● All directors are expected to attend the Annual Meeting ● Generally directors do not stand for re-election after age 72 ● Director term limit			● Annual equity grants align interests of directors and officers with those of shareowners ● Annual advisory approval of executive compensation by shareowners ● Stock ownership requirements for officers and directors ● Active shareowner outreach and engagement

Board Composition			Compensation
BOARD COMPOSITION			COMPENSATION
	● Number of independent directors - 10 ● Diverse Board with different backgrounds, experiences, and expertise, as well as balanced mix of ages and tenure of service ●Six current and former CEOs All Board members have experience with corporate governance matters ● Audit Committee has financial experts ● Three female directors and onetwo African-American directordirectors			● No employment agreements with officers ● Limited use of change of control agreements ● Executive compensation is tied to performance - 83%– 67% of CEO pay and 72%61% of other NEO pay is performance-based ● Anti-hedging and anti-pledging policies for directors and officers ● Recoupment policy and claw-backclawback agreements

Board Processes			Integrity and Compliance
BOARD PROCESSES			INTEGRITY AND COMPLIANCE
	● Independent directors meet without management present ● Annual Board and Committee self-assessments and individual director and lead independent directorLead Independent Director evaluations ● Board orientation program ● Guidelines on Corporate Governance approved by Board ● Board plays active role in strategy, risk, and ESG oversight ● Full Board regularly reviews succession planning for CEO and senior management			● Code of Conduct for employees, officers, and directors ● Supplier and PartnerNetwork Codes of Conduct ● Board oversight of Code of Conduct matters relating to senior officers and directors ● Environmental, health, and safety policies ● Annual training on ethical behaviorethics is required for all employees and the Board

Shareowner Rights			Other	● Commitment to corporate responsibility and sustainability ● Annual Sustainability Report
SHAREOWNER RIGHTS			OTHER
	● Confidential voting policy ● By-laws provide proxy access to shareowners			● Employees may vote their shares in Company-sponsored plans ● An independent inspector tabulates shareowner votes for the Annual Meeting ● Disclosure Committee to ensureensures timely and accurate disclosures in SEC reports ● No multiple voting rights, enhanced voting rights, voting certificates, or non-voting shares

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BOARD’S ROLE AND RESPONSIBILITIES

Table of Contents

Election of Directors

Board’s Role and Responsibilities

Overview

The Board is responsible for proactively overseeing the business and affairs of the Company, including corporate governance, corporate responsibility, business strategy, enterprise risk, business performance, capital management, executive compensation, capital management, and the Company’shuman capital management, including succession planning and development.development of the executive management team. The Board is focused on helping the Company achieve long-term value creation for its shareowners and other stakeholders and maintaining the Company’s strong reputation forcommitment to integrity and ethical conduct in all of the Company’s relationships and business transactions.

Board’s Role in Risk Oversight

The responsibility for managing risk rests with executive management. The Board has primary responsibility forprovides oversight of management’s program of enterprise risk management forand reviews significant risks through both the Company. The standing Committees of thewhole Board address the risks related to their respective areas of oversight, and the Audit Committee is responsible for reviewing the overall guidelines and policies that govern our process for risk assessment and management.

Management periodically reports to the Board regarding the system that management has implemented to assess, manage and monitor risks. Management also reports to the Board on the risks it has assessed to be the most significant, together with management’s plans to mitigate those risks.

Our risk management system seeks to ensure that the Board is informed of major risks facing the Company. The Audit Committee provides oversight regarding financial risks. The Audit Committee receives regular reports on management policies and practices relating to the Company’s financial statements and the effectiveness of internal controls over financial reporting. The Audit Committee also receives regular reports from the Company’s independent auditors and general auditor as well as the General Counsel regarding legal and compliance risks. The Compensation Committee considers the risk implications of the incentives created by our compensation programs. The Technology and Corporate Responsibility Committee oversees risks related to technology, safety, and environmental protection, among other corporate responsibility matters. The Board Composition and Governance Committee oversees governance-related risks, including conflicts of interest, director independence, and board and committee structure and performance.

Our risk oversight is aligned with the Board’s oversight of the Company’s strategies and plans. Thus, the Board ordinarily receives reports on the risks implicated by the Company’s strategic decisions concurrent with the deliberations leading to those decisions. From time to time, the full Board will receive reports from management on enterprise risks that are not specifically assigned to a specific Committee.

We believe we have an effective risk management system that fosters a culture of appropriate risk taking. We have strong internal processes and a strong control environment to identify and manage risks. We also believe that our current leadership structure, with Mr. Nosbusch serving as current Chairman and Mr. Moret serving as CEO and Chairman-elect, enhances the Board’s effectiveness in overseeing risk. Both Mr. Nosbusch and Mr. Moret have extensive knowledge of the Company’s business and operations that helps the Board to identify and address key risks facing the Company. Executive officers are assigned responsibility for managing the risks deemed most significant.

its Committees. Our Annual Report on Form 10-K for the year ended September 30, 20172022 contains an extensivea detailed description of the most significant enterprise risks that we face.

Board’s Role in Management Succession Planning/Organizational Health

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Our Board considers succession planning and development to be a critical part of the Company’s long-term strategy. The full Board oversees CEO and senior management succession and development plans and receives regular reports on employee engagement and retention matters. The Board also takes an active role in the oversight of overall talent management and has opportunities to engage with high potential and emerging leaders and interact with and assess talent throughout the organization. In particular, the Board Composition and Corporate Governance Committee defines the skills, attributes, and other criteria to be used for succession plans for the CEO, and the Compensation and Talent Management Committee oversees the succession and development of other senior management. At least annually the full Board reviews senior management succession and development plans with our CEO. With regard to CEO succession planning, the Board regularly discusses potential CEO candidates and their development and preparedness.

Board’s Role in Environmental, Social and Governance (ESG) Matters

Corporate responsibility is anand sustainability are important prioritypriorities for the Board and the Company. We have a strong reputation forcommitment to being an ethical and responsible company acting with integrity and thatrespect for each other, our communities, and the environment, which starts with the tone set by the Board. We adhere to a Code of Conduct that applies to all employees and directors. The Board’s TechnologyCode of Conduct is based on principles and laws that guide the decisions and actions of our employees.

The Board has primary responsibility for oversight of ESG matters, including initiatives and programs related to sustainability, corporate culture, and human capital management, with the standing Committees supporting the Board by addressing these specific ESG matters related to their respective areas of oversight. The Board Composition and Corporate ResponsibilityGovernance Committee reviews and addresses our diversityassesses the Company’s policies and inclusionpractices with respect to matters affecting the Company’s culture and corporate responsibilities, including environmental protection, climate change, and sustainability practices regularly, and reports its findingssustainability. In relation to human capital management in particular, the full Board.

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Tablestanding Committees of Contentsthe Board address the risks related to their respective areas of oversight as outlined below.

BOARD OVERSIGHT OF HUMAN CAPITAL MANAGEMENT

Area		Election Committee
Employee Wellness and Safety	• We strive for zero workplace injuries and illnesses and operate in a manner that recognizes safety as fundamental to the Company being a great place to work. • We offer benefits and programs that focus on holistic well-being, including physical, mental, and financial health.	• Board Composition and Corporate Governance • Compensation and Talent Management
CEO Succession Planning	• We define the necessary skills and attributes of Directorsthe CEO based on the Company’s short and long-term strategy. • We regularly review CEO succession plans, including emergency CEO succession.	• Board Composition and Corporate Governance
Ethics and Compliance	• It is critical that all our employees let integrity guide every action, constantly adhering to our Company’s Code of Conduct, so we win the right way.	• Board Composition and Corporate Governance • Audit
Culture	• Culture is the foundation for our accelerated growth. At Rockwell, we focus on four tenets of our culture: strengthening our commitment to and demonstration of integrity, diversity, equity, and inclusion, comparing ourselves to the best alternatives, increased speed of decision making, and ensuring a steady stream of fresh ideas.	• Board Composition and Corporate Governance
Diversity, Equity, and Inclusion	• Our diverse and inclusive culture allows us to fully leverage innovation and teamwork while delivering our commitments to employees, customers, and shareowners. We want our workforce to reflect the communities where we live and work globally.	• Board Composition and Corporate Governance
Talent/Workforce Management	• The strategic management of talent means we hire and retain the right talent, both for immediate needs and for meeting the requirements of future business strategies. We foster this management with programs that focus on: • Acquiring and retaining the best talent for our business needs, • Talent development and training, and • Succession planning for senior management.	• Compensation and Talent Management • Technology
Employee Engagement	• We want to be a place where employees are enabled and inspired to do their best work, which is why we measure employee engagement to remove barriers, take rapid action, and improve employee experience.	• Compensation and Talent Management

Shareowner Engagement

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Area		Committee
Succession Planning for Senior Leaders	• We focus on leadership development to ensure we are building the necessary skills and talent for the future. • We actively manage the pipeline of key Company talent.	• Board Composition and Corporate Governance • Compensation and Talent Management
Executive Compensation	Our executive compensation program is designed to: • Motivate executives to create shareowner value, • Attract and retain executive talent, and • Balance rewards based on performance from our financial results and strategic goals with appropriate risk-taking.	• Compensation and Talent Management
Total Rewards - Broader Workforce	• We are committed to providing competitive compensation, benefits, and well-being programs to ensure we attract, motivate, and retain talent across our global workforce.	• Compensation and Talent Management

SHAREOWNER ENGAGEMENT

We believe that effective corporate governance should include regular engagement with our shareowners. While we have always had regularWe are committed to fostering strong relationships and an open dialogue with shareowners through our investors about a varietyongoing program of businessoutreach to shareowners that is management-led and strategic matters, our engagement on corporate governance matters occurred primarily during proxy season until 2015, when we started a more formalized program for proactive engagement with our shareowners.overseen by the Board. During the fall, we invite our largest shareowners (excluding index funds and brokerage accounts) to have a call to discuss our corporate governanceESG practices and executive compensation program. We also solicit input on topics of importance to our shareowners. We conduct additional outreach with our largest active shareowners during the proxy season, with post-meeting follow-up as appropriate. In fall 2017, we conducted outreachaddition, throughout the year our Investor Relations team along with our largest activeCEO and CFO engage with our shareowners frequently.

In fall 2022, we invited shareowners representing approximately 23%half of our outstanding shares to calls and received feedback from shareowners representing 20% of our outstanding shares. We discussed governanceOur discussions focused on ESG initiatives, practices, and trends, including virtual annual meetingssustainability practices and engagement practices,opportunities, diversity, equity, and inclusion, and our executive compensation program, andprogram. We also received feedback on other topics important to our shareowners.

Shareowner feedback from our outreach calls and any shareowner letters that we receive are presented to and discussed with ourthe Board. OurThe Board values the views of shareowners and considers shareowner feedback in establishing and evaluating appropriate policies and practices. Acting in line with shareowner feedback this year we enhanced the disclosureand other input, in the proxy statement around auditor tenure and Audit Committee oversight of our auditors. In June 2016, after careful consideration of shareowner feedback and other information,past our Board proactively adopted a proxy access by-law.by-law and enhanced disclosure of director skills, Board processes, ESG matters, and the Audit Committee’s review of auditor tenure and rotation in our proxy statement.

We believe that regular engagement with our shareowners helps to strengthen our relationships with shareowners, helps us to better understand shareowner views on our corporate governanceESG practices and initiatives, and provides us with insights into governanceESG and compensation topics and trends.

Communications to the Board and Ombudsman

COMMUNICATIONS TO THE BOARD AND OMBUDS

Shareowners and other interested parties may send communications to the Board, an individual director, the Lead Independent Director, the non-management directors as a group, or a Board Committee at the following address:

Rockwell Automation, Inc.

c/o Corporate Secretary
1201 South Second Street
Milwaukee, Wisconsin 53204, USA
Attn: Board of Directors

The Secretary will receive and process all communications before forwarding them to the addressee. The Secretary will forward all communications unless the Secretary determines that a communication is a business solicitation or advertisement, or requests general information about us.

In accordance with procedures approved by the Audit Committee, of our Board, concerns about accounting, internal controls, or auditing matters should be reported to the OmbudsmanOmbuds as outlined in our Code of Conduct, which is available on our website atwww.rockwellautomation.comhttps://ir.rockwellautomation.com, select “Sustainability & Ethics” atfrom the bottom of the page, then underCorporate Governance dropdown menu select “Integrity & Compliance” click on “Code, then select the “Integrity & Sustainability” tile, then “Ethics & Compliance” from the “Governance” list, and finally the “Rockwell Automation Code of Conduct.” These standards areThe Code of Conduct is also available in print to any

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shareowner upon request. The Ombudsman isOmbuds and Chief Compliance Officer are required to report promptly to the Audit Committee all reports of questionable accounting or auditing matters that the OmbudsmanOmbuds receives and all matters involving allegations of a serious violation of the Code of Conduct by a senior executive or director that the Chief Compliance Officer receives. You may contact the OmbudsmanOmbuds by addressing a letter to:

OmbudsmanOmbuds
Rockwell Automation, Inc.

1201 South Second Street
Milwaukee, Wisconsin 53204, USA

You may also contact the OmbudsmanOmbuds by telephone at
+1 (800) 552-3589 (US only) or +1 (414) 382-8484,
e-mail atombudsman@ra.rockwell.com,
fax at
+1 +1 (414) 382-8485, or,
if you wish to remain anonymous, by going to:
https://rockwellautomationombudsman.alertline.com.

Board Structure

Leadership Structure

BOARD STRUCTURE

The Board takes a flexible approach to its leadership structure, allowing it to adapt its structure depending on current circumstances. The Board reviews its leadership structure at least annually and will vary it as circumstances warrant.that structure in order to ensure effective oversight and operations. The Board believes that the question ofregularly evaluates whether to separate or combine the roles of Chairman and CEO, should be discussed and determined by the Board from time to time and that itleadership structure depends uponon the current performance of the Company and the experience knowledge and temperamentknowledge of the CEO.

The Currently, the Board separatedhas combined the roles of Chairman and CEO, on July 1, 2016 when Mr. Nosbusch stepped down as President and CEO, while remaining as Chairman, and Mr. Moret became President, CEO and a Board member.

This year the Board reconsidered its leadership structure and determined that it isserves in the best interests of the Company and its shareowners for Mr. Moret to serve as Chairman and CEO effective January 1, 2018. Mr. Nosbusch will continue as a member of the Board.both capacities. The Board believes that this structure will enhanceenhances overall Board effectiveness and interaction with management, and will provideprovides the Company with strong, clear leadership and strategic vision.

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Election of Directors

The Board believes that a unified structure is the right leadership structure for the Company at this time. This model has workedcontinues to work well for us in the past, and we believe it is the right model for us to successfully execute our strategy. In making this decision, the Board consideredconsiders the Company’s performance, operating and governance environment, investor feedback, and the Board’s composition, functioning, and effectiveness. The Board believes that Mr. Moret has the skills, experience and character to provide the Company with strong and effective leadership, including:

The leadership structure of the Board and Company is further strengthened by:

Lead Independent Director, with defined roles and responsibilities set forth in a Lead Independent Director Charter,

Our Guidelines on Corporate Governance require the appointment of a Lead Independent Director in the event the Chairman is a management director. The Board believes that this framework further strengthens the leadership of the Company. In February 2016, the Board first elected Donald R. Parfet to serve as Lead Independent Director. Mr. Parfet is an experienced director having served as a senior executive of a pharmaceutical company and currently serving as leada director of anothertwo other public company, andcompanies, including one of which where he serves as an outside director on three public company boards (in addition tonon-executive chairman. The Board adopted a separate charter for the Company).

In the fall of 2017,Lead Independent Director to formalize existing practices and strengthen the role of the lead independent director, the Board adopted a separate charter for the lead independent director. The duties and responsibilities of the Lead Independent Director include: work to ensure the Board functions with appropriate independence from management and other non-independent directors; preside at all meetings of the Board at which the Chairman is not present; preside at all executive sessions of the independent directors; act as a key liaison between the Chairman, the CEO, and the independent directors; call meetings of the independent directors, when necessary; communicate Board feedback to the Chairman and CEO after each Board meeting (except that the Chair of the Compensation Committee will lead the discussion of the performance of the CEO and communicate the Board’s evaluation of that performance to the CEO); collaborate with the Chairman to develop Board meeting agendas; and perform such other duties as the Board may request from time to time.role.

The Board’s independent oversight function is further enhanced by the fact that all four Committees are comprised entirely of independent directors,because the directors have complete access to management, the Board and thesethe Committees may retain their own advisors, and there is an annual evaluation by the independent Compensation and Talent Management Committee in collaboration with the Lead Independent Director of our CEO’s performance against predetermined goals.goals with input from the other independent directors.

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The Board believesfollowing chart sets forth the currentprimary roles and responsibilities of the Chairman and the Lead Independent Director. We believe the Board’s leadership structure is appropriate for the Company, at this time, providing effective independent oversight of management and ensuring a highly independent, engaged, and functioning Board.

Board Meetings and Committees

BLAKE D. MORET		DONALD R. PARFET
Chairman since 2018		Lead Independent Director since 2016
• Provides strategic vision for the Company as Chairman and CEO • Establishes the agenda for Board meetings • Presides at meetings of the Board • Ensures provision of proper meeting materials and attendance of executives and advisors for meetings of the Board • Consults with the Board Composition and Corporate Governance Committee on matters of corporate governance • Consults with the Board Composition and Corporate Governance Committee on Committee composition • Acts as Chairman of and presides at meetings of shareowners • Calls special meetings of the Board • Consults with the Board Composition and Corporate Governance Committee on leadership structure of the Board • Does not serve on any Committees but attends all Committee meetings		• Works to ensure the Board functions with appropriate independence from management • Acts as a key liaison between the Chairman and the independent directors • Communicates Board feedback to the Chairman after each Board meeting • Collaborates with the Chairman to develop Board meeting agendas • Collaborates with the Compensation and Talent Management Committee to conduct the annual evaluation of the performance of the Chairman and CEO • Collaborates with the Chairman and Board Composition and Corporate Governance Committee on matters related to Board effectiveness • Presides at independent director sessions of the Board • Presides at Board meetings if the Chairman is not present • Calls meetings of the independent directors when necessary • Does not serve on any Committees but attends all Committee meetings

BOARD MEETINGS AND COMMITTEES

Our business is managed under the direction of the Board. The Board has established four standing committees: the Audit Committee, the Board Composition and Corporate Governance Committee, the Compensation and Talent Management Committee, and the Technology and Corporate Responsibility Committee, whose principal functions are briefly described below. Each Committee has a written charter that sets forth the duties and responsibilities of the Committee. Current copies of the Committee charters are available on our website athttps://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspxdefault.aspx.. The Committees review and assess the adequacy of their charters each year and recommend any proposed changes to the Board for approval. During fiscal 2017, each Committee reviewed its charter. The Audit Committee2022, the Board amended its charter to explicitly state that the committee annually reviews whether to change audit firms. The Board Composition and Corporate Governance Committee amended its charter to include responsibilities with respect to the lead independent director. The Compensation Committee amended its charter to make clarifying changes regardingclarify and define its responsibilities with respect to reviewoversight of compensation programsclimate change policies and shareowner approval of executive compensation programs.practices. The Technology and Corporate Responsibility CommitteeBoard did not make any changes to its charter.the Audit Committee, Compensation and Talent Management Committee, and Technology Committee charters during fiscal 2022.

In fiscal 2017,2022, the Board held sevennine meetings and on fourtwo occasions acted by written consent in lieu of a meeting. All of the directors attended 100% (exceptof the meetings except one director who missed one Board and one Committee meeting. All directors attended 88%)89% or more of the meetingstotal number of the Board and the Committeesmeetings. Under our Guidelines on which they served. DirectorsCorporate Governance, directors are expected to attend the Annual Meeting of Shareowners. All of the directors attended the 20172022 Annual Meeting.Meeting of Shareowners.

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INDEPENDENT DIRECTOR SESSIONS

TableThe independent directors meet in executive session without any officer or member of Contents

Election of Directors

Committeesmanagement present in conjunction with regular meetings of the Board and each Committee. The Lead Independent Director presides over independent director sessions of the Board, and Committee Chairs preside over executive sessions of their respective Committees. Following each executive session, the Lead Independent Director and the Committee Chairs discuss with the Chairman and CEO appropriate matters from these sessions.

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Compensation and Talent Management Committee	Fiscal 2017Current Members
ROLES AND RESPONSIBILITIES:	Lisa A. Payne (Chair) Membership Donald R. Parfet(Chair) Betty C. AlewineJ. Phillip Holloman Steven R. Kalmanson Thomas W. Rosamilia William T. McCormick, Jr.Patricia A. Watson Number of Meetings in Fiscal 2017:2022: Four, plus one action taken by written consentFour

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Election of Directors

Compensation Committee

Roles and responsibilities: ●Evaluate the performance of our senior executives, including the CEO. ● • Make recommendations to the Board with respect to executive compensation plans. ● • Review and approve salaries, incentive compensation, equity awards, and other compensation of officers. ● • Review the salary plan for the CEO and other executives who directly report to the CEO. ● • Oversee succession and development plans for senior management. • Review and discuss with the Company’s management strategies and initiatives relating to talent management and employee engagement. • Review and approve corporate goals and objectives. ●Administer our incentive, deferred • Oversee the design and competitiveness of the Company’s overall compensation programs and long-term incentives plans in which officers participate.benefits. ● • Oversee the work and independence of any advisor retained by the Compensation and Talent Management Committee.
INDEPENDENCE:
●Review whether the work of any compensation consultant retained by the Committee raises any conflict of interest. • Independence: ●All members of the Compensation and Talent Management Committee are independent directors as defined by the NYSE and are not eligible to participate in any of our compensation plans or programs, except our 2003 Directors Stock2020 Long-Term Incentives Plan for annual retainer fees in the form of equity awards and Directors Deferred Compensation Plan.
ROLE OF INDEPENDENT COMPENSATION CONSULTANTS:
• Role of Executive Officers: ●The Chief Executive Officer and certain other executives assist the Committee with its review of compensation of our officers. See “Executive Compensation — Compensation Discussion and Analysis — Compensation Review Process” below. Role of Compensation Consultants: ●The Compensation and Talent Management Committee has engaged Willis Towers Watson, an executive compensation consulting firm that is directly accountable to the Compensation and Talent Management Committee, to provide advice on compensation trends and market information to assist the Compensation and Talent Management Committee in fulfilling its duties, including the following responsibilities: review executive compensation and advise of changes to be considered to improve effectiveness consistent with our compensation philosophy; provide market data and recommendations on CEO and other executive compensation; review materials for Committee meetings and attend Compensation and Talent Management Committee meetings; and advise the Compensation and Talent Management Committee on best practices for governance of executive compensation as well as areas of possible concern or risk in the Company’s programs. The Compensation and Talent Management Committee annually reviews the performance and independence of the consultants annually.consultants. ● • Willis Towers Watson (and its predecessors Towers Watson and Towers Perrin) has servedserves as the Compensation and Talent Management Committee’s advisor for fourteen years, wasand is directly engaged by and is accountable to the Compensation and Talent Management Committee, and has not been engaged by management for other services, except as described below.in this section. During fiscal 2017,2022, Willis Towers Watson was paid $113,000approximately $187,000 for executive compensation advice, other services to the Compensation and Talent Management Committee, and director compensation advice and other services to the Board Composition and Corporate Governance Committee. During fiscal 2017,2022, Willis Towers Watson was also paid $2,793,000,approximately $3,537,000, of which $2,421,000$3,088,000, or 87%, was for core actuarial services and $372,000$449,000, or 13%, was for other human resourceresources services to the Company and its benefit plans. The engagements for these other services were recommended by management and approved by the Compensation and Talent Management Committee.		Fiscal 2017 Membership William T. McCormick, Jr. (Chair) J. Phillip Holloman Lawrence D. Kingsley Lisa A. Payne Number of Meetings in Fiscal 2017:Four, plus four actions taken by written consent

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Election of Directors

In fiscal 2017,2022, the Compensation and Talent Management Committee selectedutilized Willis Towers Watson to serve as its independent compensation consultant after assessing the firm’s independence, taking into consideration the following factors, among others: ●In January 2016, Towers Watson • The Compensation and Willis merged to form Willis Towers Watson. In January 2010, Towers Perrin merged with Watson Wyatt — the Company’s long-time actuary — to create Towers Watson. The Committee’s relationship with the compensation consultants at Towers Watson pre-dates the 2010 merger by over six years. ●The Willis Towers Watson consultants to the Committee have worked with the Committee since Towers Perrin was engaged by the Committee in November 2003; their performance and counsel over this period have indicated objectivity and independence. ●TheTalent Management Committee’s oversight of the relationship between the Company and Willis Towers Watson mitigates the possibility that management could misuse other engagements to influence Willis Towers Watson’s compensation work for the Compensation and Talent Management Committee. ● • Willis Towers Watson has adopted internal safeguards to ensure that its executive compensation advice is independent and has provided the Compensation and Talent Management Committee with a written assessment of the independence of its advisory work to the Compensation and Talent Management Committee for fiscal 2017.2022. ● • The Compensation and Talent Management Committee retains ultimate decision-making authority for all executive pay matters and understands Willis Towers Watson’s role is simply that of advisor. ● • There are no significant business or personal relationships between Willis Towers Watson and any of our executives or members of the Compensation and Talent Management Committee. Based on this assessment, the Compensation and Talent Management Committee has concluded that it is receiving objective unbiased and independent advice from Willis Towers Watson and that its work for the Company does not raise any conflict of interest. The Compensation and Talent Management Committee intends to continue to oversee all relationships between the Company and Willis Towers Watson to ensure that the Compensation and Talent Management Committee continues to receive unbiasedobjective compensation advice from Willis Towers Watson. In addition, the Compensation and Talent Management Committee will review and approve the type and scope of all services provided by Willis Towers Watson and the amounts paid by the Company for such services.

Betty C. Alewine(Chair)

Technology and Corporate Responsibility Committee

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Technology Committee	Current Members
ROLES AND RESPONSIBILITIES:	Thomas W. Rosamilia (Chair) William P. Gipson Pam Murphy Robert W. Soderbery Patricia A. Watson Number of Meetings in Fiscal 2022: Roles and responsibilities:Four
● • Review and assess our innovation and technology matters.matters, including investments in technology, research and development, technology initiatives, and our strategy and approach to technical talent management. ● • Assist in oversight of risks associated with technology, information security, product and service security, software, emerging technologies, and technical talent. • Review and assess practices with respect to customer needs for technology development and messaging and marketing of our policiestechnologies. • Periodically review our intellectual property strategy and practices regarding corporate responsibility matters, including matters in the following areas: diversity and inclusion; environmental protection and sustainability; product safety; employee health and safety; and community relations, including programs for and contributions to educational, cultural and other social institutions.activities.
INDEPENDENCE:
• Independence: ●All members of the Technology Committee are independent directors as defined by the NYSE.		Fiscal 2017 Membership Betty C. Alewine(Chair) J. Phillip Holloman Steven R. Kalmanson James P. Keane Thomas W. Rosamilia Patricia A. Watson Number of Meetings in Fiscal 2017:Three

Independent Director Sessions

The independent directors meet in executive session without any officer or member of management present in conjunction with regular meetings of the Board. The Lead Independent Director presides over executive sessions. Following each executive session, the Lead Independent Director discusses with each of the Chairman and CEO appropriate matters from these sessions.

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BOARD PROCESSES

BOARD AND COMMITTEE EVALUATIONS

Table of Contents

Election of Directors

Board Processes

Board and Committee Evaluations

The Board and its Committees conduct self-assessments annually at their October/November meetings (other than the Technologymeetings. The Board Composition and Corporate ResponsibilityGovernance Committee annually reviews the style and manner in which conductsthe evaluations will be conducted to ensure they are effective for the Company and its annual self-assessment in February).strategy. The Board will vary its evaluation approach based on the needs of the Board at any given time and change it from time to time to enable different forms of feedback. The Board uses different approaches for its evaluations, including written questionnaires and in-depth confidential interviews with individual directors conducted by the Chair of the Board Composition and Corporate Governance Committee, and meetings with certain members of management, and has explored the use of a third-party facilitator. The Chair of the Board Composition and Corporate Governance Committee oversees the process.Board evaluation process, including the evaluation of the Lead Independent Director. The current annual evaluation process is summarized below.

|Action ACTION	Description| DESCRIPTION
	The Board Composition and Corporate Governance Committee annually reviews the manner in which it conducts evaluations.
PREPARATION APPROACH
	Each director receives materials for the annual evaluation of (i) the Board’s performance and contributions of individual directors, and (ii) his or her Committees.Committees, and (iii) Lead Independent Director performance. The materials include the Board and Committee self-assessment process, Committee charters, and suggested topics for discussion. discussion, and information on attendance, Committee composition, and meeting agenda items.
PREPARATION
PERFORMANCE REVIEW	Each director is asked to consider a list of questions to assist with the evaluation of the Board, individual directors, and Committees, including topics such as Board composition, Committee composition and effectiveness, the conduct and effectiveness of meetings, quality of discussions, roles and responsibilities, quality and quantity of information provided, opportunities for improvement, and follow through on recommendations. As part of this process, directors are asked to provide feedback on the performance of other directors.
INTERVIEWS	Thedirectors, including the Lead Independent Director. For fiscal 2022, the Chair of the Board Composition and Corporate Governance Committee conducts in-depth confidential interviewsheld meetings with each director and certain senior executives to discuss Board, Committee, and individual director performance. In 2017, the Chairman had separate interviews with each director to discuss Lead Independent Director performance. obtain their feedback.
PERFORMANCE REVIEW
CORPORATE GOVERNANCE REVIEW	The Board reviews its Guidelines on Corporate Governance, including the guidelines for determining director independence, and revises them as appropriate to promote effective board functioning, and receives reports from the General CounselChief People and Legal Officer on recent governance developments, regulations, and best practices. Each Committee reviews its charter and confirms compliance with all charter requirements. In addition, the Board Composition and Corporate Governance Committee reviews the Board Membership Criteria.
CORPORATE GOVERNANCE REVIEW
EVALUATION REPORT	The Chair of the Board Composition and Corporate Governance Committee prepares a written report summarizing the annual evaluation of Board performance, including findings and recommendations. The report is reviewed and discussed by the Board Composition and Corporate Governance Committee and then distributed to the Board for consideration and discusseddiscussion at the next Board meeting. The Committee chairsChairs report to the Board on their Committee evaluations, noting any actionable items. Past evaluations have addressedidentified a wide range of topics for Board focus such as strategy, boardBoard communications, risk management, acquisitions, and succession planning.
EVALUATION REPORT
ACTIONABLE ITEMS	The Board and Committees address areas of focus and any actionable items throughout the year.
ACTIONABLE ITEMS

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DIRECTOR EDUCATION

Table of Contents

Election of Directors

Director Education

Our Board believes in continuous improvement of boardBoard effectiveness and functioning as well as development of individual skills and knowledge. All new directors are required to participate in our director orientation program to familiarize them with the Company’s business, strategic plans, significant financial, accounting, and risk management issues, ethics and compliance programs, corporate governance practices, sustainability strategy, principal officers, and internal and independent auditors.auditor.

We alsoOur directors participate in our annual ethics training. In addition, we provide directorsthe Board with regular presentations and memoranda on key business, governanceESG, and other important topics intended to assisthelp directors stay current on practices and emerging issues and in carrying out their responsibilities.responsibilities, with focus last year on global regulatory changes and sustainability. Directors from time to timetime-to-time tour Company facilities and attend our trade shows and investor events. In addition, directorsDirectors also receive presentations and reports from our auditors, consultants, and other outside advisors and participate in outside continuing education programs to increase their knowledge and understanding of the duties and responsibilities of directors and the Company, regulatory developments, emerging trends, and best practices.

Related Person Transactions

RELATED PERSON TRANSACTIONS

The Board adoptedhas a written policy regarding how it will review and approve related person transactions (as defined below). The Board Composition and Corporate Governance Committee is responsible for administering this policy. The policy is available on our website athttps://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx.

The policy defines a related person transaction as any transaction in which the Company is or will be a participant, in which the amount involved exceeds $120,000, and in which any director, director nominee, executive officer or more than 5% shareownerRelated Person or any of their immediate family members has or will have a direct or indirect material interest. Related Persons include directors, director nominees, executive officers, and shareowners who own more than 5% of the Company’s securities. The policy sets forth certain transactions, arrangements, and relationships not reportable under SEC rules that do not constitute related person transactions.

Under this policy, each director, director nominee and executive officer must report each proposed or existing transaction between us and that individual or any of that individual’s immediate family members to our General Counsel.Chief Legal Officer. Our General CounselChief Legal Officer will assess and determine whether any transaction reported to her, or of which she learns, constitutes a related person transaction. If our General CounselChief Legal Officer determines that a transaction constitutes a related person transaction, she will refer it to the Board Composition and Corporate Governance Committee. If a reported transaction involves the Chief Legal Officer or any immediate family member, the assessment and determination will be made by the Chief Financial Officer and referred to the Board Composition and Corporate Governance Committee, as appropriate. The Board Composition and Corporate Governance Committee will approve or ratify a related person transaction only if it determines that the transaction is in, or is not inconsistent with, the best interests of the Company and its shareowners. In determining whether to approve or ratify a related person transaction, the Board Composition and Corporate Governance Committee will consider factors it deems appropriate, including:

●	the fairness to the Company;
●	whether the terms of the transaction would be on the same basis if a related person was not involved;
●	the business reasons for the Company to participate in the transaction;
●	whether the transaction may involve a conflict of interest;
●	the nature and extent of the related person’s and our interest in the transaction; and
●	the amount involved in the transaction.

●

the fairness to the Company;

●

whether the terms of the transaction would be on the same basis if a related person was not involved;

●

the business reasons for the Company to participate in the transaction;

●

whether the transaction may involve a conflict of interest;

●

the nature and extent of the related person’s and our interest in the transaction; and

●

the amount involved in the transaction.

There are no related person transactions to report in this proxy statement.

Rebecca W. House, the Company’s Senior Vice President, General Counsel and Secretary, is married

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Back to a partner in the law firm of Foley & Lardner LLP (Foley). The Company has used Foley to perform various legal services for many years, significantly predating Ms. House joining the Company in January 2017. Ms. House’s spouse does not have a material interest in Foley’s relationship with the Company because he is not involved in providing or supervising services that Foley performs for the Company, he does not receive any direct compensation from the fees the Company pays to Foley, and those fees in the last fiscal year were less than one-half of one percent of Foley’s annual revenues. Under the Company’s related person transactions policy, the Board Composition and Governance Committee reviewed the Company’s relationship and transactions with Foley and concluded that they comply with the policy and do not constitute related person transactions. The Committee also approved additional guidelines that require the Company’s CFO to review and pre-approve any recommendations to engage Foley for legal services. The Company elected to voluntarily disclose its relationship with Foley in this proxy statement.Contents

CORPORATE GOVERNANCE DOCUMENTS

Corporate Governance Documents

You will find current copies of the following corporate governance documents on our website athttps://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx:

●	Board of Directors Guidelines on Corporate Governance
●	Audit Committee Charter
●	Compensation Committee Charter
●	Board Composition and Governance Committee Charter
●	Technology and Corporate Responsibility Committee Charter
●	Lead Independent Director Charter
●	Code of Conduct
●	Related Person Transactions Policy
●	Executive Compensation Recoupment Policy
●	Shareowner Communications to the Board and Ombudsman
●	Certificate of Incorporation
●	By-laws

●

Board of Directors Guidelines on Corporate Governance

●

Audit Committee Charter

●

Compensation and Talent Management Committee Charter

●

Board Composition and Corporate Governance Committee Charter

●

Technology Committee Charter

●

Lead Independent Director Charter

●

Code of Conduct

●

Related Person Transactions Policy

●

Hiring Policy for Employees of Outside Auditor

●

Executive Compensation Recoupment Policy

●

Shareowner Communications to the Board and Ombudsman

●

Certificate of Incorporation

●

By-laws

We will provide printed copies of any of these documents to any shareowner upon written request to Rockwell Automation Shareowner Relations, 1201 South Second Street, Milwaukee, WI 53204, USA.

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ELECTION OF DIRECTORS

BOARDOFDIRECTORS

INTRODUCTION

Table of Contents

Election of Directors

Board of Directors

Introduction

Our certificate of incorporation provides that the Board of Directors will consist of three classes of directors serving staggered three-year terms that are as nearly equal in number as possible. One class of directors is elected each year with terms extending to the third succeeding Annual Meeting after election.

The terms ofBoard has nominated four directors expirefor election at the 2018this Annual Meeting. The Board has nominated all four of these current directors, upon the recommendation of the Board Composition and Corporate Governance Committee, for election as directors with terms expiring at the 20212026 Annual Meeting.

Proxies properly submitted will be voted at the meeting, unless authority to do so is withheld, for the election of the four nominees specified inNominees for election as directorsbelow, subject to applicable NYSE regulations. If for any reason any of these nomineesis not a candidate when the election occurs (which is not expected), proxies and shares properly authorized to be voted will be voted at the meeting for the election of a substitute nominee. Alternatively, the Board may decrease the number of directors.

The Board has adopted Guidelines on Corporate Governance that contain general principles regarding the responsibilities and function of our Board and Board Committees. The Guidelines on Corporate Governance set forth the Board’s governance practices with respect to leadership structure, Board meetings and access to senior management, director compensation, director qualifications, Board performance, management development and succession planning, director stock ownership, and enterprise risk management. The Guidelines on Corporate Governance are available on our website athttps://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx.default.aspx.

Nomination Process

DIRECTOR INDEPENDENCE

Our Guidelines on Corporate Governance require that a substantial majority of the members of the Board be independent directors. For a director to be independent, the Board must affirmatively determine that the director has no direct or indirect material relationship with the Company. The Board has established guidelines, which are contained in our Guidelines on Corporate Governance, to assist it in determining director independence in conformity with the NYSE listing requirements. These guidelines are available on our website at https://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx.

After considering these guidelines and the independence criteria of the NYSE, the Board has determined that none of the current directors, other than Mr. Moret (who is a current employee of the Company), have a material relationship with the Company and each of the directors, other than Mr. Moret, is independent. As part of the independence determination for Mr. Soderbery, the Board took into account the consulting relationship disclosed on page 31, which terminated prior to his appointment as a director, and the Board determined he was independent. In making this determination the Board evaluated Mr. Soderbery’s prior consulting relationship and concluded that it was not a material relationship.

NOMINATION PROCESS

The Board Composition and Corporate Governance Committee is responsible for screening potential director candidates and recommending qualified candidates to the full Board.

The Committee will consider director candidates recommended by shareowners. Shareowners can recommend director candidates by writing to the Corporate Secretary at Rockwell Automation, 1201 South Second Street, Milwaukee, Wisconsin 53204, USA. The recommendation must include the candidate’s name, biographical data and qualifications, and any other information required by the SEC to be included in a proxy statement with respect to a director nominee. Any shareowner recommendation must be accompanied by a written statement from the candidate indicating his or her willingness to serve if nominated and elected. The recommending shareowner also must provide evidence of being a shareowner of record of our common stock at that time.

In addition to recommending director candidates to the Committee, shareowners may nominate candidates for election to the Board directly at the annual shareowner meetingAnnual Meeting by following the procedures and providing the information set forth in our by-laws. See ““Shareowner Proposals for 20192024 Annual Meeting”Meeting” set forth later in this proxy statement. Eligible shareowners may also use our proxy access by-law to nominate candidates for election to our Board provided the shareowners and nominees satisfy specified requirements.

The Committee, the Chairman the Chief Executive Officerand CEO, or other members of the Board may identify a need to add new members to the Board or fill

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a vacancy on the Board. In that case, the Committee will initiate a search for qualified director candidates, seeking input from senior management and Board members, and to the extent it deems it appropriate, outside search firms. The Committee will evaluate qualified candidates and then make its recommendation to the Board.

DIRECTOR QUALIFICATIONS

In making its recommendations to the Board with respect to director candidates, the Committee considers various criteria set forth in our Board Membership Criteria (see Exhibit A to the Committee’s Charter), including experience, professional background, specialized expertise, diversity, and concern for the best interests of shareowners as a whole. In addition, directors must be of the highest character and integrity, be free of conflicts of interest with the Company, and have sufficient time available to devote to the affairs of the Company. The Committee from time to time reviews with the Board our Board Membership Criteria.

The Committee will evaluate properly submitted shareowner recommendations under substantially the same criteria and in substantially the same manner as other potential candidates.

In July 2017, the Board elected a new independent director to the Board, Patricia A. Watson. The Board Composition and Governance Committee led the search process. Ms. Watson was identified by another Board member.

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Table of Contents

Election of Directors

Director Qualifications

We believe that our directors should possess the highest character and integrity and be committed to working constructively with others to oversee the management of the business and affairs of the Company. Our Board Membership Criteria provideprovides that our directors should (i) have a variety of experience and backgrounds, (ii) have high level managerial experience or be accustomed to dealing with complex problems, and (iii) represent the balanced best interests of all shareowners, considering the overall composition and needs oftheof the Board and factors such as diversity, age, and specialized expertise in the areas of corporate governance, finance, industry, international operations, technology, and risk management. The Board Membership Criteria attach importance to directors’ experience, ability to collaborate, integrity, ability to provide constructive and direct feedback, lack of bias, and independence. Our Board seeks to maintain members with strong collective abilities that allow it to fulfill its responsibilities.

BOARD SKILLS, QUALIFICATIONS, AND EXPERIENCE

The Board has determined that all of the Company’s directors are financially literate and possess the skills, judgment, experience, reputation, and commitment to make a constructive contribution to the Board. In addition, there are seven distinct sets of skills or experience described below that we believe should be represented on our Board to enable the Board to effectively fulfill its governance responsibilities and provide guidance to the management team on the Company’s strategy and execution of that strategy. The Board Composition and Corporate Governance Committee strives to ensure that our directors have an appropriate balance of these talents.

Independence		CurrentSkills and Former CEOsExperience
	Relevance to Rockwell Automation’s Strategy		No. of Directors
Board TenurePublic Company CEO or Executive Leadership, including hands-on responsibility for strategic and operational planning, financial reporting, compliance, risk management and mitigation, and human capital management, and a track record of success in a complex multinational organization and in delivering organic and inorganic growth strategies. Specific attributes include: ability to manage complexity, ethical approach to conducting business, ability to resolve conflict and build consensus, and ability to lead high-functioning teams.		Rockwell Automation is a large global public company with complex organizational, operational, and business processes. Directors with experience leading large companies provide unique insights on strategy and operations needed to drive strong results and achieve enterprise goals.
AgeGlobal Business, including a track record of growing market share and revenue in markets around the world; an understanding of how to drive growth in both mature and emerging markets, as well as regulated and free markets; and insight into the talent needs of diverse geographic markets.		Rockwell Automation does business in more than 100 countries. Our global presence is important to our competitive advantage. Directors who understand global business opportunities and challenges and global talent needs provide guidance on how to drive growth in markets around the world.
Financial/Accounting, including an understanding of finance and financial reporting processes for public companies, and awareness of strategies to ensure accurate and compliant reporting and robust financial controls. Directors with a financial/accounting background may meet regulatory requirements to be deemed a “Financial Expert”.		Rockwell Automation’s business involves complex financial transactions and reporting. Directors with a high level of financial literacy assist in evaluating our financial position, capital structure, financial strategy, and financial reporting.

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Skills and Experience		Relevance to Rockwell Automation’s Strategy		No. of Directors
Industry/Operational/Manufacturing, including experience in industrial automation and information, knowledge of markets and vertical market segments, exposure to OT and IT and familiarity with operational processes across end markets (discrete, hybrid, continuous process), and experience in overseeing manufacturing operations or in developing, marketing, and delivering services/solutions to address manufacturing needs.		Experience in industrial automation and manufacturing industries is key to providing guidance on our growth and performance strategy. Directors with this type of experience provide insight on marketplace dynamics and key performance indicators to drive our strategic plan and business operations.
Relevant Technology and Innovation, including experience in leveraging software technology to solve customer issues, proficiency in commercializing disruptive innovations and developing innovative business models, and knowledge of digitization, mobility, cybersecurity, data management and analysis, and integrated software/hardware.		Rockwell Automation is committed to enabling the next generation of smart manufacturing and The Connected Enterprise. As a company focused on technology and innovation, we value directors with technology experience and knowledge, who can provide important insights on our innovation strategy and execution of that strategy.
Sales and Marketing, including experience growing market share/revenue through innovative marketing and effective selling, a history of building brand awareness and equity, knowledge of how to enhance enterprise reputation and image, an understanding of the voice of the customer and the power of differentiating a brand in a way that is compelling to target customers, and experience in building durable and profitable as-a-service revenue streams.		Rockwell Automation seeks to grow market share and build brand awareness. Directors with experience in marketing and selling provide effective oversight of this aspect of our growth and performance strategy.
Risk and Governance Oversight, including experience serving on other public company boards and/or committees; a history of overseeing, managing, and mitigating risks, including cybersecurity, product security, regulatory compliance, intellectual property, and customer management; and an understanding of how to assess and develop strategies to address ESG matters, including corporate culture, sustainability, climate change, corporate responsibility, and social issues.		Rockwell Automation prioritizes corporate governance and responsibility. In the ordinary course of business we face various risks, including operating, regulatory compliance, information security, financial, and customer management. An understanding of these matters, and experience addressing them, is important for oversight of enterprise risk management and risk mitigation. Directors who have experience with ESG matters support our goals to evolve our culture with employees who can and want to do their best work and to contribute to the communities where we live and work.

Capabilities and Experience

BOARD REFRESHMENT, TENURE, AND DIVERSITY

OurA continuing priority of the Board is carefullyensuring the Board is composed to includeof directors withwho bring diverse perspectives and viewpoints and have a diverse rangevariety of skills, experience, perspectiveexperiences, and expertise, which empowers itbackgrounds to provide sound guidance relevantenable the Board to effectively fulfill its governance responsibilities and represent the Company’s scope, strategy, operations, and growth and profitability objectives.

Leadership

Eachlong-term interests of our directors has significant experienceshareowners. The Board is mindful that director tenure is an important consideration in leadership roles in large companies, with 50 percent holding or having held CEO positions. Generally people with strong leadership skills provide unique insights and are familiar with complex business strategy and operations and leadership development. We believe this type of leadership experience is valuable to the Board.

International

Our global presence is important to our competitive advantage. Many of our directors have significant international business experience, which provides them with a deep understanding of our position in global markets and regional and local challenges.

Finance

As a public company operating in over 80 countries, we are subject to broad financial regulations and reporting. To address the needs of the Company, all of our directors have a high level of financial literacy, an understanding of complex global financial transactions, and four of our Audit Committee members are audit committee financial experts as defined by the SEC. All of our directors and nominees have relevant experience in accounting and financial reporting, corporate finance and audit committee functions.

Industry

We seek directors who have an understanding of the industries we serve. Several of our directors have experience with technology and manufacturing companies, including automation, consumer products, energy, industrial products, semiconductors, software and pharmaceuticals. This type of experience is important to the Board’s oversight of the Company’s strategic plan and business operations.

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Election of Directors

Risk

In the ordinary course of our business, we face various strategic, operating, compliance and financial risks. We believe that an understanding of these risks is important for directors to provide oversight of enterprise risk management and risk mitigation. All of our directors and nominees have extensive and broad experience in risk oversight.

Technology

Our Company is committed to enabling the next generation of smart manufacturing and The Connected Enterprise. As a Company focused on technology innovation, we seek directors with technology and engineering backgrounds. Several of our directors have extensive technology experience, cyber security experience and degrees in engineering.

Diversityevaluating Board composition.

The Board does not have a formal policy with respect to diversity but recognizes the value of a diverse Board and thus has included diversity as a factor that is taken into consideration in its Board Membership Criteria.

When it considers the composition of the Board, especially when adding new directors, the Board Composition and Governance Committee assesses the skills and experience of Board members and compares them to the skills that might benefit the Company in light of the current Board composition. The Committee seeks people with a variety of occupational and personal backgrounds to ensure that the Board benefits from a range of perspectives and to enhance the diversity of the Board in such areas as experience, geography, race, gender and ethnicity. When selecting director candidates, the Committee may establish specific skills, experiences or backgrounds that it believes the Board should seek in order to achieve balance and effectiveness.

The Board believes that it is important that its members reflect diverse viewpoints so that, as a group, the Board includes a sufficient mix of perspectives to allow the Board to best to fulfill its responsibilities to shareowners.

Board Refreshment and Tenure

A continuing priority of the Board is ensuring the Board is composed of directors who bring diverse perspective and viewpoints and have a variety of skills, experiences and backgrounds to enable the Board to effectively represent the long-term interests of shareowners.

The Board is mindful that director tenure can be relevant to the Board’s performance. The Board believes that this is a matter thattenure should be discussed and evaluated by the Board from time to time and it depends on the Board’s current situation and the needs of the Company.

Our The Board believes that it contains an ideal balance of newer and longer-tenured directors, so we get the benefit of both fresh perspectives and extensive experience. Three currentThe Board’s average tenure is less than seven years, with three directors have served for more than ten years, while six directors were added to the Board in the past fivethree years. The Board believes its current tenure mix is appropriate for the Board at this time and recognizes the merits of a board with balanced tenure. Our directors with longer service are highly valued for their experience and Company-specific knowledge. They have a deep understanding of our business, provide historical context inas the Board considerations of Companyreviews and evaluates the Company’s strategy, and enhance Board dynamics and the Board’s relationship with management.

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The Board regularly reviews director succession and the mix of Board composition, diversity, and experience, especially when adding a new member. As part of this process, the Board evaluates the contributions and tenure of current Board members and compares them to the skills that might benefit the Company in light of emerging needs. The Board seeks people with a variety of occupational and personal backgrounds to ensure that the Board benefits from a range of perspectives and to enhance theincrease its diversity of the Board.in such areas as experience, geography, race, gender, and ethnicity. The Board also conducts annual self-assessments and director evaluations. The Board believes it is in the best position to determine the appropriate length of service for a director and overall board tenure, with its current mix providing for a highly effective and functioning Board. In addition to director refreshment, the Board considers refreshment of continuing directors at the Board Committee level by regularly evaluating and rotating Committee Chairs and members. In February 2020, the Board updated its Guidelines on Corporate Governance to implement formal term limits for directors in order to ensure proper Board refreshment and alignment of director attributes and skills with the Company’s evolving strategy. A non-management director will not be nominated for re-election to the Board after he or she has served on the Board for 15 years or, if earlier, attained age 72, subject to limited exceptions for up to one additional three-year term.

Shareowner Alignment

SHAREOWNER ALIGNMENT

Our Board believes its interests are aligned with shareowners, both economically and in carrying out its responsibilities toresponsibility of oversight of the CompanyCompany’s strategic priorities and its shareowners.the creation of shareowner value.

Our director compensation program is designed to align director compensation directly with the interests of shareowners by paying a meaningful portion of director compensation in shares of our common stock. To further align their interests with shareowners, directors can defer cash fees to restricted stock units that are paid out in shares. In addition, directors are subject to stock ownership requirements. They are required to own shares of our common stock equal in value to five times the portion of the annual retainer payable in cash (with the cash retainer for fiscal 20172022 at $87,500). All current directors exceed$107,500) and may not sell any shares of our common stock until their ownership guidelines except Mr. Rosamilia, who joined the Board in 2016, and Ms. Watson, who joined the Board in 2017, and they are on track to meet the requirements within the five-year transition period contained in our stock ownership guidelines.requirements are met. None of our directors receive compensation for their Board service from any source other than the Company.

We seek to maintain a Board with experienced leaders who are familiar with governance issues and compliance with the laws and regulations applicable to our business. Our Board monitors shareowner views and considers shareowner feedback and perspectives in establishing and evaluating Company policies and practices.

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Election of Directors

Director Independence

Our Guidelines on Corporate Governance require that a substantial majority of the members of In November 2022, the Board be independent directors. For a director to be independent, the Board must affirmatively determine that the director has no direct or indirect material relationship with the Company. The Board has established guidelines, which are contained in ourupdated its Guidelines on Corporate Governance to assist it in determining director independence in conformity with the NYSE listing requirements. These guidelines are available on our website athttps://ir.rockwellautomation.com/corporate-governance/governance-documents/default.aspx.

After considering these guidelines and the independence criteria of the NYSE,implement a policy requiring directors to notify the Board has determined that none of the current directors, other than Mr. Nosbusch (who isbefore accepting a former employee of the Company) and Mr. Moret (who is a current employee of the Company), have a material relationship with the Company and each of these directors (other than Mr. Nosbusch and Mr. Moret) is independent. There were no transactions, relationships or arrangements that required review byleadership position on another public company board. This requirement allows the Board for purposes of determining director independence in fiscal 2017.to evaluate any increased responsibilities and confirm that our directors can continue to commit the time necessary to fulfill their responsibilities to our shareowners.

Summary

SUMMARY

We have provided certain information about the capabilities, experience and other qualifications of our directors in their biographies and as set forth above.profiles. The Board considered these qualifications in particular in concluding that each current director is qualified to serve as a director of the Company. In addition, the Board has determined that each director is financially literate and possesses the skills, judgment, experience, reputation, and commitment to make a constructive contribution to the Board.

Director Nominees and Continuing Directors

For each director nominee and continuing director, we have stated the person’s name, age (as of December 1, 2017) and principal occupation; the position, if any, with the Company; the period of service as a director of the Company (or a predecessor corporation); and other directorships held.ROCKWELL AUTOMATION  |  FY2022 PROXY STATEMENT    22

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Nominees for Election as Directors with Terms Expiring in 2021Back to Contents

ITEM 1. DIRECTOR NOMINEES AND CONTINUING DIRECTORS

NOMINEES FOR ELECTION AS DIRECTORS WITH TERMS EXPIRING IN 2026

William P. Gipson
Betty C. AlewineAge  65 Director Since:since: 2000 Age:69 2020 Committees: Board Composition &and Corporate Governance and Technology & Corporate Responsibility (Chair) INDEPENDENT	Independent Key Qualifications:Leadership, International, Finance, Risk Retired President Enterprise Packaging Transformation and Chief Diversity and Inclusion Officer, The Procter & Gamble Company (consumer goods company)
	EXPERIENCE:
	Mr. Gipson served as President Enterprise Packaging Transformation and Chief Diversity and Inclusion Officer of Procter & Gamble from 2017 until his retirement in 2019. He joined Procter & Gamble in 1985 and held management positions of increasing responsibility including serving as Senior Vice President of Research and Development, Asia Innovation Centers in Singapore, Japan and China from 2015 to 2017, and Beauty Care Sector Senior Vice President for R&D from 2011 to 2015.
	OTHER LEADERSHIP POSITIONS:
	Mr. Gipson has been a director of ManpowerGroup since November 2020 where he serves on the People, Culture and Compensation committee. He also serves on several not-for-profit Boards, including CityLink and University of Alabama STEM Pathway to an MBA and previously served on the Boards of the Executive Leadership Council, The United Negro College Fund, and The National Action Council for Minorities in Engineering.
	QUALIFICATIONS:
	Mr. Gipson brings extensive leadership, innovation, business transformation, and global business experience to the Board. He leverages his experience as a former top executive for a global public company to guide the Company in the areas of product, packaging, and process innovation and market expansion. He also concurrently served as Chief Diversity and Inclusion Officer for eight years until his retirement, which adds robust and knowledgeable experiences to draw from in the Board’s role in oversight of Company culture and diversity and inclusion initiatives. Mr. Gipson has international management experiences having served in leadership roles in South America and Singapore supporting Procter & Gamble’s business in each region, in particular creating a half billion dollar business for a product new to South America. Mr. Gipson received his Bachelor of Science degree in Chemical Engineering from the University of Alabama.
	KEY QUALIFICATIONS:
	• Executive Leadership • Industry/Operational/Manufacturing • Relevant Technology and Innovation	• Financial/Accounting • Risk and Governance Oversight • Global Business

Pam Murphy
Age 49 Director since: 2019 Committees: Audit Technology INDEPENDENT	Chief Executive Officer, COMSATImperva, Inc. (cybersecurity and software services provider)
	EXPERIENCE:
	Ms. Murphy is Chief Executive Officer of Imperva, Inc., a cybersecurity software and services provider. Before assuming her current role, she served as Chief Operating Officer for Infor, Inc., a global leader in business cloud software products for industry-specific companies and markets, having joined Infor in 2010. Prior to Infor, Ms. Murphy spent 11 years at Oracle Corporation, (now partwith responsibility for global sales operations, consulting operations in Europe, the Middle East, and Africa, and field finance for Oracle’s global business units. Before Oracle, she provided strategy, direction, and counsel to clients at Andersen Consulting and Arthur Andersen.
	OTHER LEADERSHIP POSITIONS:
	Ms. Murphy has been a director of Lockheed Martin Corporation) (global satellite servicesMeridianLink, Inc., a leading provider of cloud-based software solutions for financial institutions, since July 2021, where she serves on the Audit Committee.
	QUALIFICATIONS:
	As Chief Executive Officer of Imperva, Ms. Murphy brings strong leadership and digital networking servicesoperational experience to the Board. She has extensive technology, business development and technology)strategy, global business, and finance experience. This expertise and Ms. Murphy’s strong executive leadership and risk management skills were gained in her current role and in previous roles as Chief Operating Officer of Infor, Inc., a global leader in business cloud software products (2011-2019), Senior Vice President, Corporate Operations of Infor (2010-2011), and as Oracle’s Vice President, Finance & Operations (2007-2010) and Consulting Operations for Europe (2000-2007). Her background and expertise in leading technology companies include a wide range of responsibilities for global operational and financial functions, which aids in the provision of Board oversight in these areas. Ms. Murphy’s experience with leading and building teams to sell to the manufacturing industry, go-to-market solutions, and leading sales and marketing functions brings additional depth to her role on the Board. Ms. Murphy received her Bachelor of Commerce in Accounting and Finance from the University of Cork, Ireland.
	KEY QUALIFICATIONS:
	• Executive Leadership • Financial/Accounting • Global Business • Industry/Operational/Manufacturing	• Sales and Marketing • Risk and Governance Oversight • Relevant Technology and Innovation

ROCKWELL AUTOMATION  |  FY2022 PROXY STATEMENT    23

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Donald R. Parfet
Age 70 Director since: 2008 Lead Independent Director Committees: None INDEPENDENT	Managing Director, Apjohn Group, LLC (business development); General Partner, Apjohn Ventures Fund LP (venture capital fund)
	EXPERIENCE:
	Mr. Parfet has served as Managing Director of Apjohn Group since 2001. Before that, he served as Senior Vice President of Pharmacia Corporation (pharmaceuticals).
	OTHER LEADERSHIP POSITIONS:
	Mr. Parfet has been a director of Kelly Services, Inc. since 2004, where he serves as non-executive Chairman of the Board, and a director of Masco Corporation since 2012, where he serves on the Nominating and Governance and Compensation and Talent Committees. From 2003 until November 2019, Mr. Parfet served as a director of Sierra Oncology, Inc. He also serves as a director or trustee of a number of business, civic, and charitable organizations.
	QUALIFICATIONS:
	Mr. Parfet brings extensive finance and industry experience to the Board. He has served as General Partner of a venture capital fund since 2003. In this role, he is an active investor in early stage pharmaceutical companies, which requires evaluating financial and development risk associated with emerging medicines. During his years at The Upjohn Company and its successor, Pharmacia & Upjohn, he had extensive financial and corporate staff management responsibilities and ultimately senior operational responsibilities for multiple global business units. He is experienced in leading business development, strategic planning, risk assessment, human resource planning, and financial planning and control, as well as the manufacturing of pharmaceuticals, chemicals, and research instruments. Mr. Parfet has board oversight and corporate governance experience from his current service on other boards. Mr. Parfet received his Bachelor of Arts degree in Economics from the University of Arizona and holds an M.B.A. from the University of Michigan.
	KEY QUALIFICATIONS:
	• Executive Leadership • Financial/Accounting	• Industry/Operational/Manufacturing • Risk and Governance Oversight

Robert W. Soderbery
Age 56 Director since: 2022 Committees: Audit Technology INDEPENDENT	Executive Vice President and General Manager, Flash Business, Western Digital Corporation (computer storage)
	EXPERIENCE:
	Mr. Soderbery is Executive Vice President and General Manager, Flash Business for Western Digital Corporation, a position he has held since October 2021. In this role he is responsible for all aspects of the flash memory business, including all portfolio strategy, product development and business results, and engineering and product management teams. Before joining Western Digital, he was President at Uplift, Inc., a fintech company, from 2017 until 2021, where he was responsible for all business, engineering, and operations functions. Prior to joining UpLift, Mr. Soderbery was Senior Vice President and General Manager, Enterprise Products and Solutions, at Cisco Systems.
	QUALIFICATIONS:
	Mr. Soderbery brings strong technology, business development, global business and operational experience to the Board. His experience in previous roles leading technology companies includes building cloud-based platforms, IoT software and hardware solutions, engagement with global customers, manufacturers and suppliers, and leadership of global innovation teams. Mr. Soderbery’s extensive technology experience provides a breadth of knowledge to draw from in the Board’s role of oversight of the Company’s innovations, technology roadmap, and product portfolio. He also brings great depth of knowledge in the review of technology acquisitions, which strengthens the Board’s ability to provide such oversight. Mr. Soderbery received his Master of Science in computer science from Stanford University and Bachelor of Science in electrical engineering from the California Institute of Technology.
	KEY QUALIFICATIONS:
	• Executive Leadership • Global Business • Financial/Accounting	• Industry/Operational/Manufacturing • Relevant Technology and Innovation • Risk and Governance Oversight

ITEM 1: THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION AS DIRECTORS OF THE FOUR NOMINEES DESCRIBED ABOVE.

Experience and Qualifications:
Ms. Alewine was named Chief Executive Officer of COMSAT in July 1996 and served in that position until the merger of COMSAT and Lockheed Martin Corporation in 2000. Ms. Alewine joined COMSAT in 1986 as Vice President of Sales and Marketing, and then served as the Vice President and General Manager and in 1994 as President of COMSAT International, the company’s largest operating unit. Ms. Alewine is a director of New York Life Insurance Company and former director of The Brink’s Company. She also serves as a director or member of a number of civic and charitable organizations.

Ms. Alewine has significant leadership experience having served as the CEO of COMSAT Corporation and executive-level experience with international business operations, strategic business development, technology, sales and marketing and regulatory matters. She contributes valuable experience and knowledge in the areas of finance, risk oversight, audit and corporate governance matters through her service on the boards of other companies. She serves on the Governance (Chair) and Compensation Committees of New York Life Insurance Company and previously served on the Audit (Chair) and Corporate Governance & Nominating Committees of The Brink’s Company. She also has global industrial knowledge having served as the United States representativeROCKWELL AUTOMATION  |  FY2022 PROXY STATEMENT    24

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Back to the Board of Governors of the International Telecommunications Satellite Organization (INTELSAT) and Chairman and Vice Chairman of the INTELSAT Board, as well as on the President’s National Security Telecommunications Advisory Council. Ms. Alewine received an Honorary Doctorate of Engineering from Stevens Institute of Technology for her contributions to the field of satellite communications technology.Contents

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CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2024

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Election of Directors

	J. Phillip Holloman
Age  67 Director Since:since: 2013 Age:Committees:62 Committees: Board Composition and Corporate Governance Compensation and Technology & Corporate ResponsibilityTalent Management INDEPENDENT	Independent Key Qualifications:Leadership, Industry, Risk, Technology Retired President and Chief Operating Officer, Cintas Corporation (corporate identity uniforms and related business services)

Experience and Qualifications:
Mr. Holloman has been President and Chief Operating Officer of Cintas Corporation since 2008.

EXPERIENCE:

Mr. Holloman served as President and Chief Operating Officer of Cintas Corporation from 2008 to July 2018. He joined Cintas in 1996 and served in various positions, including Vice President–Engineering/Construction from 1996 to 2000, Vice President–Distribution/Production Planning from 2000 to 2003, Executive Champion of Six Sigma Initiatives from 2003 to 2005, and Senior Vice President–Global Supply Chain Management from 2005 until 2008.

OTHER LEADERSHIP POSITIONS:

Mr. Holloman has been a director of PulteGroup since November 2020 where he serves on the Audit and Finance & Investment Committees. He joined the BlackRock Fixed Income Board of Directors in June 2021 where he serves on the Audit Committee. He also serves on the Board of Trustees for the University of Cincinnati, as Board Chair for the Urban League of Greater Southwestern Ohio and as a director or member of several educational and civic organizations.

QUALIFICATIONS:

As the retired President and Chief Operating Officer of Cintas, Mr. Holloman brings significant leadership and operational and financial oversight experience to our Board. He has extensive knowledge and experience in the areas of process improvement, operations, sales and marketing, and management. During his tenure, he led teams that built 37 new Cintas rental processing facilities and standardized the utilization of automated processing equipment systems. In that time, he also led his functions’ succession planning, improvement of diversity and inclusion practices, and the creation of staff development plans, and served as executive champion of the supplier diversity initiative. He also implemented a process that reduced the time it took to achieve target operating efficiency by 75 percent. In the areas of distribution and production planning, Mr. Holloman and his team, using Six Sigma methodologies, improved profit, service levels, and internal customer satisfaction while reducing inventory levels. He also participated in developing the compensation and benefits strategy for the organization. Mr. Holloman’s leadership and operational experience give him a comprehensive understanding of processes, strategy, risk, and governance management, as well as how to drive change and financial growth. Mr. Holloman received his Bachelor of Science degree in 1996 and has served in various positions including Vice President – Engineering/Construction from 1996 to 2000, Vice President – Distribution/Production Planning from 2000 to 2003, Executive Champion of Six Sigma Initiatives from 2003 to 2005, Senior Vice President – Global Supply Chain Management from 2005 until 2008. Mr. Holloman serves as a director or member of several educational and civic organizations.

As President and Chief Operating Officer of Cintas, Mr. Holloman brings significant leadership and operational experience to our Board. He has extensive knowledge and experience in the areas of process improvement, operations and management. During his tenure at Cintas, he has led teams that built 37 new Cintas rental processing facilities and standardized the utilization of automated processing equipment systems. He also implemented a process that reduced the time it took to achieve target operating efficiency by 75 percent. In the area of distribution and production planning, he and his team, using Six Sigma methodologies, improved profit, service levels and internal customer satisfaction while reducing inventory levels. He also participates in developing the compensation and benefits strategy for the organization. Mr. Holloman’s current leadership and operational experience give him a comprehensive understanding of processes, strategy, risk management and how to drive change and growth. Mr. Holloman received his Bachelor’s degree, Engineering from the University of Cincinnati.

KEY QUALIFICATIONS:

•

Executive Leadership

•

Industry/Operational/Manufacturing

•

Relevant Technology and Innovation

•

Financial/Accounting

•

Risk and Governance Oversight

•

Sales and Marketing

Steven R. Kalmanson
Age 70 Director since: 2011 Committees: Board Composition and Corporate Governance (Chair) Compensation and Talent Management INDEPENDENT	Lawrence D. Kingsley Director Since:2013 Age:54 Committees:AuditRetired Executive Vice President, Kimberly-Clark Corporation (consumer package goods)
	EXPERIENCE:
	Mr. Kalmanson joined Kimberly-Clark Corporation in 1977 and Compensationheld various marketing and business management positions within the consumer products businesses. He was appointed President, Adult Care in 1990; President, Child Care in 1992; President, Family Care in 1994; Group President of the Consumer Tissue segment in 1996; Group President-North Atlantic Personal Care in 2004; and Group President-North Atlantic Consumer Products from 2005 until his retirement as Executive Vice President in 2008. Mr. Kalmanson was president and sole owner of Maxair, Inc., an aviation services company, from 1988 to 2011.
	QUALIFICATIONS:
	Mr. Kalmanson brings extensive marketing, business, and executive management experience to the Board, having served in various senior officer positions for a global public company. Throughout his career, he successfully initiated and managed risk and change to assist in the transformation of Kimberly-Clark from a pulp and paper company to a globally-recognized consumer package goods conglomerate marketing some of the most recognized brands in the world. In addition to his U.S. experience, Mr. Kalmanson has international management experience through his responsibilities for Kimberly-Clark’s European and Canadian businesses and sales organizations, global procurement and supply chain organizations, and marketing research and services organizations. He successfully innovated, restaged and grew Kimberly-Clark’s global consumer brands and businesses. He has experience leading mergers and acquisitions, organizational restructurings and facility closures, and divestitures. He also has experience in sustainability through his responsibilities for developing conservation plans and strategies to reduce the environmental impact of manufacturing activities. During his tenure, Mr. Kalmanson was also responsible for developing and executing management recruitment, development, and succession plans for his business units. In addition, he owned and operated his own aviation services business for over two decades, which gives him insights into economic, operational, regulatory, and other challenges faced by the Company. Mr. Kalmanson was born and raised in Johannesburg, South Africa and received his Bachelor degree in Commerce and holds an M.B.A. from the University of Witwatersrand, Johannesburg, South Africa.
	KEY QUALIFICATIONS:
	• Executive Leadership • Global Business • Industry/Operational/Manufacturing	• Sales and Marketing • Risk and Governance Oversight • Financial/Accounting

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Lisa A. Payne
Age 64 Director since: 2015 Committees: Audit Compensation and Talent Management (Chair) IndependentINDEPENDENT Key Qualifications:Leadership, International, Finance, Industry	Former Vice Chairman and Chief ExecutiveFinancial Officer, Pall Corporation (filtration, separation and purification solutions for fluid management); Advisory Director, Berkshire Partners LLC (investment firm)Taubman Centers, Inc. (real estate investment trust)

Experience and Qualifications:
Mr. Kingsley was named Chairman of Pall Corporation in 2013 and Chief Executive Officer in 2011 and served in those positions until Danaher Corporation acquired Pall in August 2015. From 2005 to 2011, he

EXPERIENCE:

Ms. Payne served as Vice Chairman and Chief Financial Officer of Taubman Centers, Inc. from 2005 to 2016. She joined Taubman in 1997, serving as the Executive Vice President and Chief Financial and Administrative Officer until 2005. Before joining Taubman, she was an investment banker with Goldman Sachs & Co. for ten years. Ms. Payne also served as Chairman and Chief Executive Officer of IDEX Corporation, a company specializing in the development, design and manufacture of fluid and metering technologies and health and science technologies products. Mr. Kingsley remained Chairman of IDEX until the end of 2011. Before joining IDEX, he held management positions of increasing responsibility with Danaher Corporation, Kollmorgen Corporation and Weidmuller Incorporated. Mr. Kingsley serves as a director of Polaris Industries and IDEXX Laboratories, Inc. Since May 2016, Mr. Kingsley has been an Advisory Director to Berkshire Partners. From 2007 until 2012, Mr. Kingsley served as a director of Cooper Industries plc, an industrial electrical components company.

As former Chairman and CEO of Pall, a global public company, Mr. Kingsley brings strong executive leadership and business management skills to our Board. He offers in-depth knowledge and experience in strategic planning, corporate development and operations analysis. Mr. Kingsley has extensive global experience having lived in Europe and operated several international businesses. He has insights into the multitude of issues facing public companies and corporate governance practices through his diverse public company board experience. He currently serves on the Compensation and Finance Committees of IDEXX and Audit and Technology Committees of Polaris. He also brings significant financial expertise to the Board including all aspects of financial reporting, corporate finance, executive compensation and capital markets. Mr. Kingsley received a B.S., Industrial Engineering from Clarkson University and an M.B.A. from the College of William and Mary.

20     ROCKWELLAUTOMATION FY2017 Proxy Statement

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Table of Contents

Election of Directors

Lisa A. Payne Director Since:2015 Age:59 Committees:Audit and Compensation Independent Key Qualifications:Leadership, Finance, Risk, Technology Former Chairman of the Board of Soave Enterprises LLC (diversified management and investment) and President of Soave Real Estate Group (property management) from 2016 through March 2017.

Experience and Qualifications:
Ms. Payne served as Chairman

OTHER LEADERSHIP POSITIONS:

Ms. Payne has been a director of Masco Corporation since 2006, where she serves as Chair of the Board and on the Audit (Chair) and Organization & Compensation Committees. Ms. Payne is also a director of Leaf Home Solutions, where she serves as Chair of the Audit Committee. Ms. Payne served as a director of Taubman from 1997 until March 2016 and J.C. Penney, Inc. from 2016 until December 2020. She is a former trustee of Munder Series Trust and Munder Series Trust II, two open-end management investment companies. She also serves as a director or trustee of several educational and charitable organizations.

QUALIFICATIONS:

Ms. Payne brings strong leadership, operational, and finance experience to our Board. During her tenure at Taubman, she led the company through key operational and strategic initiatives. Her executive experience and leadership roles give her critical insights into company operations, growth strategy, competition, compensation plans, employee engagement, diversity and inclusion initiatives, and information technology that assists our Board in its oversight function. Her past experience as a CFO and investment banker provide the Board with financial, accounting, and corporate finance expertise. She has a high level of financial literacy and accounting experience that provides the Board with expertise in understanding and overseeing financial reporting and internal controls. In addition, her board and board committee experience at Taubman, Masco, and J.C. Penney give her significant insight into the Board of Soave Enterprises LLC and President of Soave Real Estate Group through March 2017. Previously she served as Vice Chairman and Chief Financial Officer of Taubman Centers, Inc. from 2005 to 2016. She joined Taubman in 1997, serving as the Executive Vice President and the Chief Financial and Administrative Officer of Taubman from 1997 to 2005. Before joining Taubman, she was an investment banker with Goldman Sachs & Co. from 1987 to 1997. Ms. Payne served as a director of Taubman from 1997 until March 2016. She is a director of Masco Corporation, where she serves on the Audit (Chair) and Organization & Compensation Committees, and J.C. Penney, Inc., where she serves on the Audit and Finance & Planning Committees. She is a former trustee of Munder Series Trust and Munder Series Trust II, open-end management investment companies. She also serves as a director or trustee of several educational and charitable organizations.

Ms. Payne brings strong leadership, operational and finance experience to our Board. During her tenure at Taubman, she led the Company through key operational and strategic initiatives. Her executive experience and leadership roles give her critical insights into company operations, strategy, competition and information technology that assists our Board in its oversight function. Her past experience as a CFO and investment banker provide the Board with financial, accounting and corporate finance expertise. She has a high level of financial literacy and accounting experience that provides the Board with expertise in understanding and overseeing financial reporting and internal controls. In addition, her board and board committee experience at Taubman, Masco and J.C. Penney give her significant insight as to governance, compensation, risk management, and compliance-related matters of public companies. Ms. Payne received her Bachelor of Science degree in Biology from Elizabethtown College and holds an M.B.A. from the Fuqua School of Business Administration, Duke University.

KEY QUALIFICATIONS:

•

Executive Leadership

•

Financial/Accounting

•

Relevant Technology and Innovation

•

Risk and Governance Oversight

CONTINUING DIRECTORS WITH TERMS EXPIRING IN 2025

The Board of Directors recommends that you vote“FOR”the election as directors of the four nominees described above.

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Election of Directors

Continuing Directors with Terms Expiring in 2019

William T. McCormick, Jr. Director Since:1989 Age:73 Committees:Board Composition & Governance and Compensation (Chair) Independent Key Qualifications:Leadership, Industry, Risk, Technology Retired Chairman of the Board and Chief Executive Officer, CMS Energy Corporation (diversified energy)

Experience and Qualifications:
Mr. McCormick served as Chairman of the Board and Chief Executive Officer of CMS Energy Corporation from November 1985 until May 2002. Before joining CMS, he had been Chairman and Chief Executive Officer of American Natural Resources Company (natural gas company) and Executive Vice President and a director of its parent corporation, The Coastal Corporation (energy holding company).

Mr. McCormick brings significant leadership and executive experience to the Board having served as Chairman and CEO of CMS Energy Corporation, a publicly-traded Fortune 500 company, for 17 years. CMS was involved in large energy technology development projects in oil and gas, pipeline, power generation, and electric and gas distribution. As Chairman and CEO, he was regularly exposed to issues facing leadership of a large global company, including risk management, strategic planning, corporate governance, human resources and executive compensation. He previously chaired the Nominating and Governance Committee and the Compensation Committee at Schlumberger Ltd. He also chaired the Risk Management Committee of the Board of First Chicago NBD Bank for two years. He holds a Ph.D. in nuclear engineering from the Massachusetts Institute of Technology.

Blake D. Moret Director Since:2016 Age:55 Committees:None Key Qualifications:Leadership, International, Industry, Technology President and Chief Executive Officer Chairman-Elect

Experience and Qualifications:
Mr. Moret has been our President and Chief Executive Officer since July 2016. He served as Senior Vice President, Control Products and Solutions from April 2011 until July 2016. Mr. Moret serves as a director or member of a number of business, civic and community organizations.

The Board selected Mr. Moret to lead our Company as CEO and serve on the Board because he is an exceptionally well-qualified leader with a proven track record of success. He has 32 years of broad experience with the Company including leadership roles in marketing, solutions, services and product groups. He began his career with the Company in 1985, serving in senior positions across the organization, including international assignments in Europe and Canada, most recently as the leader of one of our two business segments. He has a deep understanding of the Company’s values, culture, people, technology and customers. He understands how to drive change and growth in a changing global economy. Mr. Moret brings valuable insights to the Board regarding our operations, technology, culture, industry trends, competitive positioning and strategic direction. Mr. Moret received his bachelor’s degree in mechanical engineering from the Georgia Institute of Technology.

22     ROCKWELLAUTOMATION FY2017 Proxy Statement

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Election of Directors

Keith D. Nosbusch Director Since:2004 Age:66 Committees:None Key Qualifications:Leadership, International, Industry, Technology Chairman of the Board

Experience and Qualifications:
Mr. Nosbusch has been our Chairman of the Board since February 2005. He served as our President and Chief Executive Officer from February 2004 until July 2016. He served as Senior Vice President and President, Rockwell Automation Control Systems from November 1998 until February 2004. Mr. Nosbusch is a former director of The Manitowoc Company, Inc. and has served as a director or member of a number of business, civic and community organizations.

As our Chairman and former CEO, Mr. Nosbusch has significant experience with and knowledge of the Company. He rose through management having served in various positions including president of our Control Systems business. His long experience and extensive knowledge of the Company’s operations, its customers, and the major business issues that it faces enhances overall board effectiveness and interaction with management. He also served on the board of another public company, where he gained experience with corporate governance, audit and risk oversight and overall board procedures and functioning. Mr. Nosbusch earned a Bachelor of Science degree in electrical and computer engineering from the University of Wisconsin-Madison and an M.B.A. from the University of Wisconsin-Milwaukee.

Thomas W. Rosamilia Director Since:2016 Age:56 Committees:Audit and Technology & Corporate Responsibility Independent Key Qualifications:Leadership, International, Industry, Technology Senior Vice President, IBM Systems (technology)

Experience and Qualifications:
Mr. Rosamilia has served as Senior Vice President of IBM Systems since 2013. In this role, he has global responsibility for IBM server and storage systems and software as well as IBM’s Global Business Partners organization. He joined IBM in 1983 as a software developer and has held a series of leadership positions, including General Manager of IBM’s WebSphere software division, General Manager of IBM Systems and Technology Group, Vice President of IBM Corporate Strategy and most recently as Senior Vice President of IBM Systems and Technology Group and IBM Integrated Supply Chain. In November 2015, he was appointed as Economic Advisor to the Governor of Guangdong Province of the People’s Republic of China.

Mr. Rosamilia brings a high level of technological, strategic and international experience to the Board. Through his leadership experience at IBM, he has a deep understanding of technology development, operations, security and strategy. He led IBM’s semiconductor, servers, storage, and the system software business; all of IBM’s supply chain; and the company’s Global Business Partners organization. During that time, he oversaw the transformation of IBM’s Systems & Technology Group business to better address clients’ higher-value, data-driven IT requirements, which included making major investments in strategic businesses and initiatives while exiting businesses that were not aligned with client demands. In 2013, Mr. Rosamilia helped to lead the creation of the OpenPOWER Foundation, a collaboration around open server product design and development. Mr. Rosamilia has also overseen the divestiture of IBM’s global semiconductor manufacturing business and the divestiture of IBM’s x86 server business. As General Manager of IBM Systems & Technology Group’s System z and Power Systems, he was responsible for all facets of both businesses, including strategy, marketing, sales, operations, technology development and overall financial performance. Mr. Rosamilia is currently based in Beijing, China where he continues to lead IBM Systems and acts as a local representative of IBM Corporate Headquarters. Mr. Rosamilia has served on the boards of several charitable and business organizations. Mr. Rosamilia received his bachelor’s degree from Cornell University, with majors in computer science and economics. He also completed the IBM Strategic Leadership Forum at Harvard Business School.

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Election of Directors

Patricia A. Watson Director Since:2017 Age:51 Committees:Audit and Technology & Corporate Responsibility Independent Key Qualifications:Leadership, Technology, Finance, Risk Senior Executive Vice President and Chief Information Officer, Total System Services, Inc. (leading global payments provider)

Experience and Qualifications:
Ms. Watson serves as the Senior Executive Vice President and Chief Information Officer of Total System Services (TSYS). Before joining TSYS, she served as Vice President and Global Chief Information Officer for The Brink’s Company. Previously Ms. Watson worked with Bank of America for more than 14 years in technology positions of increasing responsibility, and spent 10 years in the United States Air Force as executive staff officer, flight commander and director of operations. She is a director of Texas Capital Bancshares where she serves on the Audit and Risk Committee.

Ms. Watson brings extensive technology and executive experience to the Board. As Senior Executive Vice President and Chief Information Officer of TSYS, Ms. Watson has strong strategic leadership, business and technical skills. She is responsible for setting the company’s enterprise technology strategy to enable future global growth. Her background and expertise in information technology and cyber security give her critical insights into new technologies, business models, risk identification and management, and talent and strategy. She has valuable experience and knowledge in the areas of audit and control and compliance. She also brings the benefits of service on the board of Texas Capital Bancshares. Ms. Watson holds a bachelor’s degree in mathematics from St. Mary’s College at Notre Dame and an M.B.A. from the University of Dayton.

Continuing Directors with Terms Expiring in 2020

Steven R. Kalmanson Director Since:2011 Age:65 Committees:Board Composition & Governance and Technology & Corporate Responsibility Independent Key Qualifications:Leadership, International, Industry, Risk Retired Executive Vice President, Kimberly-Clark Corporation (consumer package goods)

Experience and Qualifications:
Mr. Kalmanson joined Kimberly-Clark Corporation in 1977 and held various marketing and business management positions within the consumer products businesses. He was appointed President, Adult Care in 1990, President, Child Care in 1992, President, Family Care in 1994, Group President of the Consumer Tissue segment in 1996, Group President-North Atlantic Personal Care in 2004 and Group President-North Atlantic Consumer Products in 2005. Mr. Kalmanson was president and sole owner of Maxair, Inc., an aviation services company, from 1988 to 2011.

Mr. Kalmanson brings extensive business and executive management experience to the Board having served in various officer positions for Kimberly-Clark, a global public company. Throughout his career, he successfully initiated and managed change to assist in the transformation of Kimberly-Clark from a pulp and paper company to a globally-recognized consumer package goods conglomerate marketing some of the most recognized brands in the world. In addition to his U.S. experience, he has international management experience through his responsibilities for Kimberly-Clark’s European and Canadian businesses and sales organizations, global procurement and supply chain organizations and marketing research and services organizations. He successfully innovated, restaged and grew Kimberly-Clark’s global consumer brands and businesses. He has experience leading mergers and acquisitions, organizational restructurings and facility closures and divestitures. In addition, he owned and operated his own aviation services business from 1988 until 2011, which gives him insights into economic, operational, regulatory and other challenges faced by the Company. Mr. Kalmanson holds an M.B.A. from the University of Witwatersrand, Johannesburg, South Africa.

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Election of Directors

	James P. Keane
Age 63 Director Since:since: 2011 Age:Committees:58 Committees:Audit (Chair) Board Composition and Technology & Corporate ResponsibilityGovernance INDEPENDENT	Independent Key Qualifications:Leadership, International, Finance, Risk Retired President and Chief Executive Officer, Vice Chair, Steelcase Inc. (office furniture)

EXPERIENCE:

Experience and Qualifications:
Mr. Keane has served as President and Chief Executive Officer of Steelcase Inc. since March 2014. He has held several leadership roles since joining Steelcase in 1997. He served as Senior Vice President and Chief Financial Officer of Steelcase from 2001 through 2006. He was named President of the Steelcase Group in October 2006, where he had responsibility for the sales, marketing and product development activities of certain brands primarily in North America. In January 2011, he assumed leadership of the Steelcase brand across the Americas and Europe, the Middle East and Africa. From November 2012 to April 2013, he served as Chief Operating Officer, responsible for the design, engineering and development, manufacturing, sales and distribution of all brands in all countries where Steelcase does business. From April 2013 to March 2014, Mr. Keane served as President and Chief Operating Officer. Mr. Keane has served as a director of Steelcase since April 2013. He also serves as a director or trustee of a number of civic and charitable organizations.

As President, Chief Executive Officer and a board member of a global public company, Mr. Keane brings current business experience and knowledge to the Board. Through his executive roles at Steelcase, he has extensive leadership experience and a comprehensive understanding of business operations, processes and strategy as well as risk management, sales, marketing and product development. In addition, he has a high level of financial literacy and accounting experience having served as CFO of Steelcase. His understanding of financial statements, accounting principles, internal controls and audit committee functions provides the Board with expertise in addressing the complex issues that can be raised by the Company’s financial reporting and matters related to the Company’s financial position. Mr. Keane served as President and Chief Executive Officer of Steelcase Inc. from March 2014 to October 2021. He held several leadership roles after joining Steelcase in 1997. He served as Senior Vice President and Chief Financial Officer from 2001 through 2006. He was named President of the Steelcase Group in 2006, where he had responsibility for the sales, marketing, and product-development activities of certain brands–primarily in North America. In 2011, he assumed leadership of the Steelcase brand across the Americas and Europe, the Middle East, and Africa. From November 2012 to April 2013, he served as Chief Operating Officer, responsible for the design, engineering and development, manufacturing, sales, and distribution of all brands in all countries for Steelcase. From April 2013 to March 2014, Mr. Keane served as President and Chief Operating Officer.

OTHER LEADERSHIP POSITIONS:

Mr. Keane served as Vice Chair of Steelcase from October 2021 until January 2022 and as a director from April 2013 until his retirement in January 2022. He also serves as a director or trustee of a number of civic and charitable organizations.

QUALIFICATIONS:

As retired President and Chief Executive Officer and retired Vice Chair of the board of a global public company, Mr. Keane brings significant business experience and knowledge to the Board. Through his executive roles at Steelcase, he has extensive leadership experience and a comprehensive understanding of business operations, processes, and strategy, as well as risk management, sales, marketing, and product development. In addition, he has a high level of financial literacy and accounting experience, having served as CFO of Steelcase. His understanding of financial statements, accounting principles, internal controls, and audit committee functions provides the Board with expertise in addressing the complex financial issues that the Company manages. Mr. Keane received his Bachelor of Science degree in Accounting from the University of Illinois and holds a master’s degree in management from the Kellogg School of Management, Northwestern University.

KEY QUALIFICATIONS:

•

Executive Leadership

•

Global Business

•

Financial/Accounting

•

Industry/Operational/Manufacturing

•

Sales and Marketing

•

Risk and Governance Oversight

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Blake D. Moret
Age 60 Director since: 2016 Committees: None	Donald R. Parfet Director Since:2008 Age:65 Lead Independent Director Committees:Chairman of the Board, Composition & Governance (Chair)President and Audit Independent Key Qualifications:Leadership, Finance, Industry, Risk Managing Director, Apjohn Group, LLC (business development); General Partner, Apjohn Ventures Fund (venture capital fund)Chief Executive Officer

Experience and Qualifications:
Mr. Parfet has served as Managing Director of Apjohn Group since 2001. Before that, he served as Senior Vice President of Pharmacia Corporation (pharmaceuticals). Mr. Parfet is a director of Sierra Oncology, Inc., Kelly Services, Inc. and Masco Corporation and serves as a director or trustee of a number of business, civic and charitable organizations.

Mr. Parfet brings extensive finance and industry experience to the Board. He has served as General Partner of Apjohn Ventures Fund, a venture capital fund, since 2003. In this role, he is an active investor in early stage pharmaceutical companies, which requires evaluating financial and development risk associated with emerging medicines. During his years at The Upjohn Company and its successor Pharmacia & Upjohn, he had extensive financial and corporate staff management responsibilities and ultimately senior operational responsibilities for multiple global business units. He is experienced in leading strategic planning, risk assessment, human resource planning and financial planning and control as well as the manufacturing of pharmaceuticals, chemicals and research instruments. Mr. Parfet has board oversight and corporate governance experience from his current service as Lead Director of Kelly Services, Inc. and as a member of its Audit, Compensation and Governance & Nominating Committees. He is also a director of Masco Corporation, where he serves on its Audit and Organization and Compensation (Chair) Committees, and Sierra Oncology, Inc., where he serves as Chairman of the Board and on its Compensation (Chair) and Nominating & Governance Committees. Mr. Parfet holds an M.B.A. from the University of Michigan.

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Election EXPERIENCE:
Mr. Moret became our President and Chief Executive Officer in July 2016, and Chairman of Directorsthe Board in January 2018. He served as Senior Vice President, Control Products and Solutions, from April 2011 until July 2016.
OTHER LEADERSHIP POSITIONS:
Mr. Moret has been a director of PTC, Inc. since July 2018, where he serves on the Corporate Governance Committee. He also serves on the Executive Committee of the National Association of Manufacturers (NAM) and on the Board of FIRST Robotics and as a director or member of a number of business, civic, and community organizations.
QUALIFICATIONS:
As our Chairman and CEO, Mr. Moret has proven leadership skills and deep knowledge of the Company and its business operations and strategy. Mr. Moret is accelerating the Company strategy by focusing on understanding customer needs and their best opportunities for productivity, combining our technology and domain expertise to deliver positive business outcomes, and simplifying our customers’ experience. He began his career as a sales trainee with the Company in 1985, serving in senior positions across the organization, including marketing, solutions, services, product groups, and international assignments in Europe and Canada. In his previous role, he served as Senior Vice President, Control Products and Solutions, one of the Company’s two previous business segments. Mr. Moret contributes his risk and governance oversight skills gained through his experience serving on a public company board. He has a deep understanding of the Company’s values, culture, people, technology, and customers. He understands how to drive change and growth in a changing global economy. Mr. Moret brings valuable insights to the Board regarding our operations, technology, culture, industry trends, competitive positioning, and strategic direction. Mr. Moret received his Bachelor of Science degree in mechanical engineering from the Georgia Institute of Technology.
KEY QUALIFICATIONS:
• Executive Leadership • Global Business • Industry/Operational/Manufacturing • Relevant Technology and Innovation	• Sales and Marketing • Risk and Governance Oversight • Financial/Accounting

Thomas W. Rosamilia
Age 61 Director since: 2016 Committees: Compensation and Talent Management Technology (Chair) INDEPENDENT	Senior Vice President, IBM Software (technology)
	EXPERIENCE:
	Mr. Rosamilia is Senior Vice President, IBM Software. In this role he directs IBM’s product design and investment strategy, expert labs, global software product development, marketing and field operations across the company’s vast software portfolio and is responsible for IBM-wide missions for cybersecurity and corporate environmental affairs. He joined IBM in 1983 as a software developer and has held a series of leadership positions, including Chairman, IBM North America, General Manager of IBM’s WebSphere software division, General Manager of IBM Systems and Technology Group, Vice President of IBM Corporate Strategy, Senior Vice President of IBM Systems and Technology Group and IBM Integrated Supply Chain, and most recently as Senior Vice President, IBM Systems. In November 2015, he was appointed Economic Advisor to the Governor of Guangdong Province of the People’s Republic of China. Mr. Rosamilia led the global IBM Systems business and acted as a local representative of IBM Corporate Headquarters in Beijing, China from 2017 to 2018.
	OTHER LEADERSHIP POSITIONS:
	Mr. Rosamilia has served on the boards of several charitable and business organizations.
	QUALIFICATIONS:
	Mr. Rosamilia brings a high level of technological, strategic, and global business experience to the Board. Through his leadership experience at IBM, he has a deep understanding of technology development, operations, risk management, cybersecurity, sustainability, and strategy. He led IBM’s semiconductor, servers, storage, and system software business; all of IBM’s supply chain; and IBM’s Global Business Partners organization. During that time, he oversaw the transformation of IBM’s Systems & Technology Group business to better address clients’ higher-value, data-driven IT requirements, which included making major investments in strategic businesses and initiatives while exiting businesses that were not aligned with client demands. In 2013, Mr. Rosamilia helped to lead the creation of the OpenPOWER Foundation, a collaboration around open server product design and development. Mr. Rosamilia has also overseen the divestiture of IBM’s global semiconductor manufacturing business and the divestiture of IBM’s x86 server business. As General Manager of IBM Systems & Technology Group’s System z and Power Systems, he was responsible for all facets of both businesses, including strategy, marketing, sales, operations, technology development, and overall financial performance. Mr. Rosamilia received his Bachelor of Science degree, with majors in computer science and economics, from Cornell University. He also completed the IBM Strategic Leadership Forum at Harvard Business School.
	KEY QUALIFICATIONS:
	• Executive Leadership • Global Business • Financial/Accounting • Industry/Operational/Manufacturing	• Relevant Technology and Innovation • Sales and Marketing • Risk and Governance Oversight

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Patricia A. Watson
Age 56 Director since: 2017 Committees: Compensation and Talent Management Technology INDEPENDENT	Chief Information Officer, NCR Corporation (software corporation)
	EXPERIENCE:
	Ms. Watson has served as Chief Information Officer at NCR Corporation since October 2022 where she leads the company’s information and technology team and technology leadership council. She previously held the role of President, Cloud Collaboration from September 2020 to June 2022 at Intrado Corporation and Co-President, Enterprise Collaboration upon joining the company in January 2020 until September 2020. She is the former Senior Executive Vice President and Chief Information Officer of Total System Services (TSYS) (financial services), a role she held from 2015 until 2019 when Global Payments, Inc. acquired TSYS. Before joining TSYS, she served as Vice President and Global Chief Information Officer for The Brink’s Company. Previously Ms. Watson worked with Bank of America for more than fourteen years in technology positions of increasing responsibility and spent ten years in the United States Air Force as executive staff officer, flight commander, and director of operations.
	OTHER LEADERSHIP POSITIONS:
	Ms. Watson has been a director of USAA Federal Savings Bank since September 2020, where she serves on the Member and Technology, Finance and Audit, and Nominating and Governance Committees. She also served as a director for Texas Capital Bancshares from 2016 to 2020.
	QUALIFICATIONS:
	Ms. Watson brings extensive technology and executive experience to the Board. She has strong strategic leadership, business, financial oversight, and technical skills. As President of Intrado’s Cloud Collaboration Ms. Watson was responsible for delivering Unified Collaboration as a Service (Ucaas) for enterprise and mid-market clients leveraging cloud-based technologies. She has experience setting company enterprise technology strategy to enable future global growth. Her background and expertise in information technology and cybersecurity give her critical insights into new technologies, business models, risk identification and management, and talent and strategy. She has valuable experience and knowledge in the areas of audit and control and compliance. She also brings the benefits of her board experience at USAA Federal Savings Bank and Texas Capital Bancshares. Ms. Watson holds a Bachelor of Science degree in mathematics from St. Mary’s College at Notre Dame and an M.B.A. from the University of Dayton.
	KEY QUALIFICATIONS:
	• Executive Leadership • Global Business • Financial/Accounting	• Relevant Technology and Innovation • Risk and Governance Oversight

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DIRECTOR COMPENSATION

Our director compensation program is designed to attract and retain qualified directors, fairly compensate directors for the time they must spend in fulfilling their duties, and align their compensation directly with the interests of shareowners. The Board Composition and Corporate Governance Committee determines the form and amount of director compensation, with discussion and approval by the full Board. The Committee relies on Willis Towers Watson to provide advice on director compensation trends. The Committee benchmarks its director compensation on an annual basis relative to proxy data available for companies of similar size ($5-10 billion revenue range) resulting in a broad group of over 250 companies, the S&P 500, and scope.our Compensation Peer Group used for our NEOs (as defined below in the Peer Group section of the Compensation Discussion and Analysis). The market data analysis is a significant factor in our compensation determinations. As shown by the use of equity within the director compensation program, theThe Board believes that a meaningful portion of director compensation should be in the form of our common stock to further align the economic interests of directors and shareowners.

Employees who serve as directors do not receive any compensation for their director service. Mr. Nosbusch was Chairman of the Board for fiscal 2017. His annual salary was reduced to $400,000 for his continued service as an employee after stepping down as the Company’s President and CEO effective July 1, 2016. He retired as an employee on February 10, 2017 and his compensation as non-employee Chairman of the Board continued at an annual rate of $400,000, paid in cash. Effective January 1, 2018, Mr. Moret will succeed Mr. Nosbusch as Chairman. Mr. Nosbusch will remain a director and transition to standard director compensation at that time.

ANNUAL DIRECTOR COMPENSATION

Annual Director Compensation

There are threeThe elements of our director compensation program:program include: an annual retainer of $255,000, delivered in both cash and equity awards, and committee fees.leadership fees for our Lead Independent Director and Committee Chairs. The following table describes each element of director compensation for fiscal 2017.2022.

		Annual Retainer				Equity Awards		Committee Fees		Lead Director Fee
		Cash		Common Stock		Common Stock		Cash		Cash
Amount		$87,500		$87,500		$40,000 (not to exceed 1,000 shares)		Varies by Committee		$25,000
Timing of Payment/ Award		Paid in equal installments on 1stbusiness day of each quarter		Granted on 1stbusiness day of fiscal year (or pro-rata amount upon initial election to the Board)		Granted on date of Annual Shareowners Meeting (or pro-rata amount upon initial election to the Board)		Paid in equal installments on 1st business day of each quarter		Paid in equal installments on 1st business day of each quarter
Deferral Election Available		Yes		Yes		Yes		Yes		Yes
Dividend/Dividend
Equivalent Eligible		Not Applicable		Yes		Yes		Not Applicable		Not Applicable

		Annual Retainer					Committee Chair Fees(2)		Lead Independent Director Fee
		Cash		Common Stock			Cash		Cash
Annual Amount		$107,500		$147,500(1)			Varies by Committee and role		$35,000
Timing of Payment/Award		Paid in equal installments on 1st business day of each quarter		Granted in December (or pro-rata amount upon initial election to the Board)			Paid in equal installments on 1st business day of each quarter		Paid in equal installments on 1st business day of each quarter
Deferral Election Available		Yes		Yes			Yes		Yes
Dividends		Not Applicable		Yes			Not Applicable		Not Applicable
(1) The $147,500 equated to 421 shares granted under the 2020 Long-Term Incentives Plan on December 7, 2021, based on the closing price of our common stock on the NYSE on that date. The grant date coincides with the date of the annual long-term incentive awards for our management team on the date of the Compensation and Talent Management Committee meeting in December. A prorated amount of $98,334, which equated to 335 shares, was granted to Mr. Soderbery, who was elected as a director on February 2, 2022, based on the closing price of our common stock on the NYSE on that date of $294.35. (2) Committee Chair fees recognize the greater workload and responsibilities of directors who serve in these roles. Annual Committee member fees were eliminated since fiscal 2020 to allow for consistency, simplicity, and flexibility for Committee member rotations.

		Audit Committee	Compensation and Talent Management Committee	Board Composition and Corporate Governance Committee	Technology Committee
	Chair Annual Amount	$25,000	$20,000	$20,000	$20,000
	Member	$0	$0	$0	$0

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ANNUAL LIMIT

Share-based compensation to non-employee directors is delivered under the 2020 Long-Term Incentives Plan effective February 5, 2020 and includes an annual retainer that consistslimit of cash$750,000 on total compensation of each non-employee director, including cash- and shares of our common stock. The total annual retainer for fiscal 2017, excluding Committee fees, was $175,000, of which $87,500 was paid in cash and $87,500 in shares of common stock under the 2003 Directors Stock Plan (with prorated amounts for directors elected after October 1). The $87,500 equated to 726 shares granted on October 3, 2016 based on the closing price of our common stock on the NYSE on that date of $120.57. A prorated amount of $21,875, which equated to 135 shares, was granted to a new director, Ms. Watson, elected on July 1, 2017 based on the closing price of our common stock on the NYSE on July 3, 2017 of $162.84.share-based compensation.

Equity Awards.Directors receive an annual grant of $40,000 paid in shares of our common stock, not to exceed 1,000 shares, under the 2003 Directors Stock Plan immediately after our Annual Meeting of Shareowners (and for directors elected after the Annual Meeting, a prorated number of shares are awarded upon election). The $40,000 equated to 268 shares granted on February 7, 2017 based on the closing price of our common stock on the NYSE on that date of $149.41. Ms. Watson, who was not a director at the time, received a prorated annual grant of $30,000 equal to 185 shares upon her initial election to the Board on July 3, 2017, based on the closing price of our common stock on the NYSE on that date of $162.84.

26     ROCKWELLAUTOMATION FY2017 Proxy Statement

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DEFERRAL ELECTION

Table of Contents

Election of Directors

Committee Fees.Directors receive additional annual compensation for serving on Committees of the Board. The fees for the Chair and for serving on certain Committees are higher than others due to the greater workload and responsibilities.

During fiscal 2017, annual Committee fees were as follows:

		Audit Committee			Compensation Committee			Board Composition and Governance Committee			Technology and Corporate Responsibility Committee
Chair		$	25,000		$	20,000		$	15,000		$	15,000
Member		$	12,500		$	8,000		$	6,000		$	5,000

Lead Independent Director.The Lead Independent Director receives an annual cash retainer of $25,000.

Chairman of the Board. As discussed above, in fiscal 2017 the Chairman received an annual cash retainer of $400,000. This independent role will cease effective January 1, 2018 when Mr. Moret will succeed Mr. Nosbusch as Chairman and will have a combined CEO and Chairman role.

Deferral Election. Under the terms of our Directors Deferred Compensation Plan, directors may elect to defer all or part of the cash payment of Board retainer or Committee fees until such time as the director specifies, with interest on deferred amounts accruing quarterly at 120% of the federal long-term rate set each month by the Secretary of the Treasury. In addition, under the 2003 Directors Stock Plan, each director has the opportunity each year to defer all or any portion of the annual grantgrants of common stock, cash retainer, common stock retainer, and Committee fees by electing to instead receive restricted stock units valued, in the case of cash deferrals, at the closing price of our common stock on the NYSE on the date each payment would otherwise be made in cash.

OTHER BENEFITS

Other Benefits. We reimburse directors for transportation, lodging, and other expenses actually incurred in attending Board and Committee meetings. We also reimburse directors for similar travel, lodging, and other expenses for their spouses to accompany them to a limited number of Board meetings held as retreats to which we invite spouses for business purposes. Spouses were invited to one Board meeting in fiscal 2017. The directors’ spouses are generally expected to attend Board meetings held as retreats. From time to time and when available, directors and their spouses are permitted to use our corporateCompany aircraft for travel to Board meetings. In fiscal 2022, we hosted one in-person Board retreat and spouses were invited to attend.

Directors are eligible to participate in a matching gift program under which we match donations made to eligible educational, arts, or cultural institutions. Gifts are matched up to an annual calendar year maximum of $10,000. This same program is available to all of our U.S. salaried employees.

DIRECTOR STOCK OWNERSHIP REQUIREMENT

Director Stock Ownership Requirement

Non-managementNon-employee directors are subject to stock ownership requirements.requirements and may not sell any shares of our common stock until the requirement is met. To further align directors’ and shareowners’ economic interests, our Guidelines on Corporate Governance provide that non-management directors are required to own, within five years after joining the Board, shares of our common stock (including restricted stock units) equal in value to five times the portion of theannualthe annual retainer that is payable in cash. All directors except Ms. Watson and Mr. Rosamilia, met the requirements as of September 30, 2017.2022, except for Messrs. Gipson and Soderbery and Ms. Watson,Murphy, who joined the Board in July 2017,November 2020, February 2022, and Mr. Rosamilia, who joined the Board in April 2016,June 2019, respectively, and each of them are on track to meet the ownership requirements within the five-year transition period.compliance window.

Changes

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Back to Director Compensation for Fiscal 2018Contents

Effective October 1, 2017, we changed our director compensation to remain competitive with market levels. The total annual retainer, excluding Committee fees, was changed to $185,000, of which $92,500 will be paid in cash and $92,500 in shares of common stock under the 2003 Directors Stock Plan. The annual retainer was increased by$10,000 to bring Board fees closer to the market median based on a review of companies with revenues of $4 to $8 billion.

Effective January 1, 2018, Mr. Moret will succeed Mr. Nosbusch as Chairman. Mr. Nosbusch will remain a director and transition to standard non-employee director compensation at that time.

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Election of Directors

Director Compensation TableDIRECTOR

COMPENSATIONTABLE

The following table shows the total compensation earned by each of our non-employee directors during fiscal 2017.

Name		Fees Earned or Paid In Cash(1)(5) ($)		Stock Awards(2) ($)		Option Awards ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($)		All Other Compensation(4)(5) ($)		TOTAL ($)
Betty C. Alewine		108,500		127,500		0		0		0		236,000
J. Phillip Holloman		100,500		127,500		0		0		19,244		247,244
Steven R. Kalmanson		98,500		127,500		0		0		0		226,000
James P. Keane		117,500		127,500		0		0		9,250		254,250
Lawrence D. Kingsley		108,000		127,500		0		0		6,746		242,246
William T. McCormick, Jr.		113,500		127,500		0		0		10,000		251,000
Keith D. Nosbusch(5)		253,846		0		0		0		165,411		419,257
Donald R. Parfet		140,000		127,500		0		0		16,572		284,072
Lisa A. Payne		108,000		127,500		0		0		10,000		245,500
Thomas W. Rosamilia		105,000		127,500		0		0		0		232,500
Patricia A. Watson(6)		26,250		51,875		0		0		2,000		80,125

2022.

(1)	This column represents the amount of cash compensation earned in fiscal 2017 for Board and Committee service (whether or not deferred and whether or not the directors elected to receive restricted stock units in lieu of cash fees). Includes lead independent director fees for Mr. Parfet and chairman fees for Mr. Nosbusch.
(2)	Values in this column represent the grant date fair value of stock awards computed in accordance with accounting principles generally accepted in the United States (U.S. GAAP). On October 3, 2016, each director, except Ms. Watson, received 726 shares with an aggregate grant date fair value of $87,500 in payment of the share portion of the annual retainer. On February 7, 2017 (the date of our Annual Meeting), each director, except for Ms. Watson, received 268 shares of common stock under the 2003 Directors Stock Plan with an aggregate grant date fair value of $40,000. On July 3, 2017, upon her initial election to the Board, Ms. Watson received a pro-rated award for the share portion of the annual retainer and stock award under the 2003 Directors Stock Plan consisting of a total of 320 shares of common stock with a grant date fair value of $51,875. The amounts shown do not correspond to the actual value that may be realized by the directors. Directors may elect to defer the annual share awards by electing instead to receive restricted stock units in the same number.
(3)	Aggregate earnings in fiscal 2017 on the directors’ deferred cash compensation balances were $20,725 for Ms. Alewine and $6,156 for Mr. Kingsley. We do not pay “above market” interest on non-qualified deferred compensation; therefore, this column does not include these amounts.
(4)	This column consists of cash dividend equivalents paid on restricted stock units for Messrs. Holloman, Kingsley and Parfet, and, for Messrs. Keane, McCormick, and Parfet and Mses. Payne and Watson, the Company’s matching donations under the Company’s matching gift program of $9,250, $10,000, $10,000, $10,000, and $2,000, respectively. This column does not include the perquisites and personal benefits provided to each director because the aggregate amount provided to each director was less than $10,000. During fiscal 2017, one Board meeting was held as a retreat at which we provided leisure activities for the directors and their spouses. The directors’ spouses generally are expected to attend Board retreats.
(5)	Mr. Nosbusch was Chairman of the Board for fiscal 2017. His annual salary was $400,000 for his continued service as an employee after stepping down as the Company’s President and CEO effective July 1, 2016. Mr. Nosbusch retired as an employee on February 10, 2017 and his compensation while an employee of $146,154 is included in All Other Compensation and as non-employee director of $253,846 is included in Fees Earned or Paid in Cash. Also included in All Other Compensation is $10,000 for matching donations under the Company’s matching gift program and $9,257 for cash dividends paid on restricted shares held while an employee.
(6)	Ms. Watson was elected as a director effective on July 1, 2017.

Name		Fees Earned or Paid in Cash(1) ($)		Stock Awards(2) ($)		Option Awards ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($)		All Other Compensation(4) ($)		Total ($)
William P. Gipson		107,500		147,500		0		0		4,552		259,552
J. Phillip Holloman		107,500		147,500		0		0		54,750		309,750
Steven R. Kalmanson		127,500		147,500		0		0		0		275,000
James P. Keane		132,500		147,500		0		0		0		280,000
Lawrence D. Kingsley(5)		31,875		0		0		0		3,986		35,861
Pam Murphy		107,500		147,500		0		0		0		255,000
Donald R. Parfet		142,500		147,500		0		0		19,686		309,686
Lisa A. Payne		127,500		147,500		0		0		0		275,000
Thomas W. Rosamilia		124,167		147,500		0		0		10,000		281,667
Robert W. Soderbery(6)		71,667		98,334		0		0		32,000		202,001
Patricia A. Watson		107,500		147,500		0		0		0		255,000
(1) This column represents the amount of cash compensation earned in fiscal 2022 for Board and Committee Chair service (whether or not deferred and whether or not the directors elected to receive restricted stock units in lieu of cash fees). Includes the Lead Independent Director fee for Mr. Parfet. (2) Values in this column represent the grant date fair value of stock awards computed in accordance with accounting principles generally accepted in the United States (U.S. GAAP). On December 7, 2021, each director, except Mr. Soderbery, received 421 shares under the 2020 Long-Term Incentives Plan with an aggregate grant date fair value of $147,500 in payment of the common stock portion of the annual retainer. The grant date coincides with the date of the annual long-term incentive awards for our management team on the date of the Compensation and Talent Management Committee meeting in December. A prorated amount of $98,334, which equated to 335 shares, was granted to Mr. Soderbery, who was elected as a director on February 2, 2022, based on the closing price of our common stock on the NYSE on that date of $294.35. The amounts shown do not correspond to the actual value that may be realized by the directors. Directors may elect to defer the annual share awards by electing instead to receive the same number of restricted stock units. As of September 30, 2022, Messrs. Gipson, Holloman, and Parfet had restricted stock units outstanding of 1,290, 12,495, and 2,162, respectively. These restricted stock units were granted under the 2020 Long-Term Incentives Plan and 2003 Directors Stock Plan as compensation for services as directors. (3) Aggregate earnings in fiscal 2022 on the directors’ deferred cash compensation balances were $7,726 for Mr. Kingsley and $7,767 for Ms. Murphy. We do not pay “above market” interest on non-qualified deferred compensation; therefore, this column does not include these amounts. (4) This column consists of cash dividend equivalents paid on restricted stock units for Messrs. Gipson, Holloman, Kingsley and Parfet, of $4,552, $54,750, $3,986, and $9,686, respectively, and for Messrs. Parfet, and Rosamilia, the Company’s matching donations under the Company’s matching gift program of $10,000 for each director. Mr. Soderbery, through a company he controlled, had a consulting agreement with the Company that terminated in October 2021, prior to his election as a director. Pursuant to that consulting agreement Mr. Soderbery was paid $32,000 in fiscal 2022. This column does not include the perquisites and personal benefits provided to each director because the aggregate amount provided to each director was less than $10,000. (5) Mr. Kingsley resigned effective December 1, 2021. (6) Mr. Soderbery was elected as a director on February 2, 2022.

DIRECTOR COMPENSATION FOR FISCAL 2023

28     Effective October 1, 2022, the director compensation was changed to remain competitive with market levels. The total annual retainer, excluding leadership fees, was increased to $307,500 by increasing the equity portion only. On December 9, 2022, each director received shares equal to $200,000 granted under the 2020 Long-Term Incentives Plan based on the closing price of our common stock on the NYSE on that date. The grant date continues to coincide with the date of the annual long-term incentive awards for our management team in December. The Board also increased the annual Lead Independent Director fee to $40,000 and Committee Chair fees to $30,000 for the Audit Committee and $25,000 for all other committees. We believe these changes align with the benchmarks, fairly compensate directors for the time they spend in fulfilling their duties, help to attract and retain qualified directors, and align their compensation directly with the interests of shareowners.

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Table of ContentsCOMPENSATION AND TALENT MANAGEMENT COMMITTEE REPORT

COMPENSATION COMMITTEE REPORT

The Compensation and Talent Management Committee has reviewed and discussed with management the Compensation Discussion and Analysis prepared by management and contained in this proxy statement. Based on this review and discussion, the Compensation and Talent Management Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation and Talent
Management Committee
William T. McCormick, Jr.,Lisa A. Payne, Chair
J. Phillip Holloman
Lawrence D. KingsleySteven R. Kalmanson
LisaThomas W. Rosamilia
Patricia A. PayneWatson

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EXECUTIVE

COMPENSATION

ITEM 2. PROPOSAL TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE COMPENSATIONOFFICERS

34

ITEM 3. PROPOSAL TO VOTE ON THE FREQUENCY OF THE SHAREOWNER VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

34

COMPENSATION DISCUSSION AND ANALYSIS

35

NAMED EXECUTIVE OFFICERS (NEOS)

35

EXECUTIVE SUMMARY

35

ALIGNING PAY WITH PERFORMANCE

38

COMPENSATION REVIEW PROCESS

39

FISCAL 2022 COMPENSATION DECISIONS

40

BASE SALARY

40

ANNUAL INCENTIVE COMPENSATION

41

LONG-TERM INCENTIVES (LTI)

43

PERQUISITES

46

OTHER

46

COMPENSATION RISK ASSESSMENT

47

CHANGES IN COMPENSATION PROGRAM FOR FISCAL 2023

47

OTHER COMPENSATION POLICIES

48

SUMMARY COMPENSATION TABLE

50

ALL OTHER COMPENSATION TABLE

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GRANTS OF PLAN-BASED AWARDS TABLE

52

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

54

OPTION EXERCISES AND STOCK VESTED TABLE

55

PENSION BENEFITS TABLE

56

NON-QUALIFIED DEFERRED COMPENSATION

58

NON-QUALIFIED DEFERRED COMPENSATION TABLE

59

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

59

RATIO OF ANNUAL COMPENSATION FOR THE CEO TO OUR MEDIAN EMPLOYEE

62

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ITEM 2. PROPOSAL TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Every year our shareowners have the opportunity to provide an advisory vote on our executive compensation as required pursuant to Section 14A of the Exchange Act. This advisory vote is one of many ways you can convey your views about our compensation programs and policies.

Our compensation philosophy is designed to attract, retain, and motivate executive talent and emphasize pay for performance, including the creation of shareowner value. We encourage you to read the Compensation Discussion and Analysis (CD&A) and compensation tables that follow for a detailed discussion of our compensation programs and policies. We believe our compensation programs and policies are aligned with shareowner interests and worthy of your continued support as they are supported by a strong framework of compensation governance and are effective in implementing our compensation philosophy and achieving our short- and long-term goals with the appropriate level of risk.

The following resolution will be submitted for a shareowner vote at the 2023 Annual Meeting:

“RESOLVED, that the shareowners of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers listed in the 2022 Summary Compensation Table included in the proxy statement for this meeting, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement under the section entitled “Executive Compensation,” including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures set forth under that section.”

Although this vote is not binding on the Company, the Board values your views. The Board and Compensation and Talent Management Committee will review the results of the vote and take them into consideration in addressing future compensation policies and decisions.

ITEM 2: THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

ITEM 3. PROPOSAL TO VOTE ON THE FREQUENCY OF THE SHAREOWNER VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

We are providing our shareowners with an advisory vote on the frequency of the shareowner vote on the compensation of our named executive officers as required pursuant to Section 14A of the Exchange Act. By voting on this proposal, shareowners may indicate whether they prefer that we seek future advisory votes on executive compensation every one, two, or three years. You will also have the choice to abstain from voting on this proposal.

Based on a shareowner vote at the 2017 Annual Meeting of Shareowners, shareowners currently vote on the compensation of our named executive officers on an annual basis. This advisory vote is one mechanism for shareowners to provide input on our compensation programs. In addition, shareowners can provide input to the Board by using other mechanisms such as through our director resignation policy with respect to uncontested director elections, shareowner proposals, our proxy access by-law, and by communicating directly with the Board or individual directors by sending letters or by speaking with them at the Annual Meeting of Shareowners.

The following resolution will be submitted for a shareowner vote at the 2023 Annual Meeting:

“RESOLVED, that the shareowners of the Corporation approve, on an advisory basis, whether the shareowner vote on the compensation of the Corporation’s named executive officers listed in the annual proxy statement should occur every one, two, or three years.”

Your vote on the frequency of the shareowner vote on the compensation of our named executive officers is advisory and not binding on the Company. The frequency that receives the highest number of votes cast will be deemed to be the frequency selected by our shareowners. The Board and the Compensation and Talent Management Committee value the views of shareowners and will take the results of the vote into consideration in determining whether to change the frequency of the shareowner vote on the compensation of our named executive officers.

ITEM 3: THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF EVERY ONE YEAR AS THE FREQUENCY FOR FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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Executive SummaryBack to Contents

COMPENSATION DISCUSSION AND ANALYSIS

NAMED EXECUTIVE OFFICERS (NEOS)

This CD&A describes our executive compensation philosophy and program, as well as the specific compensation paid during fiscal year 2022 to the five executives shown below. We refer to these individuals as our “named executive officers,” or NEOs.

BLAKE D. MORET	NICHOLAS C. GANGESTAD	SCOTT A. GENEREUX	REBECCA W. HOUSE	VEENA M. LAKKUNDI
Chairman, President & Chief Executive Officer	SVP & Chief Financial Officer	SVP, Chief Revenue Officer	SVP, Chief People and Legal Officer & Secretary	SVP, Strategy and Corporate Development

EXECUTIVE SUMMARY

COMPENSATION PROGRAM OVERVIEW

Our compensation philosophy is designed to attract, retain, and motivate the high caliber executive talent necessary to deliver long-term and sustained performance to our shareowners, customers, and other stakeholders. The philosophy is implemented through our executive compensation programs which provide flexible and effective total compensation opportunities relative to our corporate performance and aligned with shareowner interests.

OverviewWe view our compensation programs as a means of communicating our goals and objectives while providing employees with motivating total rewards opportunities. Within this framework we seek to observe the following principles:

• Attract, Retain, and Motivate High Caliber Executive Officers - Provide competitive compensation opportunities based on market data in areas where we compete for talent that allow us to attract, retain, and motivate a high caliber executive team • Pay for Performance - A significant portion of the executive’s compensation should be “at-risk” and linked to the executive’s individual contributions and to the Company’s performance, including delivery of financial results, culture evolution, and strategic objectives • Transparency - Promote transparency and understanding of our programs • Reinforce Succession Planning - Compensation programs support the objectives of the succession planning process for executives • Aligned with Company Goals and Shareowner Interests - Continual review of program offerings and designs to align and evolve with shareowner interests • Promotes Long-Term Growth - Compensation programs focused on long-term and sustainable growth while maintaining focus on profitability and shareowner value creation • Provide Limited Perquisites - Provide only limited perquisites and other personal benefits

The performance measures included within our incentive plans are aligned with shareowner interests:

•

Annual incentive: Organic sales growth, Adjusted Earnings Per Share (EPS), Free cash flow, Organic Annual Recurring Revenue (ARR) Growth

•

Long-term incentive: Relative Total Shareowner Return (TSR) and stock price performance

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COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Element	Form of Award	Program Components	Period	2022 Total Target Direct Compensation Mix
				CEO	Other NEOs
Base Salary	Cash	Competitive pay based on scope, experience, and performance	One year
Annual Incentive (ICP)	Cash	Performance on four key financial goals with adjustment for company performance against strategic goals and individual performance	One year
Long-Term Incentive (LTI)	Performance Shares (40%)	Realized value based on TSR performance relative to the S&P 500 Selected GICS (Capital Goods, Software and Services, and Technology, Hardware, and Equipment)	Vest after three years
	Stock Options (30%)	Realized value based on appreciation in stock price relative to original grant price	Vest over three years in three equal annual installments
	Restricted Stock Units (30%)	Realized value based on our stock price performance	Vest over three years in three equal annual installments

EXECUTIVE COMPENSATION BEST PRACTICES

We employ the following best practices to effectively manage our executive compensation program:

• Compensation program design and annual benchmarking of executive pay levels based on data from nationally recognized compensation consulting firms • Rigorous executive stock ownership requirements • Overseen by independent directors with significant experience and knowledge of the drivers of our long-term performance	• Clawback policy of incentives for all our officers • Annual assessment of compensation plan risk • Incentive thresholds and targets reward improved year-over-year and long-term financial performance • Balanced use of absolute and relative performance incentive metrics	• No employment agreements with officers • Limited use of change of control agreements, including no excise tax gross-ups, with a double-trigger requirement for equity vesting • Limited use of perquisites • Annual review of compensation consultant independence and performance

SHAREOWNER SUPPORT ON EXECUTIVE COMPENSATION

At our 2022 Annual Meeting of Shareowners our shareowners voted to approve our executive compensation programs on an advisory basis. We have always received shareowner approval for our executive compensation programs. In 2022, we engaged with shareowners to discuss our executive compensation program and feedback from our outreach calls was presented to the Compensation and Talent Management Committee (Committee). We believe these voting results and shareowner feedback received represent an endorsement of our executive compensation philosophy and pay programs.

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2022 FINANCIAL PERFORMANCE HIGHLIGHTS

We delivered strong operating performance amidst continued supply chain volatility, significant inflation, and currency headwinds. Our orders and sales performance in fiscal 2022 reflect the compelling value we provide to our customers across many industries and regions. The Company achieved several key financial, operational, and strategic performance milestones in fiscal 2022 including:

•

Full year orders over $10 billion, up over 20% year over year

•

Record revenue levels – reported sales of $7.8 billion, up 10.9% year over year, organic sales up 11.3% year over year

•

Diluted EPS of $7.97, Adjusted EPS of $9.49

•

14% growth in organic ARR – an incentive metric aligned with our strategic intent to increase our resilience and move the business towards greater recurring revenue streams, growing to over 8% of revenue this year

•

Integration of Plex Systems and Fiix Inc. to accelerate our strategy to bring The Connected Enterprise to life by combining industry-leading cloud technology with our existing software portfolio and domain expertise

The table below demonstrates the year-over-year results for the financial measures used in our annual incentive plan:

•

TSR is a financial measure used in our long-term incentive plan. The following line graph compares the cumulative TSR of our common stock against the cumulative total return of the S&P 500 Index for the three-year period from October 1, 2019, to September 30, 2022, assuming in each case a fixed investment of $100 at the respective closing prices on September 30, 2019, and reinvestment of all dividends. Our cumulative three-year performance outpaced the S&P 500 Index, over the same period.

The cumulative total returns on Rockwell Automation common stock and the S&P 500 Index as of each September 30 plotted in the above graph are as follows:

	9/30/2019		9/30/2020		9/30/2021		9/30/2022
Rockwell Automation*	$	100.00	$	136.66	$	185.04	$	137.74
S&P 500 Index	$	100.00	$	115.13	$	149.66	$	126.47
Cash dividends per common share	$	3.88	$	4.08	$	4.28	$	4.48
* Includes the reinvestment of all dividends in our common stock.

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ALIGNING PAY WITH PERFORMANCE

Our strategy is to bring The Connected Enterprise to life by integrating control and information across the enterprise. We deliver customer outcomes by combining advanced industrial automation with the latest information technology. Our strategy seeks to:

•

Achieve organic sales growth in excess of the automation market by expanding our served market and strengthening our competitive differentiation;

•

Grow market share of our core platforms;

•

Drive double digit growth in information solutions, connected services, and ARR;

•

Acquire companies that serve as catalysts to organic growth by increasing our information solutions and high-value services offerings and capabilities;

•

Enhance our market access by building our channel capability and partner network;

•

Deploy human and financial resources to strengthen our technology leadership and our intellectual capital business model;

•

Continuously improve quality and customer experience; and

•

Drive annual cost productivity.

We believe:

•

Our employees’ knowledge of our customers and their applications and our technology are key factors that make our long-term business strategy work.

•

It is important to align the compensation of our leadership with our long-term business strategy. Our short- and long-term incentive plans focus the management team’s efforts in the areas that are critical to the success of our long-term business strategy.

•

The quality of our leadership has a direct impact on our performance and success.

•

A significant portion of an executive’s compensation should be variable. The variable portions of our annual incentive plan (ICP) and long-term incentives (LTI) are directly linked to our performance and the creation of shareowner value. As shown in the charts below, 90% of the CEO’s target compensation, and approximately 80% of the other NEOs’ target compensation, was compensation at-risk in fiscal 2022:

•

Rockwell Automation has a long-standing and strong orientation toward pay for performance in its executive compensation program. We maintain this orientation throughout economic cycles that may cause fluctuation in our operating results. We are pleased to report thatresults and compensation outcomes. The fiscal 2017 was a very good year with 14% EPS growth on 7.3% higher sales compared to fiscal 2016 and another strong year2022 compensation of free cash flow generation and return on invested capital (ROIC) performance. Our fiscal 2017 total shareowner return (TSR) was 51.3% and at the 94^thpercentile of the companiesour NEOs, as explained in the S&P 500 Index.Fiscal 2022 Compensation Decisions section below, aligns with our annual and long-term performance and shareowners’ interests.

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COMPENSATION REVIEW PROCESS

The table below outlines the typical timing and annual review process that our Committee follows.

The Committee may deviate from this timing to make compensation changes regarding executives who are promoted or hired during the year or to respond to unusual conditions that require decisions on a different timetable.

Willis Towers Watson, the Committee’s independent compensation consultant, the CEO, and certain other executives assist the Committee with its review of compensation of our officers. The CEO does not participate in discussion regarding his own compensation.

PEER GROUP

The Committee believes it is important to clearly understand the relevant market for executive talent to inform its decision-making and to ensure that our executive compensation program supports our recruitment and retention needs. The compensation decisions madereview process incorporates the prevalent market practice of using a defined peer group for fiscal 2017 reflectbenchmarking NEO pay levels and practices. Reflecting our Company’s strong business performance relative to the goals set out for the year. We are performance-orientedgrowth in information technology and set stretch financial goals, balancing rewards with appropriate risk. In light of our pay-for-performance philosophy and based on our sales and Adjusted EPS performance, the fiscal 2017 Annual Incentive Compensation Plan (ICP) payouts averaged above target (average payout of 134%) for named executive officers (NEOs).

For the performance period from October 1, 2014 to September 30, 2017, our three year TSR of 60.3% was at the 73^rdpercentile of the companies in the S&P 500 Index, resulting in 187% of the target number of performance shares being earned for that performance period. We believe all of the decisions described in this proxy statement reflect this orientation toward pay for performance and our ongoing commitment to this philosophy.

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Executive Compensation

Our executive compensation programs include:

Base Salary

Annual Incentive Compensation

Long-term Incentives

Defined Benefit and Defined Contribution Retirement Plans

Very Limited Perquisite Package

Objectives	Philosophy	Results Focus
Our executive compensation programs are designed to: ●Balance rewards with appropriate risk ●Create shareowner value ●Attract and retain executive talent	Our executive compensation philosophy is built on the following principles: ●Align compensation with the Company’s strategy ●Motivate superior long-term performance ●Balance rewards with appropriate risk-taking and the creation of shareowner value ●Pay for performance by establishing goals tied to the Company’s results ●Provide market-competitive pay ●Recognize that the quality of our leadership has a direct impact on our performance	Our performance measures are aligned with shareowner interests: ●Total Shareowner Return (TSR) ●Sales ●Adjusted Earnings per Share (Adjusted EPS) ●Return on Invested Capital (ROIC) ●Segment Operating Earnings ●Free Cash Flow

Decisions and Actions

Factors Guiding Our Compensation Decisions		●Market compensation rates for each position ●Company’s performance against pre-established goals ●Relative share performance of the Company compared to the broader stock market ●Experience, skills and expected future contribution and leadership of each individual ●Contributions and performance of each individual
2017 Compensation Decisions (see pages 38-40 for details)		●Base Pay:NEO salary increases ranged from 1.9% to 3% to reflect market-based adjustments, except for Messrs. Moret and Goris. Mr. Moret was promoted to President and CEO and his base pay increased from $600,000 to $950,000 effective July 1, 2016 due to his promotion. Mr. Goris was promoted to SVP and CFO and his base pay increased to $475,000 effective February 6, 2017. These decisions are consistent with our compensation philosophy to bring salary closer to market competitive levels over two to three years following a significant promotion. ●Annual Incentive Compensation Plan (ICP):ICP targets were based on Company and segment financial results,industrial operational technology software solutions, we incorporate specific industry sectors as in prior years. In fiscal 2017, we surpassed target goals for all Company level measures resulting in fiscal 2017 ICP awards above target for our NEOs (average 134% of target payout). All NEOs ICP targets as a percentage of base salary remained unchanged for 2017, except for Messrs. Moret and Goris. Mr. Moret’s target increased to 120% effective for fiscal 2017 and Mr. Goris’ target increased to 70% effective February 2017 upon promotion to SVP and CFO. ●Long-Term Incentives (LTI):The Committee considered the Company’s performance during fiscal 2016, market competitive pay, and the Company’s philosophical orientation toward performance-based compensation when determining fiscal 2017 equity grants. Fiscal 2017 grant values ranged from 4% to 7% higher relative to fiscal 2016, except for Messrs. Moret and Goris. Mr. Moret received a $3.6M grant and Mr. Goris received two grants, one at the time annual grants were made in December and a second in February upon promotion to SVP and CFO. For additional information on incentive awards made in fiscal 2017, see the Grants of Plan-Based Awards Table and Outstanding Equity Awards Table.

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Executive Compensation

Shareowner Advisory Vote and Shareowner Outreach		●At our 2017 Annual Meeting of Shareowners, 90% of the shares voted at the meeting approved our executive compensation programs. ●In each of the last three years of shareowner advisory voting, we received 90% or greater shareowner approval. ●We believe these results represent a strong endorsement of our executive compensation philosophy and pay programs. ●In fiscal 2017, we invited our largest shareowners (excluding index funds and brokerage accounts), who represent 23% of our outstanding shares, for phone conferences with our management to discuss governance, compensation and proxy matters. The comments related to our executive compensation programs were overwhelmingly supportive of our current pay programs and designs.
2018 Program Updates (see page 41 for details)		Based on our shareowner advisory vote on executive compensation, as well as input gained during shareowner outreach, the Compensation Committee determined that our current executive compensation program is well aligned with shareowner expectations. There are no significant changes to the design of our executive compensation programs for fiscal 2018.

Fiscal 2017 Goals and Performance

Early in the year, the Board of Directors approved an annual operating plan that reflected our expectations for our performance during fiscal 2017. The annual operating plan called for continued improvement in our financial results from fiscal 2016.

Goal Setting Process

The Compensation Committee used the annual operating plan as the basis for setting goals for sales, Adjusted EPS, ROIC, free cash flow and segment operating earnings under our incentive compensation plans. For fiscal 2017, the annual ICP target payout was set based upon goals for each measure above the high end of the external guidance range established at the beginning of the fiscal year. This was viewed by the Committee as appropriate based on challenging economic conditions and long-term sales growth expectations.

The Compensation Committee determined that meeting these goals would require significant effort and achievement on the part of the management team and all Company employees in the continued executionselection process for a relevant benchmark to our labor market for executive talent.

Following an annual review of our growthCompensation Peer Group (peer group), led by Willis Towers Watson, the Committee removed Regal Beloit and performance strategy. The charts below display the fiscal 2017 actual results relativeVishay Intertechnology to better align our peer group with our Company’s revenue and market capitalization. Additions to the goals set at2022 peer group include Palo Alto Networks to increase the beginning ofpeer group focus on the year for the financial measuresSystems and Software industry sector in the annual ICP for our CEO. All goals are reset each year,alignment with the requirement that Adjusted EPSbusiness strategy and sales goals require year over year improvement.Emerson Electric Co. as a direct competitor. The Committee determinesselected the ROIC goal based upon a number of factors, including macroeconomic and accounting impacts. The free cash flow goal was setfollowing 20 companies to constitute the 2022 peer group (the “Compensation Peer Group”) at 105% of Adjusted Net Income.their September 2021 meeting:

Key Business Results and Goals: Annual Incentive Compensation Plan (ICP) for Our CEO

ICP Sales Measure(1) ($ in millions)		ICP Adjusted EPS Measure(1)		ICP Return on Invested Capital Measure (ROIC)(1)		ICP Free Cash Flow Measure(1) ($ in millions)

(1)	Please refer to ICP measures table on page 35 for further explanation of how these non-GAAP financial measures are calculated.

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Executive Compensation

Aligning Pay with Performance

	Supports Pay for Performance
	Supports Attraction and Retention		Current Year Financial and Operational Performance		Long-Term Financial Performance		Creation of Shareowner Value
Salary
Annual Incentive Compensation (ICP)
Long-Term Incentives (LTI)
Retirement Plans

Our long-term business strategy seeks sustained organic growth through, among other things, expanding our served markets, continuing to innovate and enhancing our market access. We have a strong productivity culture that has allowed us to reinvest in organic growth. Acquisitions and partnerships also serve to accelerate our strategy. We believe:

●	Our employees’ knowledge of our customers and their applications and our technology are key factors that make our long-term business strategy work.
●	It is important to align the compensation of our leadership with our long-term business strategy.
●	Our short- and long-term incentive plans, among other things, should focus the management team’s efforts in the areas that are critical to the success of our long-term business strategy.

The quality of our leadership has a direct impact on our performance and, with the oversight of the Compensation Committee, we offer compensation plans, programs and policies intended to attract and retain executive talent and “pay for performance,” including the creation of shareowner value.

We believe that a significant portion of an executive’s compensation should be variable and the variable portion (ICP and LTI) directly linked to our performance and the creation of shareowner value. As shown in the charts below, the Compensation Committee planned 83% of the CEO’s target compensation and approximately 72% of the other NEOs’ target compensation to be linked to performance in fiscal 2017.

CEO 2017
Total Direct Compensation Mix

Other NEO 2017
Total Direct Compensation Mix

Compensation Review Process

We evaluate and take into accountalso consider broader market data in setting each element of our NEOs’ and other officers’ compensation. We defineIn particular, the Committee reviewed custom industry market practice by usingdata from the results of surveys of major companies (the Major Companies) provided by Willis Towers Watson and Aon HewittAon. This custom benchmarking includes specific industry sectors that best represent our labor market, size-adjusted based on revenue to yield an index of approximately 200 companies. The Company is near the median revenue of both this broader-based benchmark group and the Compensation Peer Group (collectively, the Survey Providers)“Peer Groups”). The Willis Towers Watson and Aon Hewitt databases include over 700 and 340 companies, respectively. In setting compensation levels for each element of pay, we analyze data relating to the Major Companies using regression analysesdeveloped by the Survey Providers based on our sales. The market data analysis is typically the starting point for, and a significant factor in,

We believe our compensation determinations, but is not the only factor asreview process provides an appropriate picture of where we also consider the scope of the individual officer’s responsibilitiescompete for talent and more subjective factors, such as the Compensation Committee’s (and the CEO’saligns with best practices in the case of other officers) assessment of the officer’s individualmarket. This process provides flexible and effective total compensation opportunities relative to our corporate performance and expected future contributions and leadership.aligned with shareowner interests.

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Executive Compensation

The Compensation Committee has engaged Willis Towers Watson, its independent compensation advisor,Back to provide advice on compensation trends and market information. See page 12 for a description of the services provided by Willis Towers Watson to the Company.Contents

The Committee engaged Willis Towers Watson in September 2017 to conduct a review of all of our compensation programs relative to the potential for incentives to motivate excessive risk-taking in a way thatcould materially affect the Company. Willis Towers Watson reviewed the measures used in each program, the target setting process, and the overall governance of our compensation plans. The review concluded that we have strong governance procedures and that our plans do not present a material risk to the Company or encourage excessive risk taking by participants. Willis Towers Watson has updated this review annually and has come to a similar conclusion in prior years regarding the Company’s compensation programs.

Executive Compensation Best Practices

Our Compensation Committee and management employ the following best practices to effectively manage our executive compensation programs, including:

●Annual benchmarking of executive pay levels and design based on data from nationally recognized compensation consulting firms ●Rigorous executive stock ownership requirements ●Independent directors with significant Compensation Committee experience and knowledge of the drivers of our long-term performance

●Incentive plan claw-backs for our CEO and CFO ●Annual review of consultant independence ●Assessment of incentive plan risk ●Set incentive thresholds and targets that incent improved year over year and long-term financial performance

●Set target performance share payout at 60th percentile of relative TSR performance ●No employment agreements with officers ●Limited use of change of control agreements, including no excise tax gross-ups, and with a double-trigger requirement for equity vesting ●Limited use of perquisites

Use of Tally Sheets

USE OF TALLY SHEETS

We consider the total compensation (earned or potentially available) for each NEO in establishing each element of compensation. As part of our compensation review process, the Compensation Committee’s independent consultantCommittee conducts a total compensation review or “Tally Sheet” study for the Compensation Committee.. This review encompasses three years of all elements of compensation, including base salary, annual incentives, realized value of LTI grants, perquisites, health benefits,awards, and retirement and termination benefits. This review includes aconsideration of amounts to be paid and other benefits accruing to our NEOs upon their retirement or other termination of employment. We consider the potential outcomes of annual incentives and LTI grants under a variety of performance scenarios. We also review theeach NEOs’ current balances in various compensation and benefit plans.Company stock ownership as well as potential termination payments. Based upon the results of this analysis, the Compensation Committee concluded that our compensation programs are in line with our compensation philosophy and provide an appropriate range of outcomes tied directly to the Company’s and individual’s performance.philosophy.

Compensation Risk Assessment

We do not believe our compensation programs encourage our executives to take excessive risk due to, among many considerations, the following plan design elements:

●Our ICP provides a balance among sales, earnings, cash flow and asset performance, limiting the effect of over-performance in one area at the expense of others ●Payouts under our ICP are capped at twice the individual’s ICP target, limiting excessive rewards for short-term results ●Recoupment policy and claw-back agreements mitigate against risk

●Compensation Committee can reduce or withhold the incentive if it determines that the executive has caused the Company to incur excessive risk ●Majority of the Total Direct Compensation for our NEOs is in the form of long-term incentives ●Our mix of equity vehicles appropriately motivates long-term performance

●Majority of equity vests over a period of multiple years with performance shares and restricted stock vesting at three years ●Stock ownership requirements for our NEOs, which encourage a long-term view

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Table of ContentsROLE OF MANAGEMENT

Executive Compensation

Role of Management

The Compensation Committee assesses the performance of the CEO and sets the CEO’s compensation in executive session without the CEO present. The CEO reviews the performance of our other officers, including the other NEOs, with the Compensation Committee and makes recommendations regarding each element of their compensationforcompensation for the Compensation Committee’s review and approval. The Compensation Committee and the CEO are assisted in their review by Willis Towers Watson and the Senior Vice President, Human Resources and the Vice President, CompensationChief People & Benefits.Legal Officer. The other NEOs do not play a role in their own compensation determinationdeterminations other than discussing their performance with the CEO.

Elements of Compensation

FISCAL 2022 COMPENSATION DECISIONS

BASE SALARY

Base Salary

We develop base salary guidelines for our officers at the median of the market data. However, the Compensation Committee’s salary decisions reflect the market data as well as the individual’s responsibilities and more subjective factors, such as the Compensation Committee’s (and the CEO’s in the case of other officers) assessment of the officer’s individual performance, skills and experience, internal equity, and expected future contributions and leadership. It is the Compensation Committee’s approach to move base salaries to market over time when there are significant promotions. The Compensation Committee reviews base salaries for our officers every year.on an annual basis, as well as at the time of hire, promotion, or other change in responsibilities. In determining our NEOs’ base salaries, the Committee considers:

•

Our Peer Groups’ benchmarks and external market factors;

•

Our performance and the performance of the NEOs’ business segments (where applicable), as well as the NEOs’ performance compared to operating and leadership objectives;

•

Scope, experience, skills, and recent significant promotions or changes in role or responsibilities;

•

Internal equity among the NEOs;

•

Expected future contributions and leadership; and

•

Salary increase plans for other employees.

Annual Incentive CompensationThe table below summarizes the changes in NEO base salary during fiscal 2022.

Name	October 1, 2021 Base Salary ($)	Base Salary Upon Hire or Promotion	January 3, 2022 Increase (%)		September 30, 2022 Base Salary ($)	FY2022 Salary ($)
Blake D. Moret	1,163,900		—		1,163,900	1,163,900
Nicholas C. Gangestad	800,000		3.3	%	826,000	819,425
Scott A. Genereux	600,000		3.3	%	619,500	614,569
Rebecca W. House	618,000		3.3	%	638,100	633,017
Veena M. Lakkundi (1)	—	650,000	—		650,000	597,701
(1) Ms. Lakkundi was hired effective November 1, 2021 and received a $500,000 cash sign-on bonus with a two- year clawback provision.

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ANNUAL INCENTIVE COMPENSATION

We provide annual incentive compensation plans are designedopportunities to reward our executives for achieving Company and business segment results and for individual performance. UnderNEOs under our ICP, we establish for each executive atICP.

NEO TARGETS

At the start of each fiscal year, or upon hire, we establish for each executive an incentive compensation target equal to a percentage of the individual’s base salary.salary effective as of the fiscal year-end period. For the NEOs, the target is based on our Peer Groups’ benchmark with adjustments to reflect internal equity and other subjective factors.

Effective for fiscal 2022, the targets as a percentage of base salary (annual incentive targets) for our NEOs are provided below. Mr. Moret’s target increased from 140% to 150% to reflect the Committee’s view of his performance and position relative to the market benchmarks, while targets for the other NEOs were unchanged from fiscal 2021. The table below summarizes the fiscal 2022 annual and prorated incentive targets for our NEOs eligible for fiscal 2022 ICP awards which can range from 0 to 200% of target incentive, in line with our pay for performance orientation:

Name	Annual Incentive Target (%)
Blake D. Moret	150	%
Nicholas C. Gangestad	100	%
Scott A. Genereux	80	%
Rebecca W. House	80	%
Veena M. Lakkundi (1)	80	%
(1) Ms. Lakkundi’s fiscal 2022 incentive is prorated for time worked in the fiscal period based on November 1, 2021 date of hire resulting in 73.3% fiscal 2022 annual incentive target.

2022 ICP MEASURES AND GOALS

The Committee annually reviews the compensation measures and weightings and our fiscal 2022 ICP was designed to reward our executives for achieving the Company’s financial goals. The following table indicates the fiscal 2022 ICP financial measures and weightings for assessment of Company-wide financial performance for all the NEOs:

Organic ARR and sales growth, adjusted EPS, and free cash flow directly link incentive metrics to key Company financial goals with a balance between earnings, sales, and capital management. The Committee uses the Company’s annual operating plan as the basis for setting goals for adjusted EPS, organic sales growth, free cash flow, and organic ARR growth under our incentive compensation is generallyplans. The ICP financial goals for fiscal 2022 are shown below. The Committee determined that meeting these goals would require significant effort and achievement on the part of the management team and all Company employees in the continued execution of our strategy. Target goals for adjusted EPS and organic sales growth were set at the medianmidpoint of the market data. Actual incentive compensation payments under our ICP may beexternal guidance and higher or lower than the incentive compensation target based on financial, operating and individual performance as described below. In line with our pay-for-performance orientation, actual ICP payouts vary from year to year based on performance compared to goals.

Inlevels achieved in fiscal 2021. Moreover, the early part of each fiscal year, the CEO reviews with the Compensation Committee the recommended financial goals for the fiscal year for purposes of our ICP. These goals include:

●	measurable financial goals with respect to our overall performance; and
●	for certain officers engaged in our business segments, measurable financial goals with respect to the performance of those business segments.

The Compensation Committee approves a set of financial goals, taking into account the CEO’s recommendations, and allocates a weighting of the target incentive compensation among the various goals that it establishes. For fiscal 2017, the Compensation Committee determined in the early part of the year that no payments were towould be made under ourthe ICP if Adjustedadjusted EPS was less than the previous year’s results.

After the end$9.20—regardless of performance against any of the fiscal year,other financial goals. The Committee determined that the Compensation Committeeorganic ARR growth of 17% and the CEO evaluate our performance and the performancefree cash flow goal of our business segments and consider the results compared to the pre-established goals. As a starting point, target amounts under our ICP are generally earned if we achieve our financial goals for the year. For fiscal 2017, the annual ICP target payout was set based upon goals for each measure above the high end of the external guidance range established at the beginning of the fiscal year. This was viewed by the Committee as$1,156 million were appropriate based on economic conditions and an expectation of sales growth below our long-term financial goals. In addition to performance relative to pre-established financial goals, awards to each officer under our ICP may be adjusted based onat the Compensation Committee’s year-end assessment (and except intime the case of the CEO, based on the CEO’s recommendation) as to the individual’s achievement of individual goals and objectives and certain more subjective assessments of leadership acumen and the individual’s expected future contributions. Accordingly, whiletargets were set.

While achieving our financial goals is extremely important in determining our annual incentive compensation, the Compensation Committee maintains discretionICP award process also includes an adjustment based on strategic Company goal performance. In 2022, our strategic goals were focused on organizational development and our cultural evolution that are foundational to adjustdriving business results and are inclusive of environmental, social, and governance (ESG) goals. Having the right environment where all people can be engaged and productive is critical to our success. A positive or negative ten percent adjustment to the fiscal 2022 annual incentive compensation, not to exceed the maximum under our Annual Incentive Compensation Plan for Senior Executive Officers (Senior ICP) as described in the following paragraph.

Under our Senior ICP which applies toformula payout based on financial measure performance could be made based on the CEO and Committee’s assessment of progress made in four other Senior Executive Officers,tenets of our culture: strengthening our commitment to and demonstration of integrity, diversity, equity and inclusion, comparing ourselves to the best alternatives, increased speed of decision making, and ensuring a steady stream of fresh ideas. Additionally, the Committee can adjust the NEO payout based on individual performance downwards to zero or upwards to two times the NEOs target annual incentive compensation paymentsamount.

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Back to those officers in total may not exceed 1% of our applicable net earnings (as defined in that plan) with the CEO’s maximum payment not to exceed 35% of the available funds, and each of the other four NEOs’ maximum payouts, respectively, not to exceed 15% of the available funds. The process for determining ICP awards for these individuals is the same as that used for the other ICP participants with the exception being that these individuals are subject to the noted limit on payments. However, consistent with our other ICP participants, payouts are capped at twice the individual’s ICP target.Contents

The fiscal 2017 annual incentive compensation measures for Messrs. Moret, Chand, and McDermott are based upon Company performance and the annual incentive compensation measures for Messrs. Goris, Crandall and Kulaszewicz are based upon a combination of Company performance and the performance of the business segment they supported and led.

34     ROCKWELLAUTOMATION FY2017 Proxy Statement

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Table of Contents2022 PERFORMANCE AND PAYOUT RESULTS

Executive Compensation

The following table shows the 20172022 Company and segment financial goals used to determine awardsaward payouts under our ICP for fiscal 20172022 and our performance compared to those goals:goals. Despite increased Adjusted EPS and organic sales growth from prior year performance, we set stretch goals based on our outlook at the beginning of the fiscal year and achieved results below these target goals due to continued supply chain volatility and constraints. The resulting fiscal 2022 ICP plan performance was 42.9% of target incentive for our NEOs. 

		ICP Sales Measure ($ in millions)(1)						ICP Adjusted EPS Measure(2)						ICP Return on Invested Capital Measure(3)						ICP Segment Operating Earnings Measure ($ in millions)(4)						ICP Free Cash Flow Measure ($ in millions)(5)
		Goal		Performance		%		Goal		Performance		%		Goal		Performance		Difference		Goal		Performance		%		Goal		Performance		%
Company		$6,326		$6,405		101.2%		$6.33		$6.48		102.4%		35.1%		37.7%		2.6 pts.								$857		$1,049		122.4%
Architecture & Software		$2,836		$2,943		103.8%														$739		$782		105.8%
Control Products & Solutions		$3,490		$3,462		99.2%														$520		$452		86.9%

In 2022, we made progress on all four of our culture tenets. Upon recommendation of our CEO, the Committee did not make an adjustment to the calculated FY 2022 Incentive Plan Performance for all participants, but we applied positive incentive award adjustments to individuals who meaningfully contributed to strategic and cultural goal achievement.

(1)			SalesAdjusted EPS is a non-GAAP earnings measure that excludes non-operating pension and postretirement benefit (cost) credit, purchase accounting depreciation and amortization attributable to Rockwell Automation, net income (loss) attributable to noncontrolling interests, and change in fair value of investments, including their respective tax effects. Non-operating pension and postretirement benefit (cost) credit is defined as all components of our net periodic pension and postretirement benefit cost except for service cost. In fiscal 2022, the adjusted EPS used for ICP purposes excluded a $0.01 positive impact from acquisitions that were not a part of our original fiscal 2022 target. Historically, exclusions from adjusted EPS for ICP purposes have been both positive and negative. (2) Organic sales growth for the Company as used for ICP purposes is a non-GAAP financial measure and is equal toexcludes the effects of changes in currency exchange rates (2.7%) and the positive effects of acquisitions (2.3%). When we acquire businesses, we exclude sales from continuing operations only and excludesin the current period for which there are no comparable sales in the prior period. We determine the effect of changes in currency exchange rates ($94 million unfavorable). Salesby translating the respective period’s sales using the same currency exchange rates that were in effect during the prior year. (3) ARR is a key metric that enables measurement of progress in growing our recurring revenue business. It represents the annual contract value of all active recurring revenue contracts at any point in time. Recurring revenue is defined as a revenue stream that is contractual, typically for Architecture & Software excludesa period of 12 months or more, and has a high probability of renewal. The probability of renewal is based on historical renewal experience of the individual revenue streams, or management’s best estimate if historical renewal experience is not available. Organic ARR growth is calculated as the dollar change in ARR, adjusted to exclude the effects of currency translation and acquisitions, divided by ARR as of the prior period. The effects of currency translation are excluded by calculating Organic ARR on a constant currency basis. When we acquire businesses, we exclude the effect of changesARR in currency exchange rates ($44 million). Salesthe current period for Control Products & Solutions excludeswhich there was no comparable ARR in the effect of changes in currency exchange rates ($50 million). We use sales excluding the effect of changes in currency exchange rates as one measure to monitor and evaluate our performance. We measure the currency impact on sales as the difference between local currency sales translated to U.S. dollars using annual operating plan rates versus local currency sales translated to U.S. dollars using GAAP rates. prior period.
(2)	Adjusted EPS is a non-GAAP measure that excludes non-operating pension costs and their related tax effects from income from continuing operations and corresponding EPS. In 2017, the Adjusted EPS for ICP excluded favorable gain ($0.28) from a divestiture. The Company defines non-operating pension costs as defined benefit plan interest cost, expected return on plan assets, amortization of actuarial gains and losses and the impact of any plan curtailments or settlements.
(3)	For a complete definition and explanation of our calculation of return on invested capital, see Supplemental Financial Information on page 62. In 2017, the Adjusted ROIC for ICP excluded a gain from a divestiture ($36 million, net of tax), and a discretionary U.S. pension contribution ($157 million, net of tax).
(4)	Information regarding how we define segment operating earnings is set forth in Note 15, Business Segment Information, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.
(5)	We calculated the $1,049 million in free cash flow, performance, an internala non-GAAP performance measure, for ICP purposes as cash provided by continuing operating activities ($1,034823 million), minus capital expenditures ($142 million), plus discretionary after tax U.S. pension contribution ($157141 million). Our definition of free cash flow for this internal performance measureICP purposes takes into consideration capital investments required to maintain the operations of our businesses and execute our strategy. Cash provided by continuing operating activities adds back non-cash depreciation expense to earnings but does not reflect a charge for necessary capital expenditures. Our definition of free cash flow excludes the operating cash flows and capital expenditures related to our discontinued operations. We use free cash flow as one measure to monitor and evaluate performance. Our definition of free cash flow may differ from definitions used by other companies. (5) The Committee did not make an adjustment to the calculated FY 2022 Incentive Plan Performance for all participants, but we applied positive incentive award adjustments to individuals who meaningfully contributed to strategic and cultural goal achievement.

Long-Term Incentives

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The following table includes the fiscal 2022 incentive payment calculations for our NEOs.

Name	Fiscal Year End Base Salary ($)	X	Annual Incentive Target (%)	X	Fiscal 2022 Incentive plan earned payout (%)	=	Fiscal 2022 Incentive Payments ($)
Blake D. Moret	1,163,900		150%		42.9%		748,970
Nicholas C. Gangestad	826,000		100%		42.9%		354,354
Scott A. Genereux	619,500		80%		42.9%		212,612
Rebecca W. House	638,100		80%		42.9%		218,996
Veena M. Lakkundi (1)	650,000		73.3%		42.9%		204,490
(1) Ms. Lakkundi’s fiscal 2022 annual incentive target of 80% is prorated for time worked in the fiscal period based on November 1, 2021 date of hire resulting in 73.3% fiscal 2022 prorated annual incentive target.

LONG-TERM INCENTIVES (LTI)

The principal purpose of our long-term incentives is to reward management for creating shareowner value and to align the financial interests of management withand shareowners. The creation of shareowner value is important not only in absolute terms, but also relative to the value created as compared to other investment alternatives available to our shareowners. Our practice is to makeThe Committee approves annual grants of LTI awards for the CEO and executive officers, including the other NEOs, by individual and the CEO recommends to executives usingthe Committee the LTI awards for other employees in total as a combination of stock options, performance shares and restricted stock.group.

As a critical element of our executive compensation programs,program, at-risk long-term incentives make up the largest component of total pay for our NEOs. We establish long-term incentive values atIn fiscal 2022, the median (50th percentile)overall structure of our LTI program for executives continued to have three components but the Major Companies, the same process we use to establish base salary guidelines and ICP target opportunities. The companies used in determining these values are included in the Willis Towers Watson and Aon Hewitt executive compensation databases described above.

The Committee then considers a varietyallocation of factors in determining whether actual grant date values for long-term incentive awards should deviate from the median values. These factors include:

●	the Company’s recent financial performance;
●	changes in market long-term incentive grant practices;
●	share availability and usage patterns at the Company;
●	individual performance; scope of an individual’s role; and
●	internal equity and retention.

These factors are not weighted and there is no formula for how the factors are applied in determining actual grant date values. Instead, the Committee uses its judgment in considering these factors to ensure there is a strong correlation between pay and performance, a theme prevalent throughout the executive pay programs. Actual grant date values are expected to approximate the median baseline level in years when these factors do not warrant increased grant values. Actual grant date values are positioned between the 50th and 75th percentile of the relevant market in years when performance and the factors noted

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Table of Contents

Executive Compensation

above warrant higher than median grant date values. Actual realized values from these grants will reflect changes in Company stock price over time and how the Company’s stock price performs relative to the S&P 500 Index. For fiscal 2017, we calculated the number of options, performance shares, and shares of restricted stock was adjusted to the following percentages of the total LTI value:

This allocation of annual LTI awards is based on the grant date valuesour review of market practices for our Peer Groups, our pay for performance philosophy, and the fair marketstrong emphasis on creating shareowner value of Company stock on December 6, 2016, the date of grant.and attracting and retaining talent.

We generally make long-term incentive grantsannual LTI awards near the beginning of each fiscal year at the same time the Compensation Committee performs its annual management performance evaluation and takes other compensation actions. Annual equity grantsLTI awards for officers occur on the same date as our annual equity grantsLTI awards for our other professional and managerial employees which in fiscal 2017 was the dateand our Board of the Compensation Committee’s December 2016 meeting.Directors. As the grant date for our annual long-term incentiveLTI awards generally occurs on the day the Compensation Committee meeting is heldmeets in the first quarter of our fiscal year, the grant date is set in advance when the schedule of Compensation Committee meetings is arranged. We do not grant equityLTI awards in anticipation of the release of material non-public information. Similarly, we do not time the release of information based on equityLTI award grant dates.

The CEO recommendsIn determining the fiscal 2022 annual LTI awards for the NEOs, the following factors were considered:

•

Information on each NEO’s total compensation compared to the Compensation Committeecompensation for similar positions at the equity grants forcompanies in the Peer Groups;

•

Internal comparisons with other executives,officers;

•

Historical information regarding the NEOs’ long-term compensation opportunities; and the Compensation Committee approves all equity grants for executives.

•

Individual past and expected future contributions to our long-term performance.

We also at timesoccasionally award equity grantsLTI awards to new executives as they are hired or current executives when promoted during the year. These grantsawards are approved by the Compensation Committee, and the grantaward date is the date the Compensation Committee approves the grantaward is approved or, if later, the start date for a new executive.executive or promotion date.

In

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The following table includes the aggregate grant date fair value of awards granted in fiscal 2017,2022 compared to fiscal 2021. These amounts were determined using the overall structurevaluation method described in the Grants of our long-term incentives programPlan-Based Awards Table and may not correspond to executives continued to have three components. We granted stock options, performance shares and restricted stock at approximately 45%, 40% and 15% of the total long-term incentiveactual value respectively. We determined this allocation of equity vehicles takes into account a review of market practice of high performing companies and maintains our strong emphasis on shareowner value creation.that may be realized by the NEOs.

Name	Fiscal Year 2022 LTI ($)	Fiscal Year 2021 LTI ($)	Change (%)		Rationale
Blake D. Moret	9,000,624	6,504,183	38%		• Awards reflect the Committee’s assessment of leadership and competencies demonstrated in the role and his position to market benchmarks of our Peer Groups
Nicholas C. Gangestad	3,200,243	4,000,997	(20%)		• 2022 award reflects Committee’s assessment of leadership and competencies demonstrated in the role and position to market benchmarks of our Peer Groups· • 2021 award was part of the one-time incentive to join the Company
Scott A. Genereux	2,000,601	2,000,016	0%		• 2022 award reflects Committee’s assessment of leadership and competencies demonstrated in the role and position to market benchmarks of our Peer Groups· • 2021 award was part of the one-time incentive to join the Company
Rebecca W. House	1,800,668	1,503,013	20%		• Awards reflect the Committee’s assessment of leadership and competencies demonstrated in the role and position to market benchmarks of our Peer Groups
Veena M. Lakkundi	3,100,331	NA	NA		• $1.3 million award reflects Committee’s assessment of leadership and competencies demonstrated in the role and position to market benchmarks of our Peer Groups· • $1.8 million award was part of the one-time incentive to join the Company in November 2021

Stock OptionsOur annual LTI award components are explained below.

STOCK OPTIONS

We believe that stock options are an appropriate vehicle to reward management for increases in shareowner value, as they provide no value if theunless our share price does not increase. Ourincreases above the grant date exercise price. The stock option grants vest in 1/3three equal increments at one, two, and three years fromafter the grant date, and have a 10-year life. The exercise price of all stock option grantsoptions is the fair market value of our stock at the close of trading on the date of the grant. Our long-term incentives plan doesgrant (the exercise price for stock options granted during fiscal 2022 was $350.76, the closing price on December 7, 2021). We do not allow us to reprice stock options. Stock options, granted to executives and other employees during fiscal 2017 represented approximately 0.8% of outstanding common shares at the end of fiscal 2017. Total options outstanding at the end of fiscal 2017 were approximately 3.0% of outstanding shares at the end of fiscal 2017. The Compensation Committee takes these figures into account when determining the annual stock option grant.it is prohibited by our long-term incentive plan.

PERFORMANCE SHARES

Performance Shares

Performance shares are designed to reward management for our relative TSR performance compared to the companies in the S&P 500 Indexour benchmarks over a three-year period. The payouts of performance shares granted will be made in shares of our common stock or cash, as determined by the Committee, and will range from zero0% to 200% of the target number of shares awarded. The unvested performance shares are not eligible for dividends.

For performance shares awarded based onin fiscal 2022 and 2021, the relative performance benchmark group index includes companies that are aligned with the Company’s strategic direction as indicated below. The payout formula, as summarized below, aligns closely to our total shareowner return comparedCompensation Peer Groups’ prevalent practices to the companies in the S&P 500 Index over a three-year period. The payouts will be at zero, the target amountensure we can attract and the maximum amount if our total shareowner return is equal to or less than the 30^thpercentile, equal to the 60^thpercentile and equal to or greater than the 75^thpercentile of the total shareowner return of companies in the S&P 500 Index, respectively, over the applicable three-year period.retain talent. The number of shares earned will be interpolated for results between those percentiles. If performance shares are earned but total shareowner returnabsolute TSR is negative, the amountnumber of shares earned will be capped at target.

	Threshold	Target	Maximum
Rockwell Automation TSR Performance Relative to S&P 500 Selected GICS (Capital Goods, Software and Services, and Technology, Hardware, and Equipment) over a Three-Year Period	25th Percentile	50th Percentile	75th Percentile
Percent of Target Shares Earned	50%	100%	200%

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For performance shares awarded in fiscal 2020, our relative TSR performance is compared to the S&P 500 Index and payout formula, as shown below. The number of shares earned will be interpolated for results between those percentiles. If performance shares are earned but absolute TSR for the three-year period is negative, the number of shares earned will be reduced by 50%.

	Threshold	Target	Maximum
Rockwell Automation TSR Performance Relative to S&P 500 Index over a Three-Year Period	30th Percentile	60th Percentile	75th Percentile
Percent of Target Shares Earned	0%	100%	200%

2020-2022 PERFORMANCE SHARE PAYOUT RESULTS

For the performance period from October 1, 2019, to September 30, 2022, our three-year TSR of 52.7% was at the 72^nd percentile of the companies in the S&P 500 Index, above the target 60^th percentile, resulting in 177% of the target number of performance shares being earned. We use the 20-trading day average trading price of our common stock ending September 30 to determine the starting and final price for the calculation of TSR. See footnote 4 to the Outstanding Equity Awards at Fiscal Year-End Table for information about the number of shares earned by two of our NEOs that received an award on December 5, 2019.

Restricted StockWe believe the TSR we have delivered, and the payout history of our long-term incentive plan demonstrates our pay for performance philosophy and our emphasis on long-term incentives that are aligned with the interest of shareowners.

RESTRICTED STOCK UNITS

We grant restricted sharesstock units primarily in order to attract and retain high quality executives throughout a business cycle. Accordingly,executives.

We previously granted shares of restricted shares do notstock that vest until100% after three years, if the executive is continuously employed through the vesting date, and paid dividends quarterly in cash at the same time dividends were paid to shareowners. Effective with our annual awards granted on December 10, 2020, we grant restricted stock units that vest in three equal increments at one, two, and three years after the grant date. The restricted stock units accrue dividend equivalents that are paid in cash upon vesting of the underlying shares. We believe these changes align to prevalent market practice and better position us to attract and retain talent.

Perquisites

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OUTSTANDING LTI AWARDS

Below includes a summary of our outstanding annual LTI awards granted the last three years.

	2020	2021	2022		2023		2024
December 5, 2019 Grant Date 2020-2022 Vest Period	• 45% Stock options - vest over three years in three equal annual installments • 40% Performance shares - vest after three years based on TSR relative to S&P 500 with target payout at 60th percentile • 15% Restricted stock - vest after three years
	December 10, 2020 Grant Date 2021-2023 Vest Period	• 30% Stock options - vest over three years in three equal annual installments • 40% Performance shares - vest after three years based on TSR relative to S&P 500 Capital Goods, Software and Services, and Technology, Hardware & Equipment with target payout at 50th percentile • 30% Restricted stock - vest over three years in three equal annual installments
		December 7, 2021 Grant Date 2022-2024 Vest Period	• 30% Stock options - vest over three years in three equal annual installments • 40% Performance shares - vest after three years based on TSR relative to S&P 500 Capital Goods, Software and Services, and Technology, Hardware & Equipment with target payout at 50th percentile • 30% Restricted stock - vest over three years in three equal annual installments

PERQUISITES

During fiscal 2017,2022, our officers received a very limited perquisite package that included personal liability insurance, annual physicals, and, if applicable, recreational activities at Board retreats. On occasion,retreats, relocation assistance, expatriate benefits, and with the approvalpersonal use of our CEO, an officer may have his or her spouse accompany them on the Company plane when traveling on business. If the spouse’s travel is personal, the executive incurs taxable income for that travel. We do not gross-up or in any way compensate the officer for any income tax owed for any personal travel.and entertainment suites. Upon retirement, officers may elect to continue the personal liability insurance coverage at their own expense.

Other

With regard to other benefits, Personal use of the Company plane is generally prohibited. However, on occasion, and with pre-approval by our CEO, officers may use our Company plane for personal use for reasons such as the assurance of health and safety. Messrs. Moret and Gangestad each had personal use trips during fiscal 2022. The aggregate incremental cost for such trips is included in the All Other Compensation Table. In line with our policy, Messrs. Moret and Gangestad incurred taxable income for that travel. We do not in any way compensate officers for any income tax owed for personal travel.

OTHER

Our NEOs receive the same benefits as other eligible U.S. salaried employees. They participate on the same basis as other eligible U.S. salaried employees in:in our health and welfare plans, pension plan and 401(k) savings plan. Our non-qualified pension and savings plans use the same formulas as our qualified plans and provide benefits that may not be paid under our qualified plans due to limitations under the Internal Revenue Code of 1986, as amended (the “Code”). Our deferred compensation plan offers investment measurement options similar to those in our 401(k) savings plan and does not have any guaranteed rates of return.

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COMPENSATION RISK ASSESSMENT

The Committee engages Willis Towers Watson annually to conduct a review of our compensation programs relative to the potential for incentives to motivate excessive risk-taking in a way that could materially affect the Company. Willis Towers Watson reviews the measures used in each program, the target-setting process, and the overall governance of our compensation plans. The 2022 review concluded that we have strong governance procedures and that our plans do not present a material risk to the Company or encourage excessive risk-taking by participants.

Willis Towers Watson determined our compensation programs do not encourage our executives to take excessive risk due to, among many considerations, the following plan design elements:

●	our health and welfare plans, pension plan and 401(k) savings plan;
●	• our non-qualified pensionOur ICP provides a balance among organic sales and savings plans (these plans useARR growth, earnings, and cash flow performance, limiting the same formulas as our qualified plans and provide benefits that may not be paideffect of over-performance in one area at the expense of others • Payouts under our qualified plans dueICP are capped at twice the NEO’s ICP target, limiting excessive rewards for short-term results • Our recoupment policy and clawback agreements mitigate against risk	• The Committee can reduce or withhold an incentive payment if it determines that the executive has caused the Company to Internal Revenue Code limitations); and incur excessive risk
● • A majority of the total direct compensation for our NEOs is in the form of long-term incentives • Our mix of equity award types appropriately motivates long-term performance	• A majority of our deferred compensation plan (this plan offers investment measurement options similarequity awards vest over a period of several years, which encourages a long-term focus • Our NEOs are subject to those instock ownership requirements, which align their long-term interests with the interests of our 401(k) savings plan and does not have any guaranteed rates of return).other shareowners

CHANGES IN COMPENSATION PROGRAM FOR FISCAL 2023

Based on our shareowner advisory vote on executive compensation, as well as input gained during shareowner outreach, the Committee determined that our current executive compensation program is well aligned with shareowner interests and expectations.

PEER GROUP

Following an annual review of our Compensation Peer Group, led by Willis Towers Watson, the Committee did not make any changes from the 2022 peer group for 2023.

BASE SALARY

The salaries for NEOs were each increased 4.0% effective on January 2, 2023, consistent with the merit increases for our other U.S.-based employees.

ANNUAL INCENTIVE COMPENSATION

For fiscal 2023, NEOs annual incentive compensation measures will be subject to ICP financial measures that remain the same as in fiscal 2022 as explained above.

36     ROCKWELLAUTOMATION FY2017 Proxy StatementFor fiscal 2023, there are no changes planned for the annual incentive compensation target as a percentage of base salary for our NEOs. Target amounts will generally be earned under our ICP if we achieve our financial goals for the year, and maximum payouts will be earned if we significantly exceed the goals. In determining the payout curves, the Committee considered:

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Tableactual fiscal 2022 performance and 2023 outlook,

•

the rate of Contentsgrowth required to achieve our goals, and

Executive Compensation

•

Compensation Deductibilitythe impact of global macroeconomic factors on the Company’s business prospects.

The Committee determined that no payments will be made under the ICP if Adjusted EPS is less than $9.00—regardless of performance against any of the other financial measures.

Internal Revenue Code Section 162(m) providesWhile achieving our financial goals is extremely important in determining our annual incentive compensation, the 2023 ICP award process continues to include an adjustment based on strategic Company goal performance. In 2023, our strategic goals will continue to be focused on organizational development and our cultural evolution that we may not deduct in any taxable year compensation in excessare foundational to driving business results and are inclusive of $1 million paid in that yearenvironmental, social, and governance (ESG) goals. Having the right environment where all people can be engaged and productive is critical to our chief executive officersuccess. A positive or negative ten percent adjustment to the fiscal 2023 annual ICP formula payout based on financial measure performance could be made based on the CEO and Committee’s assessment of progress made in four tenets of our otherculture: strengthening our commitment to and demonstration of integrity, diversity, equity, and inclusion, comparing ourselves to the best alternatives, increased speed of decision making, and ensuring a steady stream of fresh ideas. Additionally, the Committee can adjust the NEO payout based on individual performance downwards to zero or upwards to two times the NEOs target annual incentive amount.

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LONG-TERM INCENTIVES

In fiscal 2023, the overall structure of our long-term incentive program for executives will continue to have three most highly compensated executive officers, other thancomponents and remain unchanged from fiscal 2022. At its December 2022 meeting, the chief financial officer, unlessCommittee approved the compensation is “performance-based.” Grantsfollowing annual grants of stockequity awards to the NEOs for fiscal 2023:

Name					Fiscal Year 2023 LTI ($)		Stock Options (#)	Performance Shares at Target (#)		Restricted Stock Units (#)
Blake D. Moret					10,000,000		38,650		11,739		11,547
Nicholas C. Gangestad					3,200,000		12,368		3,757		3,696
Scott A. Genereux					2,500,000		9,663		2,935		2,887
Rebecca W. House					3,000,000		11,595		3,522		3,465
Veena M. Lakkundi					1,300,000		5,025		1,526		1,502

We calculated the number of options, performance shares, and awards under our Senior ICP are considered “performance-based” compensation for this purpose. Base salaries and restricted stock awards do not qualify as “performance-based” compensation for this purpose. Withunits using the exceptionclosing price of our common stock of $259.81 on the December 9, 2022, grant date. The exercise price of options continues to be the closing price on the date of the portion of restricted stock granted to Mr. Moret, we do not anticipate that any other portion of our fiscal 2017 compensation togrant. The awards have terms and conditions as described in the NEOs covered by Section 162(m) will exceed the deductibility limitations of Section 162(m).Long-Term Incentives section above.

Deductibility under Section 162(m) of the Code is one of many factors the Company takes into account in determining executive officer compensation. From time to time certain nondeductible compensation may be paid and the Board and the Compensation Committee reserve the authority to award nondeductible compensation to executive officers in appropriate circumstances. Despite the Committee’s efforts to structure certain incentives in a manner that is exempt from Section 162(m) and therefore not subject to its deduction limits, no assurance can be given that compensation we intend to satisfy the requirements for exemption from Section 162(m) in fact will. Further, it is possible that changes in legislation will eliminate the exemption from Section 162(m) for certain types of compensation.

Change of Control and Severance

OTHER COMPENSATION POLICIES

CHANGE OF CONTROL AND SEVERANCE

We have change of control agreements with each of the NEOs and certain other officers. TheseOur current agreements are effective if there is a change of control (as defined in the agreements) on or before September 30, 2019.

There2025. These agreements are two main purposes of these agreements.

●	First, they provide protection for the executive officers who would negotiate any potential acquisitions of the Company, thus encouraging them to negotiate a good outcome for shareowners, without concern that their negotiating stance will put at risk their financial situation immediately after an acquisition.
●	Second, the agreements seek to ensure continuity of business operations during times of potential uncertainty, by removing the incentive to seek other employment in anticipation of a possible change of control.

In short, they seek to ensure that we may rely on key executives to continue to manage our business consistent with the Company’s bestinterests despite concerns for personal risks. We do not believe these agreements encourage our executives to favor or oppose a change of control. We believe these agreements strike a balance that the amounts are neither so low to cause an executive to oppose a change of control nor so high as to cause an executive to favor a change of control.reviewed and renewed every three years.

For a description of the purpose and value of the change of control agreements, see “Potential Payments Upon Termination or Change of Control.”

In the case of terminations other than those to which our change of control agreements apply, weWe do not have no severance agreements in place with the NEOs.NEOs for terminations other than those covered by our change of control agreements. However, in the past we have at times entered into severance agreements with executives uponin connection with the termination of their employment, with the terms and conditions depending upon the individual circumstances of the termination, the transition role we expect from the executive, and ourthe Company’s best interests.

Executive Stock Ownership Policy

STOCK OWNERSHIP POLICY

We believe our focus on pay for performance is sharpened by aligning closely the long-term financial interests of our officers with those of our other shareowners. Accordingly, our stock ownership policy sets the following minimum ownership requirements for our NEOs. Officers must meet these requirements within five years after becoming an officer and are expected to make progress atofficers. Our policy requires the rate of 20% of target each year.following ownership requirement for our NEOs:

	Common Stock Market Value (Multiple of Base Salary)
Chief Executive Officer	5 6
Other NEOs and Senior Vice Presidents	3

SharesOfficers must meet the ownership requirement within five years. There is also a hold-until-met requirement that prohibits an officer below the ownership guideline from selling his or her shares of stock, except for sales to cover taxes, the exercise price of stock options, and transaction costs. In addition, the policy expressly encourages officers to use Rule 10b5-1 trading plans for transactions involving sales of Company common stock.

Our stock ownership policy includes shares owned directly (including restricted shares)shares and restricted stock units) or through our savings plans (including share equivalents under our non-qualified savings plans) and the after-tax value of vested unexercised stock options are considered inwhen determining whether an officer meets the requirements, except that no more than 50% of the requirements can be met by the after-tax value of vested unexercisedownership requirements. We exclude stock options. If officers fall behind expected progress or fail to maintain their required level of ownership, they may not sell any shares of Company commonstock until the ownership requirements are met, except that when exercising options or upon vesting of restricted or performance shares, they may sell shares to cover the award price and applicable taxes and are required to retain the net shares until the ownership requirements are met. Also, if an NEO subject to the requirements does not make appropriate progress to meet the requirements, the NEO’s future long-term incentive grants may be adversely affected.share units when considering ownership.

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At September 30, 2017, the six NEOs owned an aggregate of 236,696 shares (including share equivalents under our non-qualified savings plans) of our common stock, with an aggregate market value of $42.2 million. As of September 30, 2017,2022, all of the NEOs met the stock ownership requirements.requirements or are on track to meeting the requirement within the required five-year period.

Officer Trading Requirements

OFFICER TRADING RESTRICTIONS

Under our trading procedures, officersan officer may not engage in any transactions involving Company securities, including gifts and option exercises, without first obtaining pre-clearance of the transaction from our General Counsel.Chief Legal Officer or Assistant Secretary. Generally, trading is only permitted during announced trading periods. Employees subject to trading restrictions, including officers, may enter into a trading plan under Rule 10b5-1 under the Securities Exchange Act of 1934, (Exchange Act)as amended (the “Exchange Act”), that would allow trades outside a trading period. Our policy on Rule 10b5-1 trading plans requires (i) plans to be entered into during an open trading window, (ii) trades to occur during a trading window unless the plan uses a limit price or is used to pay taxes on equity vesting outsideaoutside a window, (iii) a minimum 60-day wait before the first trade can occur (unless the trade is to cover taxes on equity vesting before then), and (iv) Company approval. Plans can be amended only during an open trading window and cannot be terminated except in extraordinary circumstances, subject in both cases to approval by our General Counsel. Chief Legal Officer.

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We also have (a) an anti-hedging policy that prohibits employees from engaging in any transaction that is designed or intended to hedge or otherwise limit exposure to decreases in the market value of Company stock, and (b) an anti-pledging policy that prohibits officers from pledging Company securities.

RECOUPMENT POLICY, CLAWBACKS AND OTHER POST-EMPLOYMENT PROVISIONS

Recoupment Policy, Claw-backsOur recoupment policy applies to current and Other Post-Employment Provisions

The Company entered into agreements with Mr. Crandall inSeptember 2009 as CFO, Mr. Moretformer officers subject to Section 16 of the Exchange Act and includes a three-year lookback for incentive compensation from the time of a material restatement if a recoupment is required. Under the policy, in July 2016 as CEO, and Mr. Goris, when he became CFOthe event of a material restatement of our consolidated financial statements (other than any restatement required pursuant to a change in February 2017, with respectthe applicable accounting rules), the Committee may, to the reimbursement (or claw-back) of certain compensation if the Company is required to restate any financial statements due to material noncompliance with the financial reporting requirements under the federal securities laws. In 2013, we also adopted a recoupment policy that provides that if the Company is required to restate any financial statements for periods fromextent permitted by law and after fiscal year 2013 due to the Company’s material noncompliance withextent it determines that it is in our best interest to do so, require reimbursement or payment to us of the excess amount of any financial reporting requirements under the federal securities laws, the Company will recover, as determined by the Compensation Committee, from the CEO and CFO, any incentive- or equity-basedincentive compensation received by the executives fromofficer during the three fiscal years preceding the date on which the Company duringdetermines, or reasonably should have determined, such restatement is required, over the 12 months followingthe public filingamount of suchincentive compensation that would have been received by the officer had it been based on the restated financial statements or restated performance measure results.

The Committee believes that the Company’s clawback policy is in keeping with good standards of corporate governance and any profits realizedmitigates the potential for excessive risk taking by the executives on the sale of Company securities during that 12-month period. Incentive compensation subject to claw-back or recoupment includes: ICP, equity-based compensation received, profits realized from the sale of securities of the Company and other incentive-based compensation.executives.

In addition,Additionally, our stock optionequity award agreements for officers contain certain post-employment restrictive covenants, including two-year non-competition and non-solicitation covenants, that give the Company the right, in the event of a breach, to recoup the gain on any shares of Company common stock acquired upon exercise of any Company stock options during the two years before the date of the officer’s retirement or other termination of employment.

DEDUCTIBILITY

CompensationThe Tax Cuts and Jobs Act of President2017 enacted significant changes to Section 162(m) of the Code, including the repeal of the “performance-based” compensation exemption and Chief Executive Officer

Mr. Moret was elected to succeed Mr. Nosbusch as President and CEO effective July 1, 2016. Mr. Moret’s salary was increased from $600,000 to $950,000 effective July 1, 2016 due to his promotion and remained unchanged during fiscal 2017. Consistent with our compensation philosophy to meet competitive norms over two to three years following a significant promotion, the Compensation Committee positioned his salary belowexpansion of the median for CEOs as compared to the Major Companies, using regression analyses developed by the Survey Providers based on our sales.

Mr. Moret’s ICP target as a percentagedefinition of base salary is 120% effective for fiscal 2017. There were no fiscal 2016 payouts based on performance to goals and as“covered employees”. As a result of our pay-for-performance philosophy. However, Mr. Moret was awarded an ICP paymentthese changes, we expect that compensation to NEOs in excess of $1,567,700 for fiscal 2017 in December 2017. Mr. Moret’s payment was138% of his target annual incentive compensation. In determining Mr. Moret’s 2017 ICP award, the Compensation Committee concluded that under his leadership$1 million will not be deductible by the Company performed well and also considered:

●	Company performance, under Mr. Moret’s leadership, compared to our operating goals and objectives;
●	Information on Mr. Moret’s annual cash compensation compared to annual cash compensation of CEOs in our market data; and
●	ICP awards to other NEOs.

As stated earlier,unless it qualifies for the performance period October 1, 2014limited transition relief that applies to September 30, 2017, 187% of the target number of performance shares were earned, resultingcertain arrangements in 9,594 shares vesting for Mr. Moret on December 2, 2017.

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For fiscal 2017, Mr. Moret was granted stock options for 62,400 shares, 8,560 performance shares at target and 3,850 restricted shares with a grant date fair value of $3,593,971. This amount was determined using the valuation method described in the Grants of Plan-Based Awards Table. The anticipated value of this grant was set below the median of LTI grants to CEOs in the market data by the Compensation Committee based on the following considerations:

●	Information on Mr. Moret’s total compensation compared to the total compensation of CEOs of the market data. For long-term incentives the results of the Willis Towers Watson and AON Hewitt databases were used for conducting the comparison. The data showed that Mr. Moret’s total compensation and long-term incentives compensation are consistent with our compensation philosophy to meet competitive norms over two to three year following his promotion in July 2016;
●	Internal comparisons with the other named executive officers. Mr. Moret’s pay relative to the other named executive officers is in line with the survey data of CEOs to other named executive officersof the Major Companies in the Survey Providers database using the regression analyses developed by the Survey Providers based on our sales, taking into consideration his limited time in the CEO role. Mr. Moret’s pay is higher than the other named executive officers due to his greater level of responsibility and accountability, and consistent with market practices that follow a similar pattern;
●	Historical information regarding Mr. Moret’s long-term compensation opportunities. This information indicated that Mr. Moret’s long-term compensation opportunities have yielded significant realized and unrealized value for Mr. Moret, particularly with respect to equity awards. The value reflects Mr. Moret’s long service to the Company, and most importantly, the returns to our shareowners. We believe this is in line with the creation of shareowner value objective of our pay-for-performance philosophy; and
●	Mr. Moret’s past and expected future contributions to our long-term performance. The Committee believes that Mr. Moret has contributed significantly to our growth and profitability this fiscal year, and is expected to continue to contribute to our success for the benefit of shareowners, customers and other stakeholders.

The following line graph compares the cumulative total shareowner return on our common stock against the cumulative total return of the S&P 500 Index for the period of five years from October 1, 2012 to September 30, 2017, assuming in each case a fixed investment of $100 at the respective closing prices on September 30, 2012 and reinvestment of all dividends. Our cumulative 5-year performance outpaced the S&P 500.

Comparison of Five-Year Cumulative Total Return Rockwell Automation and S&P 500 Index

The cumulative total returns on Rockwell Automation common stock and the S&P 500 Indexplace as of each September 30, 2012-2017 plotted in the above graph are as follows:November 2, 2017, that have not been materially modified.

		9/30/2012		9/30/2013		9/30/2014		9/30/2015		9/30/2016		9/30/2017
Rockwell Automation*		$100.00		$157.17		$164.66		$155.63		$192.64		$286.17
S&P 500 Index		100.00		119.34		142.89		142.02		163.93		194.44
Cash dividends per common share		1.745		1.98		2.32		2.60		2.90		3.04

*	Includes the reinvestment of all dividends in our common stock.

We believe the returns

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Back to shareowners shown in this graph indicate that our pay-for-performance philosophy and our emphasis on long-term incentives are well in line with the interests of shareowners, and that Mr. Moret’s compensation is appropriate given both the fiscal 2017 and performance of our company.Contents

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Compensation of Other Named Executive Officers

In determining the compensation for Messrs. Goris, Chand, Crandall, Kulaszewicz, and McDermott we considered:

●	the market data for their positions;
●	internal equity between each named executive officer and our other officers;
●	salary increase plans for other employees; and
●	our performance and the performance of their business segments and regions (where applicable) as well as their performance compared to their operating and leadership objectives.

Mr. Goris succeeded Mr. Crandall, who was appointed Senior Vice President, Control Products & Solutions. Mr. Goris’ annual salary was increased to $475,000 effective February 2017 to reflect his promotion. The Committee determined that the salaries for Messrs. Chand, Crandall, Kulaszewicz, and McDermott would increase to $538,200, $656,000, $624,000, and $543,800, respectively, during fiscal 2017.

In determining the fiscal 2017 ICP payouts for Messrs. Goris, Chand, Crandall, Kulaszewicz, and McDermott, the following factors were considered:

●	Company and business unit performance compared to pre-established financial goals;
●	each officer’s achievement of individual goals and objectives; and
●	certain subjective assessments of leadership acumen and the individual’s expected future contributions.

As discussed above, we surpassed target goals for all Company level measures resulting in fiscal 2017 ICP awards above target for our NEOs (average 134% of target payout). Mr. Goris’ ICP target as a percentage of base salary increased to 70% effective February 2017 with his promotion to CFO. As a result, in December 2017, Messrs. Goris, Chand, Crandall, Kulaszewicz, and McDermott were awarded ICP payments of $431,700, $462,600, $512,700, $604,200, and $434,200, respectively, which represents awards that were 151%, 138%, 112%, 138%, 128%, respectively of target.

As stated earlier, for the performance period October 1, 2014 to September 30, 2017, 187% of the target number of performance shares were earned resulting in 1,309, 5,910, 9,594, 9,594, and 5,910 shares vesting, respectively, for Messrs. Goris, Chand, Crandall, Kulaszewicz, and McDermott on December 2, 2017.

On December 6, 2016, Mr. Goris was granted stock options for 3,100 shares, 420 performance shares at target and 190 restricted shares with a grant date fair value of $177,457. This grant was relative to market competitive pay for his role as Vice President, Finance. Additionally, on February 7, 2017, Mr. Goris was granted stock options for 28,400 shares and 960 restricted shares with a grant date value of $951,698. This grant was relative to the market competitive pay for his time in the role as SVP and CFO during fiscal 2017. At the beginning of fiscal 2017, Dr. Chand was granted options for 14,700 shares, 4,020 performance shares at target and 910 restricted stock; Messrs. Crandall and Kulaszewicz were each granted options for 23,200 shares, 6,360 performance shares at target and 1,430 restricted shares; and Mr. McDermott was granted options for 14,300 shares, 3,920 performance shares at target and 880 restricted shares. Consistent with our executive compensation philosophy, in determining these grants, the following factors were considered:

●	information on the officers’ total compensation compared to the compensation of similar positions at the Major Companies in the Willis Towers Watson executive compensation database, using a regression analysis developed by Willis Towers Watson based on our sales;
●	internal comparisons with other officers;
●	historical information regarding their long-term compensation opportunities; and
●	past and expected future contributions to our long-term performance.

40     ROCKWELL AUTOMATION FY2017 Proxy Statement

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Changes in Compensation Programs for Fiscal 2018

At our 2017 Annual Meeting of Shareowners, 90% of the advisory vote shares cast at the meeting approved the compensation of our NEOs. Based on this strong endorsement, the Compensation Committee did not implement any changes in our executive compensation program as a result of such vote.

Base Salary

In fiscal 2018, the salaries for Messrs. Moret, Goris, Chand, Crandall, Kulaszewicz and McDermott will be increased effective January 2018 to $1,100,000, $530,000, $548,900, $669,100, $636,500 and $554,800, respectively. These changes average 2%, excluding Messrs. Moret and Goris. Mr. Moret’s salary was increased 15.8% based on the following considerations:

●	company performance, under Mr. Moret’s leadership, compared to our operating goals and objectives the rate of growth required to achieve our goals,
●	prior salary increase was July 2016 upon promotion to CEO which is 18 months prior to this increase,
●	consistent with our intent to increase salary to meet competitive norms over two to three years, and
●	promotion to Chairman and CEO effective January 2018.

Mr. Goris’ salary was increased 11.6% consistent with our intent to increase salary to meet competitive norms over two to three years following his February 2017 promotion to CFO.

Annual Incentive Compensation

For fiscal 2018, the ICP financial measures and weightings will remain the same as for fiscal 2017 (sales, Adjusted EPS, free cash flow and ROIC or segment operating earnings). The Compensation Committee has set an Adjusted EPS threshold for minimum payout equal to fiscal 2017 Adjusted EPS performance for NEOs. Target amounts will generally be earned under our ICP if we achieve our financial goals for the year, and maximum payouts will be earned if we significantly exceed the goals. In determining the payout curves, the Compensation Committee considered:

●	actual fiscal 2017 performance,
●	the rate of growth required to achieve our goals, and
●	the impact of global macroeconomic factors on the Company’s business prospects.

The Compensation Committee retains the discretion to modify the formula award based on its assessment of our performance.

Long-Term Incentives

For the fiscal 2018 grants, the overall structure of our long-term incentive program remains unchanged. We calculated the number of options, performance shares and shares of restricted stock using the closing price of our common stock on December 8, 2017, which was the date of grant. The exercise price of options continues to be the closing price on the date of the grant. As discussed under ‘Compensation of President and Chief Executive Officer’, the Committee started with market median grants and then adjusted the grants based on the factors described above, including Company and individual performance, to determine the actual grant date value of long-term incentive awards.

The Compensation Committee approved at its December 2017 meeting the following grants of equity awards to the NEOs for fiscal 2018:

Name		Options		Performance Shares		Shares of Restricted Stock
Blake D. Moret		57,100		8,340		3,500
Patrick P. Goris		16,500		2,410		1,020
Sujeet Chand		10,400		1,520		640
Theodore D. Crandall		16,500		2,410		1,020
Frank C. Kulaszewicz		16,500		2,410		1,020
John P. McDermott		10,200		1,490		630

The performance shares and restricted stock grant agreements have terms and conditions that are the same as the grants made in fiscal year 2017. See footnotes 2 and 4 to the Grants of Plan-Based Awards Table.

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Summary Compensation Table

SUMMARY COMPENSATION TABLE

The following table sets forth the total compensation of each of the named executive officersNEOs for the fiscal years ended September 30, 2017, 20162022, 2021 and 2015.2020.

Name and Principal Position		Year		Salary ($)		Bonus ($)		Stock Awards(1) ($)		Option Awards(2) ($)		Non-Equity Incentive Plan Compensation(3) ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($)		All Other Compensation(5) ($)		TOTAL ($)
Blake D. Moret		2017		950,000		0		2,017,747		1,576,224		1,567,700		115,762		51,095		6,278,528
President & Chief		2016		689,504		0		806,813		1,182,432		0		1,145,122		35,445		3,859,316
Executive Officer(6)		2015		594,923		0		695,104		650,504		276,700		714,987		29,585		2,961,803
Patrick P. Goris		2017		426,362		0		242,585		886,570		431,700		36,875		16,908		2,041,000
Senior Vice President &
Chief Financial Officer(7)
Sujeet Chand		2017		533,650		0		474,608		371,322		462,600		158,192		26,603		2,026,975
Senior Vice President &
Chief Technical Officer(8)
Theodore D. Crandall		2017		652,000		0		749,549		586,032		512,700		222,057		33,880		2,756,218
Senior Vice President(7)		2016		640,000		0		701,353		585,120		0		1,127,237		33,256		3,086,966
		2015		635,431		0		695,104		650,504		348,400		819,038		30,794		3,179,271
Frank C. Kulaszewicz		2017		618,000		0		749,549		586,032		604,200		151,060		31,560		2,740,401
Senior Vice President		2016		600,000		0		701,353		585,120		0		1,025,178		31,234		2,942,885
		2015		594,923		0		695,104		650,504		247,100		689,937		28,845		2,906,413
John P. McDermott		2017		540,475		0		461,797		361,218		434,200		104,009		25,099		1,926,798
Senior Vice President		2016		530,500		0		431,855		360,400		0		943,177		25,147		2,291,079

(1)	Amounts in this column represent the grant date fair value of restricted stock and performance share awards granted calculated in accordance with U.S. GAAP. The grant date fair value of restricted stock was $149.41, $136.40, $115.89, $104.08, and $115.69 per share for February 7, 2017, December 6, 2016, July 1, 2016, December 3, 2015, and December 2, 2014, respectively. Performance share awards are valued at the target number of shares with a grant date fair value of $174.37, $87.64, and $103.70, for 2017, 2016, and 2015, respectively. The assumptions applicable to these valuations are set forth in Note 10, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017. The amounts shown may not correspond to the actual value that may be realized by the named executive officers. If the performance share awards are valued at two times the target number of shares (the maximum potential payout), then for fiscal 2017 the stock award amount would increase by $1,492,607, $73,235, $350,484, $554,497, $554,497, and $341,765 for Messrs. Moret, Goris, Chand, Crandall, Kulaszewicz, and McDermott, respectively. For additional information on awards made in fiscal 2017, see the Grants of Plan-Based Awards Table and Outstanding Equity Awards Table.
(2)	Amounts in this column represent the grant date fair value of option awards granted computed in accordance with U.S. GAAP. The grant date fair value was $28.46, $25.26, $24.48, $21.20, and $26.66 per share for February 7, 2017, December 6, 2016, July 1, 2016, December 3, 2015, and December 2, 2014, respectively. The assumptions applicable to these valuations are set forth in Note 10, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017. The amounts shown may not correspond to the actual value that may be realized by the named executive officers. For additional information on awards made in fiscal 2017, see the Grants of Plan-Based Awards Table and Outstanding Equity Awards Table.
(3)	This column represents amounts paid under our ICP for performance in the fiscal year. For more information about our ICP, see the “Compensation Discussion and Analysis” and Grants of Plan-Based Awards Table.
(4)	We do not pay “above market” interest on non-qualified deferred compensation; therefore, this column reflects changes in pension values only. The changes in pension value amounts for each year represent the difference from September 30 of the prior year to September 30 of each year in the actuarial present value of the named executive officers’ accrued pension benefit at their unreduced retirement age under our qualified and non-qualified pension plans. These amounts are based on benefits provided by the plan formula described on page 48 and converted to a present value using a discount rate which was 3.90% in fiscal year 2017, 3.75% in fiscal year 2016, and 4.55% in fiscal year 2015. For information on the formula and assumptions used to calculate these amounts see the Pension Benefits Table.

Name and Principal Position	Year	Salary ($)		Bonus(1) ($)		Stock Awards(2) ($)		Option Awards(3) ($)		Non-Equity Incentive Plan Compensation(4) ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($)		All Other Compensation(6) ($)		Total ($)
Blake D. Moret President & Chief Executive Officer	2022		1,163,900	0			6,300,606		2,700,018		748,970		0		74,210		10,987,703
	2021		1,111,502	0			4,551,639		1,952,544		2,266,600		3,572,868		62,132		13,517,285
	2020		1,030,769	0			3,133,316		2,520,180		0		2,595,298		43,918		9,323,482
Nicholas C. Gangestad Senior Vice President & Chief Financial Officer	2022		819,425	0			2,240,235		960,008		354,354		0		92,870		4,466,892
	2021		472,031	750,000			4,000,997		0		649,100		0		80,914		5,953,042
Scott A. Genereux Senior Vice President, Chief Revenue Officer	2022		614,569	0			1,400,519		600,082		212,612		0		71,451		2,899,234
	2021		400,000	300,000			2,000,016		0		445,200		0		12,923		3,158,139
Rebecca W. House Senior Vice President, Chief People & Legal Officer & Secretary	2022		633,017	0			1,260,647		540,021		218,996		0		74,100		2,726,781
	2021		588,207	0			1,142,458		360,555		687,800		0		39,316		2,818,336
	2020		522,733	0			562,063		452,340		0		0		43,652		1,580,788
Veena M. Lakkundi Senior Vice President Strategy & Corporate Development	2022		597,701	500,000			2,710,330		390,001		204,490		0		21,125		4,423,647
(1) Amounts in this column represent the cash sign-on bonus upon hire inclusive of two-year clawback upon certain terminations for Ms. Lakkundi in fiscal year 2022 and Messrs. Gangestad and Genereux in fiscal year 2021. (2) Amounts in this column represent the grant date fair value of restricted stock and performance share awards granted calculated in accordance with U.S. GAAP. The grant date fair value of restricted stock was $350.76, $319.89, $251.24, $247.68, $246.77, $219.52, and $196.43 per share for December 7, 2021, November 1, 2021, March 1, 2021, February 1, 2021, December 10, 2020, October 1, 2020, and December 5, 2019, respectively. Performance share awards are valued at the target number of shares with a grant date fair value of $481.28, $298.10, and $265.04 for 2022, 2021, and 2020, respectively. The assumptions applicable to these valuations are set forth in Note 13, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. The amounts shown may not correspond to the actual value that may be realized by the NEOs. If the performance share awards are valued at two times the target number of shares (the maximum potential payout), then for fiscal 2022 the stock award amount would increase by $3,600,456, $1,280,205, $800,369, $720,476, and $520,264, for Messrs. Moret, Gangestad, and Genereux and Mss. House and Lakkundi, respectively. For additional information on awards made in fiscal 2022, see the Grants of Plan-Based Awards Table and Outstanding Equity Awards at Fiscal Year-End Table. (3) Amounts in this column represent the grant date fair value of option awards granted calculated in accordance with U.S. GAAP. The grant date fair value was $87.68, $55.47, and $35.90 per share for December 7, 2021, December 10, 2020, and December 5, 2019, respectively. The assumptions applicable to these valuations are set forth in Note 13, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022. The amounts shown may not correspond to the actual value that may be realized by the NEOs. For additional information on awards made in fiscal 2022, see the Grants of Plan-Based Awards Table and Outstanding Equity Awards at Fiscal Year-End Table. (4) This column represents amounts paid under our ICP for performance in the fiscal year. For more information about our ICP, see the “Compensation Discussion and Analysis” and Grants of Plan-Based Awards Table. (5) We do not pay “above market” interest on non-qualified deferred compensation; therefore, this column reflects changes in pension values only. Mr. Moret participates in two pension plans with the same requirements and benefits as other employees hired or rehired before July 1, 2010. The changes in pension value amounts for each year and for each NEO represent the difference from September 30 of the prior year to September 30 of each year in the actuarial present value of the NEOs accrued pension benefit at their unreduced retirement age under our qualified and non-qualified pension plans. These amounts are based on benefits provided by the plan formula and converted to a present value using a discount rate which was 5.65% in fiscal 2022, 3.10% in fiscal 2021, and 2.90% in fiscal 2020. For information on the formula and assumptions used to calculate these amounts, see the Pension Benefits Table. Messrs. Gangestad and Genereux and Mss. House and Lakkundi do not participate in the qualified and non-qualified pension plans as they were hired after the plans were closed to new participants (July 1, 2010). (6) This column represents the Company matching contributions for the NEOs under our savings plans and a non-elective contribution (NEC) of 4% for Mr. Gangestad and Mss. House and Lakkundi, and 5% for Mr. Genereux (for information on NEC, see Pension Benefits Table and Non-Qualified Deferred Compensation sections below) and perquisites provided to Messrs. Moret and Gangestad. This column was restated to exclude the dividends paid or accrued on restricted stock and restricted stock units in fiscal 2021 of $66,185, $34,080, $25,921, and $18,286 for Messrs. Moret, Gangestad, Genereux, and Ms. House, respectively, and in fiscal 2020 of $49,174 and $11,281, for Mr. Moret and Ms. House, respectively. The dividends were excluded given they were factored into the grant date fair value of those awards. The aggregate amount of personal benefits and perquisites provided to each NEO during fiscal 2022, 2021, and 2020 (except for Mr. Moret in 2022, 2021 and 2020 and Mr. Gangestad in 2022 and 2021) was less than $10,000 and, therefore, not included in All Other Compensation. Amounts included in this column for personal benefits and perquisites were related to personal use of the Company plane and entertainment suites, personal liability insurance, and recreational activities at Board retreats.

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ALL OTHER COMPENSATION TABLE

Table of Contents

Executive Compensation

(5)	This column represents the Company matching contributions for the named executive officers under our savings plans, cash dividends paid on restricted stock held, and for Messrs. Chand and Kulaszewicz, patent awards paid during fiscal 2017. The aggregate amount of personal benefits and perquisites provided to each named executive officer during fiscal 2017, 2016, and 2015 is less than $10,000 and, therefore, not included in All Other Compensation.
(6)	The Board of Directors elected Blake D. Moret, Senior Vice President, Control Products and Solutions, to Chief Executive Officer effective July 1, 2016.
(7)	The Board of Directors elected Patrick P. Goris as Senior Vice President and Chief Financial Officer effective February 7, 2017. Mr. Goris succeeded Mr. Crandall, who was appointed Senior Vice President, Control Products & Solutions. Mr. Goris’ annual salary was increased to $475,000 and ICP target as a percentage of base salary increased from 40% to 70% effective February 2017. For additional information on Mr. Goris’ incentive awards made in fiscal 2017, see the Grants of Plan- Based Awards Table and Outstanding Equity Awards Table.
(8)	Sujeet Chand is an NEO for the first time in fiscal 2017.

All Other Compensation Table

The following table describes each element of the All Other Compensation column in the Summary Compensation Table for fiscal 2017.2022.

Name		Value of Company Contributions to Savings Plans(1) $		Dividends on Restricted Stock(2) $		Perquisites(3) $		Other(4) $		TOTAL $
Blake D. Moret		28,500		22,595		—		—		51,095
Patrick P. Goris		12,796		4,112		—		—		16,908
Sujeet Chand		16,020		8,945		—		1,638		26,603
Theodore D. Crandall		19,569		14,311		—		—		33,880
Frank C. Kulaszewicz		17,082		14,311		—		167		31,560
John P. McDermott		16,222		8,877		—		—		25,099

(1)	This column includes the Company matching contributions to the named executive officers’ 401(k) savings plan and non-qualified savings plan accounts. This is consistent with the practice we use for all eligible employees.
(2)	This column represents cash dividends paid on restricted shares held by the named executive officers.
(3)	The aggregate amount of personal benefits and perquisites provided to each named executive officer during fiscal 2017 is less than $10,000 and, therefore, not included in All Other Compensation.
(4)	This column includes patent awards paid during fiscal 2017.

Name	Value of Company Contributions to Plans(1) ($)			Perquisites(2) ($)		Total(3) ($)
Blake D. Moret			39,170		35,040		74,210
Nicholas C. Gangestad			78,753		14,297		92,870
Scott A. Genereux			71,451		—		71,451
Rebecca W. House			74,100		—		74,100
Veena M. Lakkundi			21,125		—		21,125
(1) This column includes the Company matching contributions to all the NEOs’ 401(k) savings plan and non-qualified savings plan accounts and for Messrs. Gangestad and Genereux and Mss. House and Lakkundi, a NEC of $53,041, $49,952, $51,872, and $4,500, respectively, as they were hired after July 1, 2010. For information on our Company match and NEC, see Pension Benefits Table and Non-Qualified Deferred Compensation sections below. (2) The aggregate amount of personal benefits and perquisites provided to each NEO, except for Messrs. Moret and Gangestad, during fiscal 2022 was less than $10,000 and, therefore, not included in All Other Compensation. Amounts included in this column for Messrs. Moret and Gangestad were related to approved personal use of the Company plane, costs for personal liability insurance, and recreational activities at one Board retreat. The incremental cost for personal use of the Company plane is calculated by taking total variable costs divided by total flight hours. Also included in this column is the cost of entertainment suites used for personal use by Mr. Moret. (3) To the extent dividends were paid or accrued on long-term incentive awards, they are not included as those amounts were factored into the grant date fair value of those awards.

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Executive Compensation

GRANTS OF PLAN-BASED AWARDS TABLEGrants of Plan-Based Awards Table

The following table provides information about equity and non-equity awards made to the named executive officersNEOs in fiscal 2017.2022.

						Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards(4): Number of Shares of Stock or Units (#)		All Other Option Awards(5): Securities Underlying Options (#)		Exercise or Base Price of Option Awards(6) ($ / Sh)		Grant Date Fair Value of Stock and Option Awards(7) ($)
Name		Grant Type		Grant Date(3)		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)
Blake D. Moret		Incentive
		Compensation		12/6/2016		0		1,140,000		2,280,000
		Performance
		Shares		12/6/2016								0		8,560		17,120								1,492,607
		Restricted
		Shares		12/6/2016														3,850						525,140
		Stock Options		12/6/2016																62,400		136.40		1,576,224
Patrick P. Goris		Incentive
		Compensation		12/6/2016		0		285,000		570,000
		Performance
		Shares		12/6/2016								0		420		840								73,235
		Restricted		12/6/2016														190						25,916
		Shares		2/7/2017														960						143,434
		Stock Options		12/6/2016																3,100		136.40		78,306
				2/7/2017																28,400		149.41		808,264
Sujeet Chand		Incentive
		Compensation		12/6/2016		0		336,375		672,750
		Performance
		Shares		12/6/2016								0		2,010		4,020								350,484
		Restricted
		Shares		12/6/2016														910						124,124
		Stock Options		12/6/2016																14,700		136.40		371,322
Theodore D. Crandall		Incentive
		Compensation		12/6/2016		0		459,200		918,400
		Performance
		Shares		12/6/2016								0		3,180		6,360								554,497
		Restricted
		Shares		12/6/2016														1,430						195,052
		Stock Options		12/6/2016																23,200		136.40		586,032
Frank C. Kulaszewicz		Incentive
		Compensation		12/6/2016		0		436,800		873,600
		Performance
		Shares		12/6/2016								0		3,180		6,360								554,497
		Restricted
		Shares		12/6/2016														1,430						195,052
		Stock Options		12/6/2016																23,200		136.40		586,032
John P. McDermott		Incentive
		Compensation		12/6/2016		0		339,875		679,750
		Performance
		Shares		12/6/2016								0		1,960		3,920								341,765
		Restricted
		Shares		12/6/2016														880						120,032
		Stock Options		12/6/2016																14,300		136.40		361,218

Name	Grant Type	Grant Date(3)								All Other Stock Awards(4): Number of Shares of Stock or Units (#)	All Other Option Awards(5): Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards(6) ($ / Sh)	Grant Date Fair Value of Stock and Option Awards(7) ($)
			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)				Estimated Future Payouts Under Equity Incentive Plan Awards(2)
			Threshold ($)	Target ($)	Maximum ($)		Threshold (#)	Target (#)	Maximum (#)
Blake D. Moret	Incentive Compensation		0	1,745,850	3,491,700
	Performance Shares	12/7/2021					0	7,481	14,962				3,600,456
	Restricted Stock Units	12/7/2021								7,698			2,700,150
	Stock Options	12/7/2021									30,794	350.76	2,700,018
Nicholas C. Gangestad	Incentive Compensation		0	826,000	1,652,000
	Performance Shares	12/7/2021					0	2,660	5,320				1,280,205
	Restricted Stock Units	12/7/2021								2,737			960,030
	Stock Options	12/7/2021									10,949	350.76	960,008
Scott A. Genereux	Incentive Compensation		0	495,600	991,200
	Performance Shares	12/7/2021					0	1,663	3,326				800,369
	Restricted Stock Units	12/7/2021								1,711			600,150
	Stock Options	12/7/2021									6,844	350.76	600,082
Rebecca W. House	Incentive Compensation		0	510,480	1,020,960
	Performance Shares	12/7/2021					0	1,497	2,994				720,476
	Restricted Stock Units	12/7/2021								1,540			540,170
	Stock Options	12/7/2021									6,159	350.76	540,021
Veena M. Lakkundi	Incentive Compensation		0	476,667	953,334
	Performance Shares	12/7/2021					0	1,081	2,162				520,264
	Restricted Stock Units	12/7/2021								1,112			390,045
	Restricted Stock Units	11/1/2021								5,627			1,800,021
	Stock Options	12/7/2021									4,448	350.76	390,001
(1) These columns show the potential value of the cash payout for each NEO under the ICP for fiscal 2022 if the threshold, target and maximum goals are met. For each NEO, an incentive compensation target equal to a percentage of the individual’s base salary is set at the beginning of the year or upon hire. Amounts shown are based on base salary at September 30,2022 and reflect the annual incentive prorated for time worked during the fiscal year. Actual ICP payments may be higher or lower than the target based on Company financial and operating performance and individual performance. The Committee has discretion to change the amount of any award regardless of whether the goals are met, and payouts are capped at twice the individual’s ICP target.

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(1)

These columns show the potential value of the cash payout for each named executive officer under the ICP for fiscal 2017 if the threshold, target and maximum goals are met. For each named executive officer, an incentive compensation target equal to a percentage of the individual’s base salary is set at the beginning of the year. Mr. Goris’ ICP target as a percentage of base salary increased from 40% to 70% effective February 7, 2017 upon promotion to Senior Vice President and Chief Financial Officer. Amounts shown are based on base salary at September 30, 2017 for Messrs. Moret, Goris, Chand, Crandall, Kulaszewicz, and McDermott.

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(2)

Table of Contents

Executive Compensation

	Actual incentive compensation payments under the plan may be higher or lower than the target based on financial, operating and individual performance. The Compensation Committee has discretion to change the amount of any award irrespective of whether the measures are met. Incentive compensation payments under the Senior ICP may not exceed 1% of our applicable net earnings (as defined in the plan). However, consistent with our other ICP participants, payouts are capped at twice the individual’s ICP target.
(2)	These columns show the threshold, target and maximum payouts under performance shares awarded during fiscal year 2017.2022. The payout in respect of these performance shares will be made in shares of our common stock and/or cash in an amount determined based on the total shareowner returnTSR of our common stock, assuming reinvestment of all dividends, compared to the performance of companies in the S&P 500 Index of Selected GICS (Capital Goods, Software and Services, and Technology, Hardware, and Equipment) (Index) for the period from October 1, 20162021 to September 30, 2019,2024, if the individual continues as an employee until the third anniversary of the grant date (subject to provisions relating to the grantee’s death, disability, or retirement or a change of control of the Company). The payouts will be at zero, the target amount and the maximum amount if our shareowner returnTSR is equal to or less than the 30th25th percentile, equal to the 60th50th percentile and equal to or greater than the 75th percentile of the total shareowner returnTSR of companies in the S&P 500this Index, respectively, over the applicable three-year period, with the payout interpolated for results between those percentiles. We use the 20-trading day average trading price of our common stock ending September 30 to determine the starting price and the final TSR. The potential value of a payout will fluctuate with the market value of our common stock.
(3)	In fiscal 2017,2022, annual equity grants were made to all NEOs at the Compensation Committee meeting on December 6, 20167, 2021. Ms. Lakkundi was granted an award on November 1, 2021 when elected Officer and to Mr. Goris on February 7, 2017 upon his promotion to Senior Vice PresidentSVP Strategy and Chief Financial Officer.
Corporate Development. (4)	This column shows the number of shares of restricted stock units granted in fiscal 20172022 to the named executive officers. The restricted stock vests three years from the grant dates, provided the individual is still employed by the Company on that date. Restricted stock owners are entitled to any cash dividends paid, but are not entitled to any dividends paid in shares until the restricted shares vest. Cash dividends are paid at the Company’s regular dividend rate.NEOs. The grant date fair value of therestricted stock units was $319.89 and $350.76 per share for awards granted on November 1, 2021 and December 6, 2016 and February 7, 2017 were $136.40 and $149.41,2021, respectively, per share computed in accordance with U.S. GAAP and the assumptions set forth in Note 10,13, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.
2022. The restricted stock units granted vest 1/3 on each of the first, second, and third anniversaries of the grant dates (subject to provisions related to the grantee’s death, retirement, or a change of control). Restricted stock units accrue dividend equivalents that are payable in cash when the underlying shares vest. (5)	This column shows the number of stock options granted in fiscal 20172022 to the named executive officersNEOs under our 20122020 Long-Term Incentives Plan. The options vest and become exercisable in three substantially equal installments beginning one year after the grant date. The grant date fair value of the awards granted on December 6, 2016 and February 7, 20172021, computed in accordance with U.S. GAAP, were $25.26 and $28.46was $87.68 per share, respectively.share. This amount was calculated using the Black-Scholes pricing model and the assumptions set forth in Note 10,13, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.
2022. (6)	This column shows the exercise price for stock options granted, which was the closing price of our common stock on December 6, 2016 and February 7, 2017,2021, the grant datesdate of the options.
(7)	This column shows the aggregate grant date fair value of the performance share awards at target, which was based on $174.37$481.28 per share computed in accordance with U.S. GAAP and the assumptions set forth in Note 10,13, Share-Based Compensation, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017.2022. The aggregate grant date fair value of the performance share awards at two times the target number of shares was $2,985,214, $146,470, $700,968, $1,108,994, $1,108,994$7,200,911, $2,560,410, and $683,530$1,600,737 for Messrs. Moret, Goris, Chand, Crandall, Kulaszewicz,Gangestad, and McDermott,Genereux, respectively, and $1,440,952 and $1,040,527 for Mss. House and Lakkundi, respectively.

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Executive Compensation

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLEOutstanding Equity Awards at Fiscal Year-End Table

The following table provides information about equity awards made to the named executive officersNEOs that are outstanding as of September 30, 2017.2022.

			Option Awards(1)						Stock Awards
Name		Grant Date	Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(2) (#)	Market Value of Shares or Units of Stock That Have Not Vested(3) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)
Blake D. Moret		12/6/2016		62,400		136.40	12/6/2026		3,850	686,109	8,560	1,525,478
		7/1/2016	8,133	16,267		115.89	7/1/2026		910	162,171	—	—
		12/3/2015	9,200	18,400		104.08	12/3/2025		1,880	335,035	5,770	1,028,272
		12/2/2014	16,266	8,134		115.69	12/2/2024		1,410	251,276	5,130	914,217
		12/4/2013	17,800			108.89	12/4/2023
		12/6/2012	21,900			80.11	12/6/2022
		12/1/2011	18,200			74.14	12/1/2021
		4/1/2011	9,000			97.00	4/1/2021
Patrick P. Goris		2/7/2017		28,400		149.41	2/7/2027		960	171,082	—	—
		12/6/2016		3,100		136.40	12/6/2026		190	33,860	420	74,848
		12/3/2015	1,233	2,467		104.08	12/3/2025		250	44,553	760	135,440
		12/2/2014	2,200	1,100		115.69	12/2/2024		190	33,860	700	124,747
		12/4/2013	2,600			108.89	12/4/2023
		12/6/2012	3,400			80.11	12/6/2022
		12/1/2011	4,900			74.14	12/1/2021
Sujeet Chand		12/6/2016		14,700		136.40	12/6/2026		910	162,171	2,010	358,202
		12/3/2015	5,666	11,334		104.08	12/3/2025		1,160	206,724	3,550	632,646
		12/2/2014	10,066	5,034		115.69	12/2/2024		870	155,043	3,160	563,144
		12/4/2013	11,900			108.89	12/4/2023
		12/6/2012	14,000			80.11	12/6/2022
		12/1/2011	6,200			74.14	12/1/2021
Theodore D. Crandall		12/6/2016		23,200		136.40	12/6/2026		1,430	254,840	3,180	566,708
		12/3/2015	8,900	18,400		104.08	12/3/2025		1,880	335,035	5,770	1,028,272
		12/2/2014	15,733	8,134		115.69	12/2/2024		1,410	251,276	5,130	914,217
Frank C. Kulaszewicz		12/6/2016		23,200		136.40	12/6/2026		1,430	254,840	3,180	566,708
		12/3/2015	300	18,400		104.08	12/2/2025		1,880	335,035	5,770	1,028,272
		12/2/2014	16,266	8,134		115.69	12/2/2024		1,410	251,276	5,130	914,217
		12/4/2013	9,800			108.89	12/4/2023
		12/6/2012	1,200			80.11	12/6/2022
John P. McDermott		12/6/2016		14,300		136.40	12/6/2026		880	156,825	1,960	349,292
		12/3/2015	5,666	11,334		104.08	12/3/2025		1,160	206,724	3,550	632,646
		12/2/2014	10,066	5,034		115.69	12/2/2024		870	155,043	3,160	563,144
		12/4/2013	11,000			108.89	12/4/2023

Name	Grant Date	Option Awards(1)						Stock Awards
		Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested(2) (#)	Market Value of Shares or Units of Stock That Have Not Vested(3) ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)
Blake D. Moret	12/7/2021		30,794		350.76	12/7/2031		7,698	1,655,917	14,962	3,218,476
	12/10/2020	11,733	23,467		246.77	12/10/2030		5,270	1,133,630	17,450	3,753,670
	12/5/2019	46,799	23,401		196.43	12/5/2029		4,280	920,671	17,300	3,721,403
	12/4/2018	69,200			171.46	12/4/2028
	12/8/2017	57,100			192.86	12/8/2027
	12/6/2016	62,400			136.40	12/6/2026
	7/1/2016	24,400			115.89	7/1/2026
	12/3/2015	27,600			104.08	12/3/2025
	12/2/2014	24,400			115.69	12/2/2024
	12/4/2013	900			108.89	12/4/2023
Nicholas C. Gangestad	12/7/2021		10,949		350.76	12/7/2031		2,737	588,756	5,320	1,144,385
	3/1/2021							10,617	2,283,823
Scott A. Genereux	12/7/2021		6,844		350.76	12/7/2031		1,711	368,053	3,326	715,456
	2/1/2021							5,384	1,158,152
Rebecca W. House	12/7/2021		6,159		350.76	12/7/2031		1,540	331,269	2,994	644,039
	12/10/2020	2,166	4,344		246.77	12/10/2030		974	209,517	3,230	694,805
	10/1/2020							1,370	294,701
	12/5/2019	8,399	4,201		196.43	12/5/2029		770	165,635	3,000	645,330
	12/4/2018	13,900			171.46	12/4/2028
	12/8/2017	10,200			192.86	12/8/2027
Veena M. Lakkundi	12/7/2021		4,448		350.76	12/7/2031		1,112	239,202	2,162	465,068
	11/1/2021							5,627	1,210,424
(1) All option awards vest 1/3 on each of the first, second, and third anniversaries of the grant date (subject to provisions related to the grantee’s death, retirement or a change of control). (2) All restricted stock vests in full on the third anniversary of the grant date and all restricted stock units granted December 10, 2020 or later vest 1/3 on each of the first, second, and third anniversaries of the grant date (both subject to provisions related to the grantee’s death, retirement or a change of control). (3) The market value of the stock awards is based on the closing market price of our common stock as of September 30, 2022, which was $215.11.

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(1)	All options vest 1/3 per year beginning on the first anniversary of the grant date (subject to provisions related to the grantee’s death, retirement or a change of control).
(2)	All restricted stock vests in full on the third anniversary of the grant date (subject to provisions related to the grantee’s death, retirement or a change of control).
(3)	The market value of the stock awards is based on the closing market price of our common stock as of September 30, 2017, which was $178.21.

46    ROCKWELLAUTOMATION FY2017 Proxy Statement

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(4)

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Executive Compensation

(4)

This column shows the targetmaximum number of performance shares outstanding. The payout can be from 00% to 200% of the target as described in footnote 2 to the Grants of Plan-Based Awards Table. All performance shares will vest and be paid out on the third anniversary of the grant date (subject to provisions relating to the grantee’s death, disability, or retirement, or a change of control). The performance shares awarded on December 2, 20145, 2019 were earned at 187%177% of target. The Compensation Committee approved at its October 20172022 meeting the payout of such performance shares in shares of our common stock, which resulted in the following number of shares being delivered to the named executive officers:NEOs that received an award on December 5, 2019:

Name		Shares of Common Stock Delivered in Respect of Performance Shares Awarded on December 2, 20145, 2019 and Vested on December 2, 20175, 2022
	Blake D. Moret		9,594 15,311
Rebecca W. House	Patrick P. Goris		1,309
	Sujeet Chand		5,910
	Theodore D. Crandall		9,594
	Frank C. Kulaszewicz		9,594
	John P. McDermott		5,910 2,744

OPTION EXERCISES AND STOCK VESTED TABLEOption Exercises and Stock Vested Table

The following table provides additional information about stock option exercises and shares acquired upon the vesting of stock awards, including the value realized, by the NEOs during the fiscal year ended September 30, 2017 by2022. Ms. Lakkundi began employment during fiscal year 2022 so is excluded from this table as no equity vested during the named executive officers.fiscal year.

	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise(1) (#)		Value Realized on Exercise(2) ($)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting(2) ($)
Blake D. Moret	7,400		743,836		1,770		242,118
Patrick P. Goris	3,400		219,294		1,456		176,090
Sujeet Chand	52,900		4,337,006		1,180		161,412
Theodore D. Crandall	99,533		6,673,120		1,770		242,118
Frank C. Kulaszewicz	23,700		1,636,982		1,770		242,118
John P. McDermott	35,900		2,645,223		1,180		161,412

(1)	Messrs. Chand, Crandall, Kulaszewicz and McDermott retained 1,400, 5,633, 1,300 and 2,100 shares, respectively.
(2)	Based on the closing price of our common stock on the NYSE on the exercise date or vesting date, as applicable.

Name	Option Awards				Stock Awards
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)	Value Realized on Vesting(1) ($)
Blake D. Moret	—		—		26,110		9,033,845
Nicholas C. Gangestad	—		—		5,308		1,392,660
Scott A. Genereux	—		—		2,691		780,659
Rebecca W. House	—		—		5,197		1,797,920
(1) Based on the closing price of our common stock on the NYSE on the vesting date, as applicable.

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Executive Compensation

PENSION BENEFITS TABLEPension Benefits Table

The following table shows the present value of accumulated benefits as of September 30, 20172022 payable to the named executive officersNEOs under the Rockwell Automation Pension (Qualified) Plan and Rockwell Automation Pension (Non-Qualified) Plan based on the assumptions described in Footnotefootnote 1 to this table.

Name		Plan Name		Number of Years Credited Service (#)		Present Value of Accumulated Benefit(1) ($)		Payments During Last Fiscal Year ($)
Blake D. Moret		Rockwell Automation Pension
		(Qualified) Plan		33		1,210,285		—
		Rockwell Automation Pension
		(Non-Qualified) Plan		33		2,907,757		—
Patrick P. Goris		Rockwell Automation Pension
		(Qualified) Plan		12		328,839		—
		Rockwell Automation Pension
		(Non-Qualified) Plan		12		256,032		—
Sujeet Chand		Rockwell Automation Pension
		(Qualified) Plan		32		1,334,411		—
		Rockwell Automation Pension
		(Non-Qualified) Plan		32		3,478,939		—
Theodore D. Crandall(2)		Rockwell Automation Pension
		(Qualified) Plan		31		1,487,814		—
		Rockwell Automation Pension
		(Non-Qualified) Plan		31		5,293,204		—
Frank C. Kulaszewicz		Rockwell Automation Pension
		(Qualified) Plan		32		1,129,519		—
		Rockwell Automation Pension
		(Non-Qualified) Plan		32		2,622,730		—
John P. McDermott		Rockwell Automation Pension
		(Qualified) Plan		37		1,628,272		—
		Rockwell Automation Pension
		(Non-Qualified) Plan		37		4,195,840		—

(1)

These amounts have been determined using the assumptions set forth in Note 11, Retirement Benefits, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017, and represent the accumulated benefit obligation for benefits earned to date, based on age, service and earnings through the measurement date of September 30, 2017.

(2)

Mr. Crandall is eligible to participate in our Supplemental Retirement Plan for Certain Senior Executives, which is a closed plan. Participants are eligible for this benefit at Normal Retirement, if eligible for Disability pension benefits as described below, or if permitted to retire early by action of the President or CEO if such individual also commences early retirement at that time under the Qualified Pension Plan. If eligible, the September 30, 2017 present value of benefits from this plan would be $232,803 for Mr. Crandall.

Name	Plan Name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit(1) ($)		Payments During Last Fiscal Year ($)
Blake D. Moret	Rockwell Automation Pension (Qualified) Plan	38		1,388,985		—
	Rockwell Automation Pension (Non-Qualified) Plan	38		12,078,991		—
Nicholas C. Gangestad(2)	Rockwell Automation Pension (Qualified) Plan	—		—		—
	Rockwell Automation Pension (Non-Qualified) Plan	—		—		—
Scott A. Genereux(2)	Rockwell Automation Pension (Qualified) Plan	—		—		—
	Rockwell Automation Pension (Non-Qualified) Plan	—		—		—
Rebecca W. House(2)	Rockwell Automation Pension (Qualified) Plan	—		—		—
	Rockwell Automation Pension (Non-Qualified) Plan	—		—		—
Veena M. Lakkundi(2)	Rockwell Automation Pension (Qualified) Plan	—		—		—
	Rockwell Automation Pension (Non-Qualified) Plan	—		—		—
(1) These amounts have been determined using the assumptions set forth in Note 14, Retirement Benefits, to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, and represent the accumulated benefit obligation for benefits earned to date, based on age, service and earnings through the measurement date of September 30, 2022. (2) Messrs. Gangestad and Genereux and Mss. House and Lakkundi were hired after the pension plans were closed to new participants on July 1, 2010. They are eligible for an NEC described below. Messrs. Gangestad and Genereux and Mss. House and Lakkundi received a total NEC of $53,041, $49,952, $51,872, and $4,500, respectively, during fiscal 2022 in their Qualified and Non-Qualified Savings Plans.

The named executive officers participateMr. Moret participates in two pension plans with the same requirements/requirements and benefits as other employees:employees hired before July 1, 2010: the Rockwell Automation Pension Plan (the Qualified Pension Plan), which is qualified under the Internal Revenue Code, and the Rockwell Automation Non-Qualified Pension Plan (the Non-Qualified Pension Plan), which is an unfunded, non-tax-qualifiednon-qualified plan. The Qualified Pension Plan provides retirement benefits to nearly all U.S. employees of the Company hired before July 1, 2010. The Qualified Pension Plan and the Non-Qualified Pension Plan were closed to entrantsnew participants hired or re-hired on or after July 1, 2010. In place of becoming a participant in the Qualified Pension Plan and, if applicable, the Non-QualifiedPensionNon-Qualified Pension plan, employees hired or re-hired on or after July 1, 2010, will beincluding Messrs. Gangestad and Genereux and Mss. House and Lakkundi, are eligible for a non-elective contribution (the “NEC”)an NEC in the Qualified and, if applicable, Non-Qualified Savings Plan. The NEC is based on a combination of age and service and the percentage contribution is outlined in the Non-Qualified Savings Plan section below. The NEC formula is the same for both the Qualified Savings Plan and the Non-Qualified Savings Plan.

The Non-Qualified Pension Plan provides benefits that may not be paid from the Qualified Pension Plan due to limitations imposed by the Internal Revenue Code on qualified plan benefits. Non-Qualified

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Executive Compensation

Pension Plan benefits are provided to any U.S. salaried employee whose benefits are affected by these limits. Our policy with respect to funding our pension obligations is to fund at least the minimum amount required by applicable laws and governmental regulations. We maintain a rabbi trust for our non-qualified plans, including the Non-Qualified Pension Plan, which we will fund in the event there is a change of control of the Company.

Effective January 1, 2011, the pension plans were amended to allow participants to elect a lump sum payment instead of an annuity option offered under the plans. The present values in the above table are determined based on assumptions required by SEC rules, which are different from those used to calculate the lump sum payment under the plans. Note that due to Internal Revenue Code Section 409A regulations, if a named executive officeran NEO elected to receive his or her benefit from the Non-Qualified Plan in the form of a lump sum, he or she would not be eligible to receive the lump sum payment for at least five years.

For employees hired before July 1, 2010, benefits provided by both the Qualified Pension Plan and the Non-Qualified Pension Plan have the same requirements for vesting, which occurs at five years of service.service credit. Benefits in both plans are determined using the same formula. Named executive officers do not receive any additional service or other enhancements in determining the form, timing or amount of their benefits.

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NORMAL RETIREMENT BENEFITS

•

Normal Retirement Benefits

●	Normal retirement benefits are payable at age 65 with five years of service.

Early Retirement with five years of service.

EARLY RETIREMENT WITH REDUCED BENEFITS

•

Reduced Benefitsearly retirement benefits after 10 years of service are payable at the earlier of either:

●	Reduced early retirement benefits after 10 years of service are payable at the earlier of either:
	–	age 55 or older; or
	–	75 or more points (age plus credited service equals or exceeds 75).

•

age 55 or older; or

•

75 or more points (age plus credited service equals or exceeds 75).

The reduction for early retirement benefits is determined using an actuarial equivalence with an applicable interest rate and mortality table. Currently, Messrs.Mr. Moret Chand, Crandall, Kulaszewicz, andMcDermott havehas met the eligibility requirements for early retirement with a reduced benefit.

–

• An optional early distribution was added to the Qualified Pension Plan starting January 1, 2014, for those who do not meet early or normal retirement eligibility described above. The reduction in benefits is determined using an actuarial equivalence with the applicable interest rate and mortality table as used for lump sum calculations.

Pension Plan Formulastarting January 1, 2014, for those who do not meet early or normal retirement eligibility described above. The reduction in benefits is determined using an actuarial equivalence with the applicable interest rate and mortality table as used for lump sum calculations.

●	Pension plan benefits are payable beginning at a named executive officer’s normal retirement date and are determined by the following formula:
	–	Two-thirds (66 2/3%) of the participant’s average monthly earnings up to $1,666.67;
	–	Multiplied by a fraction, not to exceed 1.00, the numerator of which is the participant’s years of credited service, including fractional years, and the denominator of which is thirty-five (35);
	–	Plus 1.50% of the participant’s average monthly earnings in excess of $1,666.67 times the participant’s years of credited service, including fractional years, up to a maximum of thirty-five (35) years;
	–	Plus 1.25% of the participant’s average monthly earnings in excess of $1,666.67 times the participant’s years of credited service, including fractional years, in excess of thirty-five (35) years;
	–	Less 50% of primary Social Security benefit times a fraction not to exceed 1.00, the numerator of which is the participant’s years of credited service, including fractional years, and the denominator of which is thirty-five (35).

PENSION PLAN FORMULA

•

Pension plan benefits are payable beginning at a named executive officer’s normal retirement date and are determined by the following formula:

•

Two-thirds (66 2/3%) of the participant’s average monthly earnings up to $1,666.67;

•

Multiplied by a fraction, not to exceed 1.00, the numerator of which is the participant’s years of credited service, including fractional years, and the denominator of which is thirty-five (35);

•

Plus 1.50% of the participant’s average monthly earnings in excess of $1,666.67 times the participant’s years of credited service, including fractional years, up to a maximum of thirty-five (35) years;

•

Plus 1.25% of the participant’s average monthly earnings in excess of $1,666.67 times the participant’s years of credited service, including fractional years, in excess of thirty-five (35) years;

•

Less 50% of primary Social Security benefit times a fraction not to exceed 1.00, the numerator of which is the participant’s years of credited service, including fractional years, and the denominator of which is thirty-five (35).

Average monthly earnings represent the monthly average of the participant’s pensionable earnings for the highest five calendar years during the last 10 calendar years while the participant was actively employed. A participant’s earnings used for calculating pension plan benefits (pensionable earnings) include base salary and annual incentive compensation awards. Awards of stock options, restricted stock, performance shares and performance-based long-term cash awards, and all other cash awards are not considered when determining pension benefits.

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Table of ContentsDISABILITY PENSION BENEFITS

Executive Compensation

Disability Pension Benefits

Disability pension benefits are available under the Qualified Pension Plan and the Non-Qualified Pension Plan to active employees before age 65 upon total and permanent disability if the participant has at least 15 years of credited service or at least 10 years of credited service with 70 points or more (age plus credited service is equal to or greater than 70). The benefit is generally calculated in the same manner as the normal retirement benefit.

PENSION BENEFITS PAYABLE TO BENEFICIARIES UPON DEATH OF A PARTICIPANT

•

Pension Benefits Payablebenefits under the Qualified Pension Plan and the Non-Qualified Pension Plan are payable to Beneficiaries Upon Deaththe participant’s beneficiaries upon the death of the participant.

•

The surviving spouse will receive a Participantmonthly lifetime benefit calculated as if the participant retired and elected the 50% surviving spouse option.

●	Pension benefits under the Qualified Pension Plan and the Non-Qualified Pension Plan are payable to the participant’s beneficiaries upon the death of the participant.
●	The surviving spouse will receive a monthly lifetime benefit calculated as if the participant retired and elected the 50% surviving spouse option.
●	If the participant dies after starting to receive benefits, the benefit payments are processed in accordance with the benefit option selected.
●	If the retiree has started monthly pension benefit payments, thebeneficiary is eligible for a lump-sum death benefit equal to $150per year of credited service up to $5,250.
●	If the participant elects the lump sum payment option and thelump sum payment is made, no further benefits are provided tothe beneficiary or surviving spouse upon death of the participant.

•

If the participant dies after starting to receive benefits, the benefit payments are processed in accordance with the benefit option selected.

•

If the retiree has started monthly pension benefit payments, the beneficiary is eligible for a lump-sum death benefit equal to $150 per year of credited service up to $5,250.

•

If the participant elects the lump sum payment option and the lump sum payment is made, no further benefits are provided to the beneficiary or surviving spouse upon death of the participant.

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NON-QUALIFIED DEFERRED COMPENSATION

The following table provides information on our non-qualified defined contribution and other non-qualified deferred compensation plans in which all eligible U.S. salaried employees, including the named executive officers,NEOs, participate, which consist of the following:

Rockwell Automation Non-Qualified Savings Plan (the Non-Qualified Savings Plan)

ROCKWELL AUTOMATION NON-QUALIFIED SAVINGS PLAN (THE NON-QUALIFIED SAVINGS PLAN)

Our U.S. employees, including the named executive officers,NEOs, whose earnings exceed certain applicable federal limitations on compensation that may be recognized under our Qualified Savings Plan, are entitled to defer earnings on a pre-tax basis to the Non-Qualified Savings Plan. Company matching contributions that cannot be made to the Qualified Savings Plan due to applicable federal tax limits are also made to the Non-Qualified Savings Plan. Under the Qualified Savings Plan, we match half up to 6%7% of the employee’s eligible earnings contributed to the Planplan each pay period, subject to a maximum amount of earnings under applicable federal tax regulations. Earnings under the Non-Qualified Savings Plan are credited to participant accounts on a daily basis in the same manner as under the Qualified Savings Plan. Investment options are selected by the participant, may be changed daily, and include the same fund and Company stock investments that are offered by the Qualified Savings Plan. No preferential interest or earnings are provided under the Non-Qualified Savings Plan. Account balances under the Non-Qualified Savings Plan are distributed in a lump-sum cash payment within 60 days after the end of the month occurring six months, or five years if elected, after the employee terminates employment or retires.

In addition to the Company matching contributions, a non-elective contribution (NEC)an NEC is provided for employees hired or rehired on or after July 1, 2010. If employed on the last day of the year, eligible employees receive an annual NEC benefit equal to eligible pay multiplied by a percentage based on “points”, which equal the sum of age and years of service as of each December 31 and based on the following chart. The NEC is provided by the end of the first quarter of the following year.

Total Points (Age (Age + Years of Service as of 12/31)		Percentage of Pay Contributed as NEC
<40		3.00%
40-59		4.00%
60-79		5.00%
80+		7.00%

All NEOs wereMr. Moret was hired before July 1, 2010 and are not eligible for an NEC. Messrs. Gangestad and Genereux and Mss. House and Lakkundi received a total NEC of $53,041, $49,952, $51,872, and $4,500, respectively, during fiscal 2022 in their Qualified and Non-Qualified Savings Plans.

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CURRENT ROCKWELL AUTOMATION FY2017 Proxy Statement

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Table of ContentsDEFERRED COMPENSATION PLAN (THE DEFERRED COMPENSATION PLAN)

Executive Compensation

Current Rockwell Automation Deferred Compensation Plan (the Deferred Compensation Plan)

Our U.S. salaried employees in career band E,level of Management 6, including the named executive officers,NEOs, may elect annually to defer up to 50% of base salary and up to 100% of their annual incentive compensation award to the Deferred Compensation Plan.

MATCHING

Matching. For participants who defer base salary to the plan, we provide a matching contribution equal to what we would have contributed to the Qualified Savings Plan or Non-Qualified Savings Plan for the deferred amounts.

DISTRIBUTION ELECTIONS

•

Distribution Elections

●

For contributions before 2005. Participants could opt to receive the deferred amounts on a specific date, at retirement, or in installments up to 15 years following retirement. Participants may make a one-time change of distribution election or timing (at least one year before payments would otherwise begin). • Contributions after January 1, 2005. Participants may elect either a lump-sum distribution at termination of employment or installment distributions for up to 15 years following retirement. Participants may make a one-time change of distribution election or timing (at least one year before payments would otherwise begin).

●

Contributions after January 1, 2005. Participants may elect either a lump-sum distribution at termination of employment or installment distributions for up to 15 years following retirement.

Participants may make a one-time change of the distribution election or timing (at least one year before payments would otherwise begin), provided that the changed distribution cannot begin until five years after the original distribution date.

TIMING OF DISTRIBUTIONS

•

TimingFor contributions before 2005. We make distributions within the first 60 days of Distributionsa calendar year.

●

For contributions before • For contributions after January 1, 2005.We make distributions beginning in July of the year following termination or retirement. Ongoing installment payments are made in February of each year. • Earnings on deferrals. We make distributions within the first 60 days of a calendar year.

●

For contributions after January 1, 2005. We make distributions beginning in July of the year following termination or retirement.Ongoing installment payments are made in February of each year. Earnings on deferrals.Participants select investment measurement options, including hypothetical fund investments that correspond to those offered by the Qualified Savings Plan, excluding the Company’s stock. Investment measurement options may be changed daily. Earnings are credited to participant accounts on a daily basis in the same manner as under the Qualified Savings Plan. No preferential interest or earnings are provided under the Deferred Compensation Plan.

Prior Rockwell Automation Deferred Compensation Plan (the Old Plan)

Of the named executive officers, only Mr. Crandall participates in the Old Plan, which is a closed plan. Participants were only permitted to defer incentive compensation to this plan. Distributions are made annually in January; however, if a participant is considered a “key employee” under the terms of the Internal Revenue Code, there may be a six-month delay in the commencement of distributions. The plan provides an interest rate that is one-twelfth of the annual interest rate for quarterly compounding that is 120% of the applicable Federallong-term monthly rate for the three-month period ending on the last day of each calendar year quarter. The interest is applied to participant accounts quarterly on the last business day of the quarter.

We maintain a rabbi trust for our non-qualified plans, including the Non-Qualified Savings Plan and deferred compensation plans, which we will funddaily basis in the event there is a change of control ofsame manner as under the Company.

Non-QualifiedQualified Savings Plan. No preferential interest or earnings are provided under the Deferred Compensation TablePlan.

ROCKWELL AUTOMATION  |  FY2022 PROXY STATEMENT    58

Name		Executive Contributions in Last Fiscal Year(1) ($)		Registrant Contributions in Last Fiscal Year(2) ($)		Aggregate Earnings in Last Fiscal Year(3) ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End(4) ($)
Blake D. Moret		41,321		20,661		41,273		—		277,476
Patrick P. Goris		25,948		4,865		34,291		—		169,909
Sujeet Chand		43,393		8,136		202,841		—		1,960,606
Theodore D. Crandall		31,172		11,690		232,117		—		1,621,297
Frank C. Kulaszewicz		32,570		10,602		33,972		—		212,790
John P. McDermott		33,197		8,299		43,428		—		764,886

(1)	These amounts include contributions made by each named executive officer to the Non-Qualified Savings Plan. These amounts are also reported in the “Salary” column in the Summary Compensation Table.
(2)	These amounts represent Company matching contributions for each named executive officer under the Non-Qualified Savings Plan. These amounts are also reported in the “All Other Compensation” column in the Summary Compensation Table and as part of the “Value of Company Contributions to Savings Plans” column in the All Other Compensation Table.

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NON-QUALIFIED DEFERRED COMPENSATION TABLE

Name		Executive Contributions in Last Fiscal Year(1) ($)		Registrant Contributions in Last Fiscal Year(2) ($)		Aggregate Earnings in Last Fiscal Year(3) ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year End(4) ($)
Blake D. Moret		57,325		28,663		(168,786)		—		697,318
Nicholas C. Gangestad		590,659		57,112		(141,220)		—		641,774
Scott A. Genereux		22,490		46,697		(18,033)		—		87,526
Rebecca W. House		23,274		51,909		(62,288)		—		254,093
Veena Lakkundi		11,900		5,950		(1,547)		—		16,303
(1) These amounts include contributions made by each NEO to the Non-Qualified Savings Plan. Mr. Gangestad also contributed to the Deferred Compensation Plan. These amounts are also reported in the “Salary” column in the Summary Compensation Table. (2) These amounts represent Company matching contributions for each NEO under the Non-Qualified Savings Plan and Deferred Compensation Plan. These amounts are also reported in the “All Other Compensation” column in the Summary Compensation Table and as part of the “Value of Company Contributions to Plans” column in the All Other Compensation Table. As noted earlier, Messrs. Gangestad and Genereux and Mss. House and Lakkundi were hired after July 1, 2010, and do not participate in our pension plans. Messrs. Gangestad and Genereux and Mss. House and Lakkundi received a total NEC of $53,041, $49,952, $51,872, and $4,500, respectively, during fiscal 2022 in their Qualified and Non-Qualified Savings Plans. (3) These amounts include earnings (losses), dividends and interest provided on current contributions and existing balances, including the change in value of the underlying investment options in which the NEO is deemed to be invested. These amounts are not reported in the Summary Compensation Table as compensation. (4) These amounts represent each NEO’s aggregate balance in the Non-Qualified Savings Plan and Deferred Compensation Plan at September 30, 2022. The amounts also include the contributions made by each NEO to the Non-Qualified Savings Plan and Deferred Compensation Plan, which are also reported in the “Salary” column of the Summary Compensation Table, and the Company matching contributions, which are also reported in the “All Other Compensation” column in the Summary Compensation Table for each fiscal year. The amounts included in the Summary Compensation Table for fiscal 2020 for Mr. Moret and Ms. House are $56,475 and $42,608, respectively; and for fiscal 2021 for Messrs. Moret, Gangestad, Genereux, and Ms. House are $77,960, $136,108, $36,346, and $38,384, respectively; and for fiscal 2022 for Messrs. Moret, Gangestad, Genereux, and Mss. House and Lakkundi are $85,988, $647,771, $69,188, $75,183, and $17,850, respectively.

Table of ContentsPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

Executive Compensation

(3)

These amounts include earnings (losses), dividends and interest provided on current contributions and existing balances, including the change in value of the underlying investment options in which the named executive officer is deemed to be invested. These amounts are not reported in the Summary Compensation Table as compensation.

(4)

These amounts represent each named executive officer’s aggregate balance in the Non-Qualified Savings Plan, and for Messrs. Chand and Crandall in the Deferred Compensation Plan and for Mr. Crandall in the “Old” Deferred Compensation Plan, in each case at September 30, 2017. The numbers also include the contributions made by each named executive officer to the Non-Qualified Savings Plan and Deferred Compensation Plan, which are also reported in the “Salary” column of the Summary Compensation Table, and the Company matching contributions, which are also reported in the “All Other Compensation” column in the Summary Compensation Table for each fiscal year. The amounts included in the Summary Compensation Table for fiscal 2015 for Messrs. Moret, Crandall, and Kulaszewicz are $29,945, $41,430, and $25,451, respectively; and for fiscal 2016 for Messrs. Moret, Crandall, Kulaszewicz, and McDermott are $40,649, $44,743, $36,678, and $43,568, respectively; and for fiscal 2017 for Messrs. Moret, Goris, Chand, Crandall, Kulaszewicz, and McDermott are $61,982, $30,813, $51,529, $42,862, $43,172, and $41,496, respectively.

Potential Payments Upon Termination or Change of Control

The tables and narrative below describe and quantify compensation that would become payable to the named executive officersNEOs under existing plans and arrangements if the named executive officer’sNEO’s employment had terminated on September 30, 20172022, for the reasons set forth below. We do not have employment agreements with the named executive officers,NEOs but do have change of control agreements with Messrs. Moret, Goris, Chand, Crandall, Kulaszewicz, and McDermottthe NEOs and certain other officers. There are two main purposes of these agreements.

1.	They provide protection for the executive officers who would negotiate any potential acquisitions of the Company, thus encouraging them to negotiate a good outcome for shareowners, without concern that their negotiating stance will put at risk their financial situation immediately after an acquisition.
2.	The agreements seek to ensure continuity of business operations during times of potential uncertainty, by removing the incentive to seek other employment in anticipation of a possible change of control.

•

They provide protection for the executive officers who would negotiate any potential acquisition of the Company, thus encouraging them to negotiate a good outcome for shareowners, without concern that their negotiating stance will put at risk their financial situation immediately after an acquisition.

•

The agreements seek to ensure continuity of business operations during times of potential uncertainty, by removing the incentive to seek other employment in anticipation of a possible change of control.

In short, the change of control agreements seek to ensure that we may rely on key executives to continue to manage our business consistent with our best interests despite concerns for personal risks. We do not believe these agreements encourage our executives to favor or oppose a change of control. We believe these agreements strike a balance that the amounts are neither so low to cause an executive to oppose a change of control nor so high as to cause an executive to favor a change of control. In addition, in the past we have at times have entered into severance arrangementsagreements with executive officers uponin connection with the termination of their employment, with the terms and conditions depending on the individual circumstances of the termination, the transition role we expect from the officer and our best interests. The information set forth below does not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees upon termination of employment, including unused vacation pay, distributions of balances under savings and deferred compensation plans and accrued pension benefits. The information set forth below also does not include any payments and benefits that may be provided under severance arrangements that may be entered into with any named executive officerNEO upon termination of their employment.

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We have change of control agreements with Mr. Moret, and each of the other named executive officersNEOs and certain other officers. These agreements become effective if there is a change of control (as defined in the agreements) on or before September 30, 2019.2025. Each agreement provides for the continuing employment of the executive for two years after the change of control on conditions no less favorable than those in effect before the change of control. If the executive’s employment is terminated by us without “cause” or if the executive terminates his or her employment for “good reason” (such as, diminution of responsibilities or a relocation) within that two yeartwo-year period, each agreement entitles the executive to:

●	severance benefits payable as a lump sum equal to two times (three times in the case of Mr. Moret) his annual compensation, including target ICP;
●	annual ICP payment prorated through the date of termination payable as a lump sum, based upon the average of the previous three years’ ICP payments; and
●	continuation of other benefits and perquisites for two years (three years in the case of Mr. Moret).

•

severance benefits payable as a lump sum equal to two times (three times in the case of Mr. Moret) his or her annual compensation, including target ICP;

•

annual ICP payment prorated through the date of termination payable as a lump sum, based upon the average of the previous three years’ ICP payments; and

•

continuation of other benefits and perquisites for two years (three years in the case of Mr. Moret).

The agreements do not include a provision that entitles the executives to receive tax gross-ups related to any excise tax imposed on change of control agreements. In each change of control agreement, the executive agreed to certain confidentiality provisions.

Under the change of control agreements, a change of control would include any of the following events:

●	any “person”, as defined in Section 13(d)(3) or 14(d)(2) of the Exchange Act, acquires 20 percent or more of our outstanding voting securities;
●	a majority of our directors are replaced by persons who are not endorsed by a majority of our directors;
●	we are involved in a reorganization, merger, sale of assets or other business combination that results in our shareowners owning 50% or less of our outstanding shares or the outstanding shares of the resulting entity; or
●	shareowners approve a liquidation or dissolution of the Company.

52     ROCKWELL AUTOMATION FY2017 Proxy Statement

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Tableany “person”, as defined in Section 13(d)(3) or 14(d)(2) of Contentsthe Exchange Act, acquires 20 percent or more of our outstanding voting securities;

Executive Compensation

•

a majority of our directors are replaced by persons who are not endorsed by a majority of our directors;

•

we are involved in a reorganization, merger, sale of assets or other business combination that results in our shareowners owning 50% or less of our outstanding shares or the outstanding shares of the resulting entity; or

•

shareowners approve a liquidation or dissolution of the Company.

The following table provides details with respect to potential post-employment payments to the named executive officersNEOs under our change of control agreements in the event of separation due to a change of control of the Company, assuming a termination covered by the change of control agreement occurred on September 30, 2017.2022.

Name		Cash ($)(1)		Equity ($)(2)		Pension/ NQDC ($)		Perquisites/ Benefits ($)(3)		Tax Reimbursement ($)(4)		Other ($)(5)		Total ($)
Blake D. Moret		6,884,800		10,397,791		0		47,412		0		100,000		17,430,003
Patrick P. Goris		1,688,869		1,817,571		0		31,608		0		100,000		3,638,048
Sujeet Chand		1,990,017		3,847,450		0		29,158		0		100,000		5,966,625
Theodore D. Crandall		2,517,433		6,192,870		0		31,608		0		100,000		8,841,911
Frank C. Kulaszewicz		2,405,367		6,192,870		0		31,608		0		100,000		8,729,845
John P. McDermott		1,980,950		3,816,470		0		31,608		0		100,000		5,929,028

(1)

This column includes the severance value, which is base salary plus target annual ICP multiplied by three for Mr. Moret, and multiplied by two for Messrs. Goris, Chand, Crandall, Kulaszewicz, and McDermott. In the year of termination, the executive is also entitled to receive a prorated ICP payout based on the average of the previous three years’ ICP payment (fiscal years 2015, 2016 and 2017). These amounts are $614,800, $168,869, $240,867, $287,033, $283,767 and $213,600 for Messrs. Moret, Goris, Chand, Crandall, Kulaszewicz, and McDermott, respectively.

(2)

Upon a change of control of the Company and, in the case of awards granted after February 2, 2010, if (1) the executive’s awards are assumed or substituted with comparable awards by the surviving company in the change of control and such executive’s employment is terminated within two years of the change of control for certain specified reasons or (2) the executive’s awards are not assumed or substituted with comparable awards by the surviving company in the change of control, all outstanding stock options would become fully exercisable; the restrictions on all shares of restricted stock would lapse; and grantees of performance shares would be entitled to a performance share payout equal to 100% of the target shares. The following represents the value of unvested equity awards had a change of control occurred on September 30, 2017, using the fiscal year end price of $178.21.

Name		Unvested Stock Options ($)		Unvested Restricted Stock ($)		Performance Shares ($)
Blake D. Moret		5,495,233		1,434,591		3,467,967
Patrick Goris		1,199,132		283,354		335,035
Sujeet Chand		1,769,522		523,937		1,553,991
Theodore D. Crandall		2,842,522		841,151		2,509,197
Frank C. Kulaszewicz		2,842,522		841,151		2,509,197
John P. McDermott		1,752,798		518,591		1,545,081

Name		Cash ($)(1)		Equity ($)(2)		Pension/ NQDC ($)		Perquisites/ Benefits ($)(3)		Tax Reimbursement ($)(4)		Other ($)(5)		Total ($)
Blake D. Moret		9,734,440		10,926,970		0		59,687		0		100,000		20,821,097
Nicholas C. Gangestad		3,805,727		3,444,772		0		38,359		0		75,000		7,363,858
Scott A. Genereux		2,559,106		1,883,933		0		38,359		0		75,000		4,556,398
Rebecca W. House		2,599,425		2,339,281		0		39,792		0		75,000		5,053,498
Veena M. Lakkundi		2,457,823		1,682,160		0		35,533		0		75,000		4,250,516
(1) This column includes the severance value, which is base salary plus target annual ICP payout multiplied by three for Mr. Moret, and multiplied by two for Messrs. Gangestad and Genereux and Mss. House and Lakkundi. In the year of termination, the executive is also entitled to receive a prorated ICP payout based on the average of the previous three years’ ICP payment (fiscal years 2020, 2021, and 2022). These amounts are $1,005,190, $501,727, $328,906, $302,265, and $204,490 for Messrs. Moret, Gangestad, Genereux and Mss. House and Lakkundi, respectively. (2) Upon a change of control of the Company and, in the case of awards granted after February 2, 2010, if (1) the executive’s awards are assumed or substituted with comparable awards by the surviving company in the change of control and such executive’s employment is terminated within two years of the change of control for certain specified reasons or (2) the executive’s awards are not assumed or substituted with comparable awards by the surviving company in the change of control, all outstanding stock options would become fully exercisable; the restrictions on all shares of restricted stock would lapse; and grantees of performance shares would be entitled to a performance share payout equal to 100% of the target shares. The following represents the value of unvested equity awards had a change of control occurred on September 30, 2022, using the fiscal year end price of our common stock of $215.11.

(3)	Amounts include healthcare program subsidies provided to all employees and amounts received for personal liability insurance.
(4)	Agreements do not include a provision that entitles the executives to receive tax gross-ups related to any excise tax imposed on change of control agreements.
(5)	Estimated value of outplacement services.

	Name		Unvested Stock Options ($)		Unvested Restricted Stock ($)		Unvested Performance Shares ($)
	Blake D. Moret		437,131		3,710,217		6,779,622
	Nicholas C. Gangestad		—		2,872,579		572,193
	Scott A. Genereux		—		1,526,205		357,728
	Rebecca W. House		78,475		1,001,122		1,259,684
	Veena M. Lakkundi		—		1,449,626		232,534
(3) Amounts include healthcare program subsidies provided to all employees and amounts received for personal liability insurance. (4)   Agreements do not include a provision that entitles the executives to receive tax gross-ups related to any excise tax imposed on change of control agreements. (5) Estimated value of outplacement services.

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Executive Compensation

The following table sets forth the treatment of equity-based awards upon termination of employment for the following reasons:

Reason	Options	Options		Restricted Stock		Performance Shares(5)
Voluntary — Other than retirement(1)		Vested— can be exercised until the earlier of (i) three months after last date on payroll or (ii) the date the option expires Unvested— forfeited		Unearned shares forfeited		Unearned shares forfeited
Voluntary — Retirement(2)		If retirement occurs 12 months or more after grant date, unvested options continue to vest; otherwise all unvested options are forfeited. Vested options can be exercised until the earlier of (i) five years after retirement or (ii) the date the option expiresexpires.		If retirement occurs before 12 months after the grant date, all unearned shares forfeited. If retirement occurs 12 months or more after grant date and before the end of the restriction period, awards granted December 10, 2020 or later continue to vest and awards granted prior to December 10, 2020 have pro rata shares earned at retirement.	If retirement occurs before 12 months after the grant date, all unearned shares forfeited		forfeited. If retirement occurs 12 months or more after grant date and before the end of the performance period, pro rata shares earned at the end of the performance period. If retirement occurs before 12 months after the grant date, all unearned shares forfeited
Involuntary — Cause(1)		Vested— forfeited Unvested— forfeited		Unearned shares forfeited		Unearned shares forfeited
Involuntary — Not for cause(1)		Vested— can be exercised until the earlier of (i) three months after last date on payroll or (ii) the date the option expires Unvested— continue to vest during salary continuation period; if vesting occurs in that period, can be exercised until the earlier of (i) three months after last date on payroll or (ii) the date the option expires; remaining unvested options forfeited		Unearned shares forfeited		Unearned shares forfeited
Death(3)		All options vest immediately and can be exercised until the earlier of (i) three years after death or (ii) the date the option expires		All restrictions lapse		Shares earned on a pro rata basis at the end of the performance period
Disability(4)		Vested— can be exercised until the earlier of (i) three months after the employee’s last date on payroll or (ii) the date the option expires Unvested— continue to vest during salary continuation period; if vesting occurs in that period, can be exercised until the earlier of (i) three months after last date on payroll or (ii) the date the option expires; remaining unvested options forfeited		If disability continues for more than six months, all restrictions lapse		If disability continues for more than six months, pro rata shares earned at the end of the performance period

(1)				Assuming a termination as of September 30, 2017,2022, the NEOs would not receive any additional equity value in connection with voluntary terminations (other than retirement) or involuntary terminations (whether or not for cause).
(2)	The value of the prorated restricted stock granted before December 10, 2020, that is vested on an accelerated basis assuming a retirement as of September 30, 20172022 for Messrs.Mr. Moret Goris, Chand, Crandall, Kulaszewicz, and McDermott would be $695,197, $105,500, $316,145, $510,393, $510,393$865,388. Messrs. Gangestad and $314,719, respectively.
Genereux and Mss. House and Lakkundi do not qualify for retirement under the terms and conditions of their equity awards as of September 30, 2022. (3)	The value of the unvested stock options and restricted stock that are vestedvests on an accelerated basis assuming a termination as a result of death as of September 30, 20172022 for Messrs. Moret, Goris, Chand, Crandall, Kulaszewicz,Gangestad, Genereux and McDermottMss. House and Lakkundi would be $6,929,824, $1,482,536, $2,293,459, $3,683,673, $3,683673$4,147,348, $2,872,579, $1,526,205, $1,079,597, and $2,271,389,$1,449,626, respectively.
(4)	The value of the unvested restricted stock that is vestedvests on an accelerated basis assuming a termination as a result of disability as of September 30, 20172022 for Messrs. Moret, Goris, Chand, Crandall, Kulaszewicz,Gangestad, Genereux, and McDermottMss. House and Lakkundi would be $1,434,591, $283,354, $523,937, $841,151, $841,151$3,710,217, $2,872,579, $1,526,205, $1,001,122, and $518,591,$1,449,626, respectively.
(5)	In the case of assumed terminations for retirement, death or disability as of September 30, 2017,2022, the value of the vesting of pro rata performance shares is not determinable in such instances as the payout will be determined at the end of the applicable performance period.

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RATIO OF ANNUAL COMPENSATION FOR THE CEO TO OUR MEDIAN EMPLOYEE

As required in Item 402(u) of ContentsRegulation S-K, we have estimated the ratio of the 2022 annual total compensation of our CEO to the annual total compensation of our median employee was 180 to 1, calculated as follows:

AUDIT MATTERS
Blake Moret, Chairman and CEO, 2022 total compensation	$11,078,176
Median employee	$61,470
Ratio	180:1

Rockwell Automation is a global organization with approximately 26,000 employees as of September 30, 2022. The countries with our largest number of employees are the United States, Mexico, China, and Poland. Consistent with our executive compensation program, our global compensation program is designed to be competitive in terms of both the position and the geographic location in which an employee is located. We have an Annual Employee Incentive Plan that covers the majority of our non-executive or non-sales employees worldwide and is linked to certain of the executive ICP financial metrics (adjusted EPS, organic sales growth, and organic ARR growth). Additionally, the majority of our employees worldwide participate in either a Company defined-contribution or defined-benefit pension plan, a mandatory plan, or combination of these.

For purposes of the fiscal year 2022 CEO pay ratio set forth above, we used the same median employee identified with respect to our fiscal year 2021 CEO pay ratio, as there has not been a significant change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. We identified our median employee based on target cash compensation (base salary including overtime, if applicable, plus target annual cash incentive) of all our employees as of September 30, 2021. The median employee was employed in the United States. They are eligible for an NEC in the Qualified Savings Plan and do not participate in the Qualified Pension Plan that was closed to entrants hired or re-hired on or after July 1, 2010, as described under the Pension Benefits Table above. We calculated the median employee’s compensation under the Summary Compensation Table rules and compared that to the annual total compensation of our CEO, as disclosed in the Summary Compensation Table.

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AUDIT MATTERS

ITEM 4.Proposal to Approve the Selection of Independent Registered-Public Accounting FirmPROPOSAL TO APPROVE THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor. The Audit Committee annually evaluates the qualifications, performance and independence of the Company’s independent auditor and considers whether there should be a change of the independent audit firm and potential impact of making a change. The Audit Committee has selected the firm of Deloitte & Touche LLP (D&T) as our independent registered public accounting firm for the fiscal year ending September 30, 2023 (the D&T appointment), subject to the approval of our shareowners. D&T and its predecessors have acted as the independent registered public accounting firm for the Company and its corporate predecessors since 1934, and for the Company and its accounting predecessors since 1967.

The Audit Committee reviews all non-audit services that the independent auditor may provide and conducts regular private sessions with the independent auditor. This review includes consideration of whether any non-audit services provided by the independent auditor are compatible with maintaining the firm’s independence.

The Audit Committee annually reviews and evaluates the lead audit partner and is involved in the process of the independent audit firm’s selection of a new lead audit partner when rotation is required after 5 years under the SEC’s audit partner rotation rules. A new lead audit partner was selected as required by these rules effective beginning fiscal 2022. The selection process includes a meeting between the Chair of the Audit Committee and the candidate for lead audit partner as well as discussion by the full Audit Committee and with management.

Company policy generally restricts the hiring of certain individuals who have been employed by the independent auditor until after a two year “cooling off” period, which is more restrictive than regulatory requirements. We understand the need to maintain the independence of the Company’s independent auditor both in appearance and in fact.

The Audit Committee has selected the firm of Deloitte & Touche LLP (D&T) as our independent registered public accounting firm for the fiscal year ending September 30, 2018 (the D&T appointment), subject to the approval of the shareowners. D&T and its predecessors have acted as the independent registered public accounting firm for the Company and its predecessors since 1934.

Before the Audit Committee selected D&T as its auditorsauditor for fiscal 2018,2023, it carefully considered the independence and qualifications of that firm, including their performance in prior years, their tenure as our independent auditors,auditor, the appropriateness of their fees, and their reputation for integrity and for competence in the fields of accounting and auditing.auditing, with input from management on their assessment of D&T’s performance. Based on this evaluation, the Audit Committee believes it is in the best interests of the Company and its shareowners for D&T to continue as its independent auditorsauditor for fiscal 2018.2023.

We expect that representatives of D&T will attend the Annual Meeting to answer appropriate questions and make a statement if they desire to do so.

ITEM 4: THE BOARD OF DIRECTORS RECOMMENDS THAT YOU The Board of Directors recommends that you voteVOTE “FOR” “FOR”the proposal to approve the selection of DeloitteTHE PROPOSAL TO APPROVE THE SELECTION OF DELOITTE & ToucheTOUCHE LLP as our independent registered public accounting firm.AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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Audit Matters

Audit FeesAUDIT FEES

The following table sets forth the aggregate fees for services provided by D&T for the fiscal years ended September 30, 20172022 and 20162021 (in millions), all of which were approved by the Audit Committee:

		Year Ended September 30,
		2017		2016
Audit Fees
Integrated Audit of Consolidated Financial Statements and Internal Control over Financial Reporting		$3.80		$3.68
Statutory Audits		1.58		1.67
Audit-Related Fees*		0.15		0.12
Tax Fees
Compliance		0.18		0.00
All Other Fees**		0.01		0.01
TOTAL		$5.72		$5.48

*	Audit-related services primarily relate to non-US employee benefit plan audits as well as to other compliance services.
**	Other fees include a license for an accounting research tool and for 2016 review services for our conflict minerals certification report.

The Audit Committee considered and determined that the non-audit services provided by D&T were compatible with maintaining the firm’s independence.

Audit Committee Pre-Approval Policies and Procedures

	Year Ended September 30,
		2022		2021
Audit Fees
Integrated Audit of Consolidated Financial Statements and Internal Control over Financial Reporting	$	3.75	$	3.94
Statutory Audits		1.10		1.66
Audit-Related Fees*		0.13		0.22
Tax Fees
Compliance		0.04		0.03
All Other Fees**		0.01		0.01
TOTAL	$	5.03	$	5.86
* Audit-related services primarily relate to non-U.S. employee benefit plan audits and other compliance services. ** Other fees include a license for an accounting research tool.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee is responsible for appointing, compensating, and overseeing the work performed by D&T and audit services performed by other independent public accounting firms. The Audit Committee pre-approves all audit (including audit-related) services provided by D&T and others and permitted non-audit services provided by D&T in accordance with its pre-approval policies and procedures.

The Audit Committee annually approves the scope and fee estimates for the year-end audit of the Company, statutory audits, and employee benefit plan audits for the next fiscal year.audits. The Audit Committee receives reports from the Company’s Chief Financial Officer and Controller on the appropriateness of the audit engagement fees and meets separately with management and the independent auditor to discuss and review the fees prior to engagement.

With respect to other permitted services to be performed by our independent registered public accounting firm, the Audit Committee has adopted a policy pre-approving certain categories and specifictypesspecific types of audit and non-audit services that may be provided by our independent registered public accounting firm on a fiscal year basis, subject to individual and aggregate monetary limits. The policy requires the Company’s Controller or Chief Financial Officer to pre-approve the terms and conditions of any engagement under the policy. The Audit Committee must specifically approve any proposed engagement for an audit or non-audit service that does not meet the guidelines of the policy. The Audit Committee also authorized the Chair of the Audit Committee to pre-approve any individual service not covered by the general pre-approval policy, with any such approval reported by the Chair at the next regularly scheduled meeting of the Audit Committee. The Audit Committee annually reviews and approves the categories of pre-approved services and monetary limits under the pre-approval policy. The Company’s Controller reports to the Audit Committee regarding the aggregate fees charged by D&T and other public accounting firms compared to the pre-approved amounts, by category.

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Audit Matters

AUDIT COMMITTEE REPORTAudit Committee Report

The Audit Committee assists the Board in overseeing and monitoring the integrity of the Company’s financial reporting processes, its internal control and disclosure control systems, the integrity and audits of its financial statements, the Company’s compliance with legal and regulatory requirements, the qualifications and independence of its independent registered public accounting firm and the performance of its internal audit function and independent registered public accounting firm.

Our Committee’s roles and responsibilities are set forth in a written Charter adopted by the Board, which is available on the Company’s website athttp:https://www.rockwellautomation.comunder the “Investors” link. We review and reassess the Charter annually, and more frequently as necessary to address any changes in NYSE corporate governance and SEC rules regarding audit committees, and recommend any changes to the Board for approval.

Management is responsible for the Company’s financial statements and the reporting processes, including the system of internal control. Deloitte & Touche LLP (D&T), the Company’s independent registered public accounting firm, is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, and on the Company’s internal control over financial reporting.

Our Committee is responsible for overseeing the Company’s overall financial reporting processes. In fulfilling our responsibilities for the financial statements for fiscal year 2017,2022, we:

●	• reviewed and discussed the audited financial statements for the fiscal year ended September 30, 2022 and quarterly financial statements with management and D&T; • reviewed management’s assessment of the Company’s internal control over financial reporting and D&T’s report pursuant to Section 404 of the Sarbanes-Oxley Act; • discussed with D&T the matters required to be discussed by Public Company Accounting Oversight Board (United States) (PCAOB) Auditing Standard No. 1301 “Communication with Audit Committees” and Rule 2-07 of SEC Regulation S-X relating to the conduct of the audit; and • received written disclosures and the letter from D&T regarding its independence as required by PCAOB Ethics and Independence Rule 3526. We also discussed with D&T its independence. Reviewed and discussed the audited financial statements for the fiscal year ended September 30, 2017 and quarterly financial statements with management and D&T;
●	Reviewed management’s assessment of the Company’s internal control over financial reporting and D&T’s report pursuant to Section 404 of the Sarbanes-Oxley Act;
●	Discussed with D&T the matters required to be discussed by Public Company Accounting Oversight Board (United States) (PCAOB) Auditing Standard No. 16 “Communication with Audit Committees” and Rule 2-07 of SEC Regulation S-X relating to the conduct of the audit; and
●	Received written disclosures and the letter from D&T regarding its independence as required by PCAOB Ethics and Independence Rule 3526. We also discussed with D&T its independence.

We reviewed and approved all audit and audit-related fees and services. For information on fees paid to D&T for each of the last two years, see the section entitled“Proposal to Approve the Selection of Independent Registered Public Accounting Firm”in this proxy statement.

We considered the non-audit services provided by D&T in fiscal year 20172022 and determined that engaging D&T to provide those services is compatible with and does not impair D&T’s independence.

In fulfilling our responsibilities, we discussed with D&T the scope and plans for the annual audit and met with the Company’s General Auditor and D&T, with and without management present, to discuss the results of their examinations, the evaluations of the Company’s internal control over financial reporting and the overall quality of the Company’s financial reporting.reporting, critical audit matters addressed during the fiscal year, and other matters as are required to be discussed by applicable requirements of the PCAOB and SEC. We considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit processes that we determined appropriate. We discussed with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. We also met separately with the Company’s Chief Executive Officer, Chief Financial Officer, Controller, General CounselChief People and Ombudsman.Legal Officer and Ombuds.

Based on our review of the audited financial statements and the discussions and reports referred to above, we recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 20172022 for filing with the SEC.

Audit Committee

James P. Keane,Chair
Lawrence D. Kingsley
Donald R. ParfetPam Murphy
Lisa A. Payne
ThomasRobert W. Rosamilia
Patricia A. WatsonSoderbery

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PROPOSAL TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

A proposal will be presented at the meeting asking shareownersBack to approve on an advisory basis the compensation of our named executive officers as described in this proxy statement.Contents

STOCK OWNERSHIP INFORMATION

OWNERSHIP OF EQUITY SECURITIES OF THE COMPANYWhy You Should Approve our Executive Compensation Programs

Our compensation philosophy is designed to attract and retain executive talent and emphasize pay for performance, including the creation of shareowner value. Our compensation programs include base salary, annual incentive compensation, long-term incentives, defined benefit and defined contribution retirement plans and a limited perquisite package. We encourage shareowners to read the Executive Compensation section of this proxy statement, including the Compensation Discussion and Analysis (CD&A) and compensationtables, for a more detailed discussion of our compensation programs and policies. We believe our compensation programs and policies are appropriate and effective in implementing our compensation philosophy and in achieving our goals with the appropriate level of risk, and that they are aligned with shareowner interests and worthy of continued shareowner support.

We believe that shareowners should consider the following in determining whether to approve this proposal.

DIRECTORS AND EXECUTIVE OFFICERSCompensation Program is Highly Aligned with Shareowner Value

A significant portion of our executives’ compensation is directly linked to our performance and the creation of shareowner value because the majority of their Total Direct Compensation is in the form of performance-based annual and long-term incentive awards. Our long-term incentive awards consist of three vehicles: stockoptions, performance shares and restricted stock. We believe this mix appropriately motivates long-term performance and rewards executives for both absolute gains in share price and relative performance related to total shareowner return compared to the aggregate performance of the S&P 500 Index.

Strong Pay-for-Performance Orientation

We maintain a consistent pay-for-performance approach to setting ICP targets and payouts over time have reflected this philosophy. The past five years illustrate the consistent application of this philosophy. ICP awards were above target in fiscal 2014 and 2017 because we exceeded some or all of our financial goals in those respective years.

For fiscal 2013 and 2015, we did not meet all the stretch financial goals set at the beginning of those years and ICP awards were below target. For fiscal 2016, our Adjusted EPS was less than the previous year’s results so no ICP payout was awarded.

Alignment with Shareowner Interests

We seek to align our compensation programs with best practices that address shareowner interests.

●	No tax gross-upson personal liability insurance, the FICA tax due on the Company’s matching contributions to non-qualified plans, and on excise tax imposed on change of control agreement benefits.
●	No employment contracts:We do not have employment contracts with any of our named executive officers.
●	No repricing:Our long-term incentives plan expressly prohibits repricing or exchanging equity awards.
●	No hedging or pledging of Rockwell Automation securities.
●	Very limited perquisite package:We offer very limited perquisites.

58     ROCKWELLAUTOMATION FY2017 Proxy Statement

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Proposal to Approve Compensation of Our Named Executive Officers

Compensation Program Has Appropriate Long-Term Orientation

Our compensation programs and policies have a long-term focus.

●	Minimum vesting for equity awards:We encourage a long-term orientation by our executives by using minimum vesting of one-third per year over three years for options and three years for restricted stock and performance shares (one year for executives that elect retirement during the performance period).
●	Officers are subject to stock ownership requirements:We have stock ownership requirements for officers that align the interests of officers with the interests of shareowners. The CEO must ownstock with a value of five times his base salary and each senior vice president must own stock with a value of three times his or her salary. These requirements must be met within five years of becoming an officer. If officers do not meet the ownership requirements, they may not sell shares and must retain the shares received (on a net after-tax and transaction cost basis) from any option exercises and restricted stock and performance share lapses.

Compensation Committee Stays Current on Best Practices

The Compensation Committee has engaged a compensation consultant, Willis Towers Watson, to provide independent advice on compensation trends and market information and to advise the Committee as it reviews and approves executive compensation matters pursuant to its Charter. In addition, Willis Towers Watson regularly updates our Board and the Compensation Committee on executive compensation emerging practices and trends.

Summary of Good Governance and Risk Mitigating Factors

●	Use of multiple balanced metrics:We use multiple metrics in our ICP and multiple vehicles in our long-term incentives plan grants. The metrics in the ICP include an appropriate balance between corporate and business segment performance and between earnings, sales growth, and cash flow.
●	Limited ICP payouts:The Committee has never used its discretion to adjust ICP awards over 200% of target, limiting excessive awards for short-term performance.
●	Balanced pay mix:The mix of pay is balanced between annual and long-term, with an emphasis on long-term performance.
●	Multiple-year vesting of long-term incentives:Long-term incentive awards do not fully vest until at least three years after the grant.
●	Stock ownership policy:We require executives to own a significant amount of the Company’s stock.
●	Third-party audits of financial performance:The Committee uses audited financial results to determine payouts in our Senior ICP and performance share plan.
●	Use of claw-back provisions:We entered into agreements with and have a recoupment policy covering Mr. Moret as President and CEO, Mr. Goris as CFO and Mr. Crandall as former CFO with respect to the reimbursement (or claw-back) for any incentive-or equity-based compensation if we are required to restate any financial statements due to a material non-compliance with any financial reporting requirement under the securities laws.

The following resolution will be submitted for a shareowner vote at the 2018 Annual Meeting:

“RESOLVED, that the shareowners of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers listed in the 2017 Summary Compensation Table included in the proxy statement for this meeting, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement under the section entitled “Executive Compensation”, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures set forth under that section.”

We are providing our shareowners with an advisory vote on our executive compensation as required pursuant to Section 14A of the Exchange Act. This advisory vote on the compensation of our named executive officers gives shareowners another mechanism to convey their views about our compensation programs and policies. Although your vote on executive compensation is not binding on the Company, the Board values the views of shareowners. The Board and Compensation Committee will review the results of the vote and take them into consideration in addressing future compensation policies and decisions.

The Board of Directors recommends that you vote“FOR”the proposal to approve the compensation of our named executive officers.

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STOCK OWNERSHIP INFORMATION

Ownership of Equity Securities of the Company

Directors and Executive Officers

The following table shows the beneficial ownership, reported to us as of November 3, 2017,1, 2022, of our common stock, including shares as to which a right to acquire ownership within 60 days exists, of each director, and each executive officer listed in the table on page 42 (named executive officers)50 (NEOs) and of these persons and other executive officers as a group. On November 3, 2017,1, 2022, we had outstanding 128,229,158114,844,152 shares of our common stock.

		Beneficial Ownership on November 3, 2017
Name		Shares of Common Stock(1)			Derivative Securities(2)		Total Shares(1)		Percent of Class(3)
Betty C. Alewine		21,096			—		21,096		—
J. Phillip Holloman		1,582	(4)		—		1,582		—
Steven R. Kalmanson		9,147			—		9,147		—
James P. Keane		9,147			—		9,147		—
Lawrence D. Kingsley		6,551	(4)		—		6,551		—
William T. McCormick, Jr.		9,621			—		9,621		—
Blake D. Moret		21,292	(5,6)		148,226		169,518		—
Keith D. Nosbusch		393,106			339,042		732,148		—
Donald R. Parfet		10,360	(4)		—		10,360		—
Lisa A. Payne		3,549			—		3,549		—
Thomas W. Rosamilia		2,235			—		2,235		—
Patricia A. Watson		832			—		832		—
Sujeet Chand		47,481	(5,6)		69,342		116,823		—
Theodore D. Crandall		95,546	(5,6)		59,294		154,840		—
Patrick P. Goris		6,609	(5,6)		19,008		25,617		—
Frank C. Kulaszewicz		25,222	(5,6)		62,227		87,449		—
John P. McDermott		37,782	(5,6)		48,109		85,891		—
All of the above and other executive officers as a group (25 persons)		752,539	(4,5,6)		901,725		1,654,264		1.28	%

(1)	Each person has sole voting and investment power with respect to the shares listed (either individually or with spouse). None of the listed shares are pledged.
(2)	Represents shares that may be acquired upon the exercise of outstanding stock options and settlement of performance shares within 60 days.
(3)	The shares owned by each person, and by the group, and the shares included in the number of shares outstanding have been adjusted, and the percentage of shares owned (where such percentage exceeds 1%) has been computed, in accordance with Rule 13d-3(d)(1) under the Exchange Act.
(4)	Does not include 7,298, 2,219 and 2,162 restricted stock units granted under the 2003 Directors Stock Plan as compensation for services as directors for Messrs. Holloman, Kingsley and Parfet, respectively.
(5)	Includes shares held under our savings plan. Does not include 405, 730, 64, 351, 46, 193 and 3,393 share equivalents for Messrs. Moret, Chand, Crandall, Goris, Kulaszewicz and McDermott, and the group, respectively, held under our non-qualified savings plan.
(6)	Includes 8,050, 2,940, 4,720, 1,590, 4,720 and 2,910 shares granted as restricted stock under our 2012 Long-Term Incentives Plan for Messrs. Moret, Chand, Crandall, Goris, Kulaszewicz and McDermott, respectively, and 35,820 shares granted as restricted stock for the group.

Name	Beneficial Ownership on November 1, 2022
	Shares of Common Stock(1)		Derivative Securities(2)	Total Shares(1)		Percent of Class(3)
William P. Gipson	453	(4)	—	453	(5)	—
J. Phillip Holloman	0	(4)	—	0	(5)	—
Steven R. Kalmanson	12,032		—	12,032		—
James P. Keane	12,032		—	12,032		—
Blake D. Moret	58,421	(6,7)	390,442	448,863		—
Pam Murphy	2,327		—	2,327		—
Donald R. Parfet	11,864		—	11,864	(5)	—
Lisa A. Payne	6,434		—	6,434		—
Thomas W. Rosamilia	5,120		—	5,120		—
Robert W. Soderbery	335		—	335		—
Patricia A. Watson	4,827		—	4,827		—
Nicholas C. Gangestad	3,938		4,561	8,499		—
Scott A. Genereux	1,753		2,850	4,603		—
Rebecca W. House	8,055	(6,7)	33,428	41,483		—
Veena M. Lakkundi	1,875		1,852	3,727
All of the above and other executive officers as a group (24 persons)	175,881	(6,7)	558,908	739,069		0.64	%
(1) Each person has sole voting and investment power with respect to the shares listed (either individually or with spouse). None of the listed shares are pledged. (2) Represents shares that may be acquired upon the exercise of outstanding stock options and settlement of performance shares and restricted stock units within 60 days. (3) The shares owned by each person, and by the group, and the shares included in the number of shares outstanding have been adjusted, and the percentage of shares owned (where such percentage exceeds 1%) has been computed, in accordance with Rule 13d-3(d)(1) under the Exchange Act. (4) Messrs. Gipson and Holloman defer all cash and stock compensation for services as a director to restricted stock units. Each restricted stock unit represents the right to receive one share of our common stock. (5) Shares owned do not include 1,410, 12,615, and 2,162 restricted stock units granted under the 2020 Long-Term Incentives Plan and 2003 Directors Stock Plan as compensation for services as directors for Messrs. Gipson, Holloman, and Parfet, respectively. (6) Includes shares held under our savings plan. Does not include 470, 25, and 275 share equivalents for Mr. Moret, Ms. House, and the group, respectively, held under our non-qualified savings plan. (7) Includes 4,280, 2,140, and 7,004 shares granted as restricted stock under our 2012 Long-Term Incentives Plan and 2020 Long-Term Incentives Plan for Mr. Moret, Ms. House, and the group, respectively.

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Stock Ownership Information

Certain Other Shareowners

CERTAIN OTHER SHAREOWNERS

Based on filings made under Sections 13(d) and 13(g) of the Exchange Act on or before December 11, 2017,15, 2022, the following table lists the persons who we believe beneficially owned more than 5% of our common stock as of such date.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned			Percent of Class(1)
BlackRock, Inc.
55 East 52ndStreet
New York, NY 10055	8,352,811	(2)		6.50%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355	8,231,184	(3)		6.41%

(1)	The percent of class owned has been computed in accordance with Rule 13d-3(d)(1) under the Exchange Act.
(2)	Based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 25, 2017. BlackRock and its named subsidiaries reported sole voting power for 7,182,757 shares, sole dispositive power for 8,348,431 shares, shared voting power for 4,380 shares, and shared dispositive power for 4,380 shares.
(3)	Based on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, 2017. Vanguard reported sole voting power for 203,638 shares, sole dispositive power for 8,008,724 shares, shared voting power for 23,650 shares and shared dispositive power for 222,460 shares. According to the filing, Vanguard beneficially owns the shares as a registered investment adviser and through its subsidiaries as a result of serving as investment managers.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class(1)
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	8,966,745	(2)	7.7%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	13,454,960	(3)	11.57%
(1) The percent of class owned has been computed in accordance with Rule 13d-3(d)(1) under the Exchange Act. (2) Based on a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 1, 2022. BlackRock and its named subsidiaries reported sole voting power for 7,749,102 shares and sole dispositive power for 8,966,745 shares. (3) Based on a Schedule 13G/A filed by The Vanguard Group with the SEC on July 11, 2022. Vanguard reported sole voting power for 0 shares, sole dispositive power for 12,979,965 shares, shared voting power for 167,852 shares and shared dispositive power for 474,995 shares. According to the filing, Vanguard beneficially owns the shares as a registered investment adviser and through its subsidiaries as a result of serving as investment managers.

SectionDELINQUENT SECTION 16(a) Beneficial Ownership Reporting Compliance

REPORTS

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of our common stock, to file reports of ownership and changes in ownership of our common stock on Forms 3, 4 and 5 with the SEC and the NYSE.

Based on our review of the copies of such forms that we have received and written representations from certain reporting persons confirming that they were not required to file Forms 5 for specified fiscal years, we believe that all our officers, directors, and greater thantenthan ten percent beneficial owners complied with applicable Section 16(a) filing requirements during fiscal 2017,2022, except that fifteen reportsone Form 4 reporting nineteen transactions wereone transaction was filed late by the Company on behalf of Mr. Kingsley, which reports wereIsaac Woods, Vice President, Treasurer, due at various times during fiscal 2015 through 2017. The late-reported transactions were effected without Mr. Kingsley’s knowledge by an investment advisor in managed accounts, and came to Mr. Kingsley’s attention in fiscal 2018, which was too lateadministrative error.

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INFORMATION

Table of ContentsSUPPLEMENTAL FINANCIAL INFORMATION

OTHER INFORMATION

Supplemental Financial Information

This proxy statement contains information regarding Return On Invested Capital (ROIC),organic sales, free cash flow, free cash flow conversion, adjusted income, and adjusted EPS, which are non-GAAP financial measures. This proxy statement also contains information regarding organic annual recurring revenue growth, a key metric.

ORGANIC SALES

We translate sales of subsidiaries operating outside of the United States using exchange rates effective during the respective period. Therefore, changes in currency exchange rates affect our reported sales. Sales by acquired businesses also affect our reported sales. We believe that organic sales, defined as sales excluding the effects of acquisitions and changes in currency exchange rates, which is a non-GAAP financial measure. We believe that ROIC ismeasure, provides useful information to investors as a measurebecause it reflects regional and operating segment performance from the activities of performanceour businesses without the effect of acquisitions and of the effectiveness of the use of capitalchanges in our operations.currency exchange rates. We use ROICorganic sales as one measure to monitor and evaluate our regional and operating segment performance. When we acquire businesses, we exclude sales in the current period for which there are no comparable sales in the prior period. We determine the effect of changes in currency exchange rates by translating the respective period’s sales using the same currency exchange rates that were in effect during the prior year. When we divest a business, we exclude sales in the prior period for which there are no comparable sales in the current period. Organic sales growth is calculated by comparing organic sales to reported sales in the prior year, excluding divestitures.

ROCKWELL ORGANIC SALES GROWTH

	Year Ended September 30, 2022			Year Ended September 30, 2021
Reported sales growth	10.9	%		10.5	%
Less: Effect of acquisitions	2.3	%		1.5	%
Effect of changes in currency	(2.7	)%		2.3	%
Organic sales growth	11.3	%		6.7	%

ORGANIC ANNUAL RECURRING REVENUE (ARR) GROWTH

ARR is a key metric that enables measurement of progress in growing our recurring revenue business. It represents the annual contract value of all active recurring revenue contracts at any point in time. Recurring revenue is defined as a revenue stream that is contractual, typically for a period of 12 months or more, and has a high probability of renewal. The probability of renewal is based on historical renewal experience of the individual revenue streams, or management’s best estimates if historical renewal experience is not available. Organic ARR growth is calculated as the dollar change in ARR, adjusted to exclude the effects of currency translation and acquisitions, divided by ARR as of the prior period. The effects of currency translation are excluded by calculating Organic ARR on a constant currency basis. When we acquire businesses, we exclude the effect of ARR in the current period for which there was no comparable ARR in the prior period. Organic ARR growth is also used as a financial measure of performance for our annual incentive compensation. Because ARR is based on annual contract value, it does not represent revenue recognized during a particular reporting period or revenue to be recognized in future reporting periods and is not intended to be a substitute for revenue, contract liabilities, or backlog.

ROCKWELL ORGANIC ARR GROWTH

	Year Ended September 30, 2022			Year Ended September 30, 2021
Organic ARR growth	14	%		18	%

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FREE CASH FLOW, FREE CASH FLOW CONVERSION, ADJUSTED INCOME AND ADJUSTED EPS

Our definition of free cash flow, which is a non-GAAP financial measure, takes into consideration capital investments required to maintain the operations of our business and execute our strategy. Cash provided by operating activities adds back non-cash depreciation expense to earnings but does not reflect a charge for necessary capital expenditures. Our definition of free cash flow excludes the operating cash flows and capital expenditures related to our discontinued operations, if any. In our opinion, free cash flow provides useful information to investors regarding our ability to generate cash from business operations that is available for acquisitions and other investments, service of debt principal, dividends and share repurchases. We use free cash flow, as defined, as one measure to monitor and evaluate our performance, including as a financial measure for our annual incentive compensation. Our definition of free cash flow may differ from definitions used by other companies.

FREE CASH FLOW (IN MILLIONS) AND FREE CASH FLOW CONVERSION

	Year Ended September 30, 2022			Year Ended September 30, 2021
Cash provided by operating activities	$ 823.1			$ 1,261.0
Capital expenditures	(141.1	)		(120.3	)
Free cash flow	$ 682.0			$ 1,140.7
Adjusted income	$ 1,110.7			$ 1,105.9
Free cash flow conversion (i.e., free cash flow as a % of Adjusted income)	61	%		103	%

Adjusted income and adjusted EPS are non-GAAP earnings measures that exclude non-operating pension and postretirement benefit (cost) credit, purchase accounting depreciation and amortization attributable to Rockwell Automation, net income (loss) attributable to noncontrolling interests, and change in fair value of investments, including their respective tax effects.

OurWe believe that adjusted income and adjusted EPS provide useful information to our investors about our operating performance and allow management and investors to compare our operating performance period over period. Adjusted EPS is also used as a financial measure of ROICperformance for our annual incentive compensation. Our measures of adjusted income and adjusted EPS may be different from thatmeasures used by other companies. We define ROIC as the percentage resulting from the following calculation:

(a)	income from continuing operations, before interest expense, income tax provision, and purchase accounting depreciation and amortization, divided by;
(b)	average invested capital for the year, calculated as a five quarter rolling average using the sum of short-term debt, long-term debt, shareowners’ equity, and accumulated amortization of goodwill and other intangible assets, minus cash and cash equivalents and short-term investments, multiplied by;
(c)	one minus the effective tax rate for the period.

ROIC is calculated as follows (in millions, except percentages):

	Year Ended September 30,
	2017				2016
(a) Return
Income from continuing operations	$	825.7			$	729.7
Interest expense		76.2				71.3
Income tax provision		211.7				213.4
Purchase accounting depreciation and amortization		21.4				18.4
Return		1,135.0				1,032.8
(b) Average Invested Capital
Short-term debt		585.9				248.2
Long-term debt		1,296.9				1,509.0
Shareowners’ equity		2,215.8				2,164.1
Accumulated amortization of goodwill and intangibles		834.1				811.8
Cash and cash equivalents		(1,504.4	)			(1,461.7	)
Short-term and long-term investments		(1,111.7	)			(846.5	)
Average invested capital		2,316.6				2,424.9
(c) Effective Tax Rate
Income tax provision		211.7				213.4
Income from continuing operations before income taxes	$	1,037.4			$	943.1
Effective tax rate		20.4	%			22.6	%
(a)/(b) * (1–c) Return On Invested Capital		39.0	%(1)			33.0	%

(1)	37.7% when excluding a gain from a divestiture ($36 million, net of tax), and a discretionary U.S. pension contribution ($157 million, net of tax).

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Other Information

Other MattersThese non-GAAP measures should not be considered a substitute for net income attributable to Rockwell Automation, Inc. and diluted EPS.

The Boardfollowing are reconciliations of Directorsnet income attributable to Rockwell Automation, Inc. and diluted EPS to adjusted income and adjusted EPS, respectively:

ADJUSTED INCOME (IN MILLIONS)

	Year Ended September 30, 2022			Year Ended September 30, 2021
Net Income attributable to Rockwell Automation, Inc.	$ 932.2			$ 1,358.1
Purchase accounting depreciation and amortization attributable to Rockwell Automation, net of tax effect	69.6			32.7
Non-operating pension and postretirement benefit cost, net of tax effect	2.8			47.8
Change in fair value of investments, net of tax effect	106.1			(332.7	)
Adjusted income	$ 1,110.7			$ 1,105.9

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ADJUSTED EPS

	Year Ended September 30, 2022		Year Ended September 30, 2021
Diluted EPS	$ 7.97			$ 11.58
Purchase accounting depreciation and amortization attributable to Rockwell Automation, net of tax effect	0.59			0.28
Non-operating pension and postretirement benefit cost, net of tax effect	0.02			0.41
Change in fair value of investments, net of tax effect	0.91			(2.84	)
Adjusted EPS(1)	$ 9.49			$ 9.43
(1) In fiscal 2022, the adjusted EPS used for ICP purposes is $9.48 after excluding a $0.01 positive impact from acquisitions that were not a part of our original fiscal 2022 target. Historically, exclusions from adjusted EPS for ICP purposes have been both positive and negative.

OTHER MATTERS

The Board does not know of any other matters that may be presented at the meeting. Our by-laws required notice by November 9, 20173, 2022, for any matter to be brought before the meetingAnnual Meeting by a shareowner. In the event of a vote on any matters other than those referred to in the accompanying Notice of 20182023 Annual Meeting of Shareowners, proxies in the accompanying form will be voted in accordance with the judgment of the persons voting such proxies.

ANNUAL REPORTAnnual Report

Our Annual Report on Form 10-K, including financial statements and financial statement schedules, for the fiscal year ended September 30, 2017,2022, was mailed with this proxy statement to shareowners who received a printed copy of this proxy statement. A copy of our Annual Report on Form 10-K is available on the internet as set forth in the Notice of Internet Availability of Proxy Materials.

We will send a copy of our Annual Report on Form 10-K to any shareowner without charge upon written request addressed to:

Rockwell Automation, Inc.

Shareowner Relations, E-7F19
1201 South Second Street
Milwaukee, Wisconsin 53204, USA
+1 (414) 382-8410

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Back to ContentsShareowner Proposals for 2019 Annual Meeting

SHAREOWNER PROPOSALS FOR 2024 ANNUAL MEETING

If a shareowner wants to submit, in accordance with SEC Rule 14a-8, a proposal for possible inclusion in our proxy statement for the 20192024 Annual Meeting of Shareowners, the proposal must be received by our Corporate Secretary at the address listed below by August 23, 2018.2023.

Our by-laws provide proxy access to eligible shareowners. The proxy access by-law provides that a shareowner, or group of up to 20 shareowners, that owns 3% or more of the Company’s outstanding common stock continuously for at least three years may submit director nominees for up to the greater of two directors or 20 percent of the Board (provided the shareowner or a group of shareowners and nominees satisfy specified requirements). A shareowner’s notice of nomination of one or more director candidates to be included in the Company’s proxy statement and ballot pursuant to Section 9 of Article II of our by-laws (a “proxyproxy access nomination”)nomination) must be delivered to our principal executive offices no earlier than July 24, 20182023 and no later than August 23, 20182023 (i.e., no earlier than the 150^th150th day and no later than the 120^th120th day before the anniversary of the date the Company filed its proxy statement for the previous year’s annual meeting with the SEC). In addition, shareowners who intend to solicit proxies in support of director nominees other than the Company’s nominees must also comply with the additional requirements of SEC Rule 14a-19(b).

In addition, if a shareowner wants to propose any matter for consideration ofby the shareowners at the 20192024 Annual Meeting of Shareowners, other than a matter brought pursuant to SEC Rule 14a-8 or a proxy access director nomination, or the person the shareowner wants to nominate as a director, our by-laws require the shareownertoshareowner to notify our Corporate Secretary in writing at the address listed below on or after October 9, 201810, 2023 and on or before November 8, 2018.9, 2023. If the number of directors to be elected to the Board at the 20192024 Annual Meeting of Shareowners is increased and we do not make a public announcement naming all of the nominees for director or specifying the increased size of the Board on or before October 29, 2018,30, 2023, a shareowner proposal with respect to nominees for any new position created by such increase will be considered timely if received by our Corporate Secretary not later than the tenth day following our public announcement of the increase. The specific requirements and procedures for shareowner proposals to be presented directly at an Annual Meeting are set forth in our by-laws, which are available on our website atwww.rockwellautomation.comon the “Investors” page under the heading “Corporate Governance.”

To be in proper form, a shareowner’s notice must include the information about the proposal or nominee as specified in our by-laws.

Notices of intention to present proposals or nominate directors at the 20192024 Annual Meeting, and all supporting materials required by our by-laws, must be submitted to:

Rockwell Automation, Inc.

c/o Corporate Secretary
1201 South Second Street
Milwaukee, WI 53204

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www.rockwellautomation.com     GENERAL INFORMATION63

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ABOUT THE MEETING AND VOTING

Table of ContentsDISTRIBUTION AND ELECTRONIC AVAILABILITY OF PROXY MATERIALS

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

Distribution and Electronic Availability of Proxy Materials

This year we are once again taking advantage of SEC rules that allow companies to furnish proxy materials to shareowners via the internet. If you received a Notice of Internet Availability of Proxy Materials (Notice) by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. The Notice instructs you on how to access and review this proxy statement and our 20172022 Annual Report on Form 10-K as well as how to vote by internet. If you received theNoticethe Notice and would still like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials included in the Notice.

We will mail the Notice to certain shareowners by December 28, 2017.22, 2022. We will continue to mail a printed copy of this proxy statement and form of proxy to certain shareowners and we expect that mailing to begin on December 21, 2017.2022.

SHAREOWNERS SHARING THE SAME ADDRESSShareowners Sharing the Same Address

SEC rules permit us to deliver only one copy of our annual report and this proxy statement or the Notice to multiple shareowners who share the same address and have the same last name, unless we received contrary instructions from a shareowner. This delivery method, called “householding,” reduces our printing and mailing costs. Shareowners who participate in householding will continue to receive separate proxy cards.

We will deliver promptly upon written or oral request a separate copy of our annual report and proxy statement or Notice to any shareowner who received these materials at a shared address. To receive a separate copy, please write or call Rockwell Automation Shareowner Relations, 1201 South Second Street, Milwaukee, Wisconsin 53204, USA, telephone: +1 (414) 382-8410.

If you are a holder of record and would like to revoke your householding consent and receive a separate copy of our annual report and proxy statement or Notice in the future, please contact Broadridge Financial Solutions, Inc. (Broadridge), either by calling +1 (800) 542-1061 (toll free in the United States and Canada only) or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717, USA. You will be removed from the householding program within 30 days.

Any shareowners of record who share the same address and wish to receive only one copy of future Notices or proxy statements and annual reports for yourtheir household should contact Rockwell Automation Shareowner Relations at the address or telephone number listed above.

If you hold your shares in street name with a broker or other nominee, please contact them for information about householding.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

WHAT AM I voting on?

VOTING ON?

You will be voting on whether to:

●	elect as directors the four nominees named in this proxy statement;
●	approve the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2018; and
●	approve on an advisory basis the compensation of our named executive officers.

•

Who is entitled toelect as directors the four nominees named in this proxy statement;

•

approve on an advisory basis the compensation of our named executive officers;

•

approve on an advisory basis the frequency of the shareowner vote aton the Annual Meeting?compensation of our named executive officers; and

•

approve the selection by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2023.

WHO IS ENTITLED TO VOTE AT THE ANNUAL MEETING?

Only holders of record of our common stock at the close of business on December 11, 2017,12, 2022, the record date for the meeting, may vote at the Annual Meeting. Each shareowner of record is entitled to onevoteone vote for each share of our common stock held on the record date. On December 11, 2017, 128,392,07812, 2022, 114,746,066 shares of our common stock were outstanding and entitled to vote.

SHAREOWNER OF RECORD

Shareowner of Record.You are considered a shareowner of record of our common stock if your shares are registered directly in your name with our transfer agent, EQ Shareowner Services (formerly Wells Fargo Shareowner Services.Services).

STREET NAME SHAREOWNER

Street Name Shareowner.If you hold shares through a bank, broker or other nominee, you are considered a “beneficial owner” of shares held in “street name”. If you hold shares in street name on the record date, you are entitled to vote them through your bank, broker or nominee who will send you these proxy materials and voting instructions.

64     ROCKWELLAUTOMATION FY2017 Proxy Statement

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Table of ContentsHOW MAY I ATTEND THE ANNUAL MEETING?

General Information About the Meeting and Voting

Who may attend the Annual Meeting?

Shareowners as of December 11, 2017,12, 2022, the record date, or individuals holdingauthorized as their duly appointed proxies, may attend the Annual Meeting. Please note that if you hold your shares in street name through a broker or other nominee, you will need to provide a copy of a brokerage statement reflecting your stock ownership as of the record date to be admitted to the Annual Meeting. Instructions for obtaining an admittanceadmission card are on the outsideinside back cover page of this proxy statement. You will find directions and instructions for parking and entering the building on your admittanceadmission card.

How do

HOW DO I vote my shares?

VOTE MY SHARES?

We encourage shareowners to vote their shares in advance of the Annual Meeting even if they plan to attend. Shareowners may vote in personin-person at the Annual Meeting. If you are a record holder and wish to vote in personin-person at the meeting, you may vote by obtaining a ballot at the meeting. If you hold your shares in street name and wish to vote in personin-person at the meeting, you should contact your broker or other nominee to obtain a broker’s proxy card and bring it, together with proper identification and your brokerage statement reflecting your stock ownership as of the record date, to the meeting.

In addition, you may vote by proxy:

●	if you received a Notice, by submitting the proxy over the internet by following the instructions on the Notice; and
●	if you received a paper copy of the proxy materials:

●

for shareowners of record and participants in our savings plans and Wells Fargo Shareowner Services Plus Plan (dividend reinvestment and stock purchase plan), by completing, signing and returning the enclosed proxy card or direction card, or via the internet or by telephone; or

●

• if you received a Notice, by submitting the proxy over the internet by following the instructions on the Notice; and • if you received a paper copy of the proxy materials: • for shareowners of record and participants in our savings plans and EQ Shareowner Services Plus Plan (dividend reinvestment and stock purchase plan), by completing, signing and returning the enclosed proxy card or direction card, or via the internet or by telephone; or • for shares held in street name, by using the method directed by your broker or other nominee. You may vote over the internet or by telephone if your broker or nominee makes those methods available, in which case they will provide instructions with your proxy materials.

How will myprovide instructions with your proxy be voted?materials.

HOW WILL MY PROXY BE VOTED?

If you properly complete, sign and return a proxy or use our telephone or internet voting procedures to authorize the named proxies to vote your shares, your shares will be voted as specified. If your proxy card is signed but does not contain specific instructions, your shares will be voted as recommended by our Board, subject to applicable NYSE regulations.

For shareowners participating in our savings plans or in the Wells FargoEQ Shareowner Services Plus Plan, the trustee or administering bank will vote the shares that it holds for a participant’s account only in accordance with instructions given in a signed, completed and returned proxy card or direction card, or in accordance with instructions given pursuant to our internet or telephone votingprocedures.voting procedures. If they do not receive instructions, the shares will not be voted. To allow sufficient time for voting by the trustees of the savings plans, your voting instructions for shares held in the plans must be received by February 1, 2018.3, 2023.

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MAY I change my proxy afterCHANGE MY PROXY AFTER I vote my shares?

VOTE MY SHARES?

For shareowners of record, you may revoke or change your proxy at any time before it is voted at the Annual Meeting by:

●	delivering a written notice of revocation to the Secretary of the Company;
●	submitting a properly signed proxy card with a later date;
●	casting a later vote using the telephone or internet voting procedures; or
●	voting in person at the Annual Meeting (except for shares held in the savings plans).

•

delivering a written notice of revocation to the Secretary of the Company;

•

submitting a properly signed proxy card with a later date;

•

casting a later vote using the telephone or internet voting procedures; or

•

voting in-person at the Annual Meeting (except for shares held in the savings plans).

If you hold your shares in street name, you must contact your broker or other nominee to revoke or change your proxy. Your proxy is not revoked simply because you attend the Annual Meeting.

Will my vote be confidential?

WILL MY VOTE BE CONFIDENTIAL?

It is our policy to keep confidential all proxy cards, ballots and voting tabulations that identify individual shareowners, except (i) as may be necessary to meet any applicable legal requirements, and (ii) in the case of any contested proxy solicitation, as may be necessary to permit proper parties to verify the propriety of proxies presented by any person and the results of the voting, and (iii) if a shareowner writes comments on the proxy card directed to our Board or management.voting. Representatives of Broadridge will tabulate votes and act as the independent inspector of election at this year’s meeting. The independent inspector of election and any employees involved in processing proxy cards or ballots and tabulating the vote are required to comply with this policy of confidentiality.

What is required for there to be a quorum at the Annual Meeting?

WHAT IS REQUIRED FOR THERE TO BE A QUORUM AT THE ANNUAL MEETING?

Holders of at least a majority of the shares of our common stock issued and outstanding on the record date for the Annual Meeting must be present, in personin-person or by proxy, for there to be a quorum in order to conduct business at the meeting.

How many votes are needed to approve each of the proposals?

HOW MANY VOTES ARE NEEDED TO APPROVE EACH OF THE PROPOSALS?

Proposal	Vote Required		Broker Discretionary Voting Allowed
Election of Directors	Plurality of votes cast		No
	votes cast
D&T Appointment	Majority of		Yes
	votes cast
Advisory Approval of Executive Compensation	Majority of votes cast		No
Advisory Vote on the Frequency of Shareowner Vote on Executive Compensation	Frequency that receives greatest number of votes cast	No
D&T Appointment	No Majority of votes cast	Yes

ELECTION OF DIRECTORS

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General Information About the Meeting and Voting

Election of Directors.Directors are elected by a plurality of votes cast. This means that the four nominees for election as directors who receive the greatest number of votes cast by the holders of our common stock entitled to vote at the meeting will become directors. In an uncontested election where the number of nominees equals the number of director seats up for election, all the nominees will be elected and withold votes will have no effect, in each case as long as there is a quorum and somebody votes for their election. The election of directors, however, is subject to our director resignation policy if a director fails to receive a majority vote.

Our Guidelines on Corporate Governance set forth our policy if a director is elected by a plurality of votes cast but receives a greater number of votes “withheld” from his or her election than votes “for” such election. In an uncontested election, any nominee for director who receives more votes “withheld” than votes “for” his or her election must promptly tender his or her resignation to the Board. The Board Composition and Corporate Governance Committee will consider the resignation offer and make a recommendation to the Board. The Board will act on the tendered resignation within 90 days following certification of the election results. The Board Composition and Corporate Governance Committee, in making its recommendation, and the Board, in making its decision, may consider any factors or other information that it considers appropriate and relevant, including any stated reasons why the shareowners withheld votes from the director, the director’s tenure, the director’s qualifications, the director’s past and expected contributions to the Board, and the overall composition of the Board. We will promptly disclose the Board’s decision regarding whether to accept or reject the director’s resignation offer in a Form 8-K furnished to the SEC. If the Board rejects the tendered resignation or pursues any additional action, the disclosure will include the rationale behind the decision. Any director who tenders his or her resignation may not participate in the Board Composition and Corporate Governance Committee deliberations and recommendation or in the Board’s decision whether to accept or reject the resignation offer.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

D&T Appointment.An affirmative vote of the holders of a majority of the voting power of our common stock present in person or represented by proxy and entitled to vote on the matter is necessary to approve the D&T appointment.

Compensation of Named Executive Officers.An affirmative vote of the holders of a majority of the voting power of our common stock present in personin-person or represented by proxy and entitled to vote on the matter is necessary to approve on an advisory basis the compensation of our NEOs, although such vote will not be binding on us.

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FREQUENCY OF SHAREOWNER VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

You may vote to approve the frequency of the shareowner vote on the compensation of our named executive officers every one, two, or three years. We have determined to view the frequency vote that receives the greatest number of votes cast by the holders of our common stock entitled to vote at the meeting as the advisory vote of shareowners on the frequency of approval of the compensation of our named executive officers, although such vote will not be binding on us.

D&T APPOINTMENT

How are votes counted?An affirmative vote of the holders of a majority of the voting power of our common stock present in-person or represented by proxy and entitled to vote on the matter is necessary to approve the D&T appointment.

HOW ARE VOTES COUNTED?

Under Delaware law and our certificate of incorporation and bylaws,by-laws, all votes entitled to be cast by shareowners present in personin-person or represented by proxy at the meeting and entitled to vote on the subject matter, whether those shareowners vote “for,”“against”“for”, “against” or abstain from voting, will be counted for purposes of determining theminimumthe minimum number of affirmative votes required to approve the D&T appointment and approve on an advisory basis the compensation of our named executive officers.NEOs.

What is the effect of an abstention?

WHAT IS THE EFFECT OF AN ABSTENTION?

The shares of a shareowner who abstains from voting on a matter will be counted for purposes of determining whether a quorum is present at the meeting so long as the shareowner is present in personin-person or represented by proxy. An abstention from voting on a matter by a shareowner present in personin-person or represented by proxy at the meeting has no effect inon the election of directors or the advisory vote on the frequency of the shareowner vote on the compensation of our NEOs, but has the same legal effect as a vote “against” the proposals to approve the D&T appointment and the compensation of our named executive officers.NEOs, and the D&T appointment.

How will votes be counted on shares held through brokers?

HOW WILL VOTES BE COUNTED ON SHARES HELD THROUGH BROKERS?

Brokers are not entitled to vote on the election of directors, or the advisory proposal to approve the compensation of our named executive officers,NEOs, or the advisory vote on the frequency of the shareowner vote on the compensation of our NEOs unless they receive voting instructions from the beneficial owner, however,owner. However, under NYSE rules, brokers may use discretionary authority to vote on “routine” items such as the ratification of auditors.auditor. If a broker does not receive voting instructions, the broker may return a proxy card voting on routine items with no vote on the election of directors, and the advisory proposal to approve the compensation of our named executive officers,NEOs and the advisory vote on the frequency of the shareowner vote on the compensation of our NEOs, which is usually referred to as a broker non-vote. The shares of a shareowner whose shares are not voted because of a broker non-vote on a particular matter will be counted for purposes of determining whether a quorum is present at the meeting so long as the shareowner is represented by proxy. A broker non-vote has no effect inon the election of directors, or the advisory proposal to approve the compensation of our named executive officers.NEOs, or the advisory vote on the frequency of the shareowner vote on compensation of our NEOs.

Can

CAN I receive electronic access to shareowner materials?

RECEIVE ELECTRONIC ACCESS TO SHAREOWNER MATERIALS?

As noted above, SEC rules permit us to furnish proxy materials to shareowners via the internet. However, we may choose to continue to provide printed copies to certain shareowners. If we send you printed copies, you can savehelp us printing and mailing costsreduce the environmental impact of our Annual Meeting by electing to access proxy statements, annual reports and related materials electronically instead of receiving these documents in print. You must have an e-mail account and access to the internet and expect to have such access in the future to be eligible for electronic access to these materials. To enroll for these services, please go tohttps://enroll.icsdelivery.com/rok_or visit our website atwww.rockwellautomation.com, click on “Investors”, then under “Shareowner Resources”, click on “Investor Contact”, and you will find the link under the subheading “Electronic Delivery” under “Transfer Agent & Dividends”. If you own your shares through a broker or other nominee, you may contact them directly to request electronic access.

Your consent to electronic access will be effective until you revoke it. You may cancel your consent at no cost to you at any time by going tohttps://enroll.icsdelivery.com/rok_and following the instructions or by contacting your broker or other nominee.

66     ROCKWELLAUTOMATION FY2017 Proxy Statement

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Table of ContentsEXPENSES OF SOLICITATION

General Information About the Meeting and Voting

Expenses of Solicitation

We will bear the cost of the solicitation of proxies. We are soliciting proxies by mail, e-mail and through the Notice of internet Availability of the Proxy Materials.Notice. Proxies also may be solicited personally, or by telephone or facsimile, by a few of our regular employees without additional compensation. In addition, we have hired Innisfree M&A Incorporated, 501 Madison Avenue, New York, NY 10022, for $17,500 plus associated costs and expenses to assist in the solicitation. We will reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expenses for forwarding proxy materials to principals and beneficial owners and obtaining their proxies.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON FEBRUARY 6, 2018

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREOWNERS TO BE HELD ON FEBRUARY 7, 2023

This proxy statement and the Annual Report on Form 10-K for our fiscal year ended September 30, 2017,2022, are available to you on the internet atwww.proxyvote.com.

To view this material, you will need your control number from your proxy card.

The Annual Meeting (for shareowners as of the December 11, 201712, 2022 record date) will be held on February 6, 2018,7, 2023, at 5:30 p.m. CST at Rockwell Automation Global Headquarters, 1201 South Second Street, Milwaukee, Wisconsin 53204, USA.

For directions to the Annual Meeting and to vote in person,in-person, please call Shareowner Relations at +1 (414) 382-8410.

Shareowners will vote at the Annual Meeting on whether to:

1) elect William P. Gipson, Pam Murphy, Donald R. Parfet, and Robert W. Soderbery as directors;

2) approve on an advisory basis the compensation of our named executive officers as described in the proxy statement;

3) approve on an advisory basis the frequency of the shareowner vote on the compensation of our named executive officers; and

4) approve the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2023.

1)	elect Betty C. Alewine, J. Phillip Holloman, Lawrence D. Kingsley, and Lisa A. Payne as directors;
2)	approve the selection of DeloitteTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF THE FOUR NAMED DIRECTORS AND THE PROPOSALS TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AND SELECTION OF DELOITTE & ToucheTOUCHE LLP as our independent registered public accounting firm for fiscal year 2018; and
3)	approve on an advisory basis the compensation of our named executive officers as described in the proxy statement.AND VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS EVERY ONE YEAR.

The Board of Directors recommends that you vote“FOR”the election of the four named directors and the proposals to approve Deloitte & Touche LLP and the compensation of our named executive officers.

December 13, 201715, 2022

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Admission to the 2018 Annual Meeting

ADMISSION TO THE 2023 ANNUAL MEETING You will need an admission card (or other proof of stock ownership) and proper identification for admission to the Annual Meeting of Shareowners in Milwaukee, Wisconsin on February 6, 2018. If you plan to attend the Annual Meeting, please be sure to request an admittance card by:  ●marking the appropriate box on the proxy card and mailing the card using the enclosed envelope; ●indicating your desire to attend the meeting through our internet voting procedure; or ●calling our Shareowner Relations line at +1 (414) 382-8410. An admission card will be mailed to you if: ●your Rockwell Automation shares are registered in your name; or ●your Rockwell Automation shares are held in the name of a broker or other nominee and you provide written evidence of your stock ownership as of the December 11, 2017 record date, such as a brokerage statement or letter from your broker. Your admission card will serve as verification of your ownership.

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ROCKWELL AUTOMATION, INC.
1201 SOUTH SECOND STREET
MILWAUKEE, WI 53204

VOTE BY INTERNET -www.proxyvote.com
Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on February 1, 2018. Have your direction card in hand when you access the web site and follow the instructions to obtain your records and create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, direction cards and annual reports electronically via e-mail or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903 (toll-free for US and Canada Shareowners only)
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on February 1, 2018. Have your direction card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your direction card and return it in the postage-paid envelope we have provided or return it to Rockwell Automation, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 by February 1, 2018.

NOTE: If you transmit your voting instructions by internet or telephone, you DO NOT NEED TO MAIL BACK your direction card. Your internet or telephone instructions will authorize the trustee in the same manner as if you returned a signed direction card.

THANK YOU FOR VOTING

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E34649-Z71340-P99568	KEEP THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS PORTION ONLY
THIS DIRECTION CARD IS VALID ONLY WHEN SIGNED AND DATED.

ROCKWELL AUTOMATION, INC.				For		Withhold		For All
				All		All		Except
	The Board of Directors recommends a vote FOR each of the Nominees listed below.
				☐		☐		☐
	Vote on Directors
	A.	To elect as directors of Rockwell Automation, Inc. the nominees listed below:
		Nominees:

	01)  Betty C. Alewine		03)  Lawrence D. Kingsley
	02)  J. Phillip Holloman		04)  Lisa A. Payne

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

	The Board of Directors recommends a vote FOR proposals B and C.			For		Against		Abstain
	Vote on Proposals
	B.	To approve the selection of Deloitte & Touche LLP as the Corporation's independent registered public accounting firm.		☐		☐		☐
	C.	To approve, on an advisory basis, the compensation of the Corporation's named executive officers.		☐		☐		☐
	In their discretion, the proxies are authorized to vote upon matters incident to the conduct of and such other business as may properly come before the meeting.

For address changes and/or comments, please check this box and write them on the back where indicated.						☐
Please indicate if you plan to attend this meeting.		☐		☐
		Yes		No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]	Date		Signature (Joint Owners)	Date

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ROCKWELL AUTOMATION, INC.

ANNUAL MEETING OF SHAREOWNERS
TUESDAY, FEBRUARY 6, 2018
5:30 PM CST

ROCKWELL AUTOMATION, INC.
1201 SOUTH SECOND STREET
MILWAUKEE, WI 53204

YOUR VOTE IS IMPORTANT!
YOU CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE
INSTRUCTIONS ON THE OTHER SIDE OF THIS DIRECTION CARD.

IF YOU DID NOT RECEIVE PAPER COPIES OF THE ROCKWELL AUTOMATION
NOTICE AND PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K BECAUSE YOU
CONSENTED TO VIEW THEM ON THE
INTERNET, GO TO THE FOLLOWING INTERNET ADDRESS:

NOTICE AND PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K:www.ProxyVote.com

FOLD AND DETACH HERE

E34650-Z71340-P99568

DIRECTION CARD
ROCKWELL AUTOMATION, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

TO: FIDELITY MANAGEMENT TRUST COMPANY, TRUSTEE AND
BANCO POPULAR DE PUERTO RICO, TRUSTEE

You are hereby directed to vote, with respect to the proposals listed on the other side of this Direction Card, the number of shares of Rockwell Automation common stock held for this account in the savings plans of Rockwell Automation, Inc. (Rockwell Automation Retirement Savings Plan and Rockwell Automation 1165(e) Plan) at the Annual Meeting of Shareowners of Rockwell Automation, Inc. to be held at Rockwell Automation Headquarters, 1201 South Second Street,in Milwaukee, Wisconsin on February 6, 2018, and at any postponement or adjournment thereof, as follows:

TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, CHECK THE BOXES "FOR" PROPOSALS A, B AND C, THEN SIGN, DATE AND RETURN THIS CARD BY FEBRUARY 1, 2018.

7, 2023. If you do not provide voting directions by February 1, 2018plan to attend the shares attributableAnnual Meeting, please be sure to this account in savings plans of Rockwell Automation will not be voted.request an admission card by:

	Address Changes/Comments:

•

(If you noted any Address Changes/Comments above, please mark correspondingmarking the appropriate box on the reverse side.)
If you do not check the comments box on the reverse side, we will not receive your comments.

(continued and to be dated and signed on the other side)

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ROCKWELL AUTOMATION, INC.
1201 SOUTH SECOND STREET
MILWAUKEE, WI 53204

VOTE BY INTERNET -www.proxyvote.com
Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on February 5, 2018. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the internet. To sign up for electronic delivery, please follow the instructions above to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903 (toll-free for US and Canada Shareowners only)
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on February 5, 2018. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return itmailing the card using the enclosed envelope;

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indicating your desire to attend the meeting through our internet voting procedure; or

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calling our Shareowner Relations line at +1 (414) 382-8410.

An admission card will be mailed to you if:

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your Rockwell Automation shares are registered in your name; or

•

your Rockwell Automation shares are held in the postage-paid envelope we have providedname of a broker or return itother nominee and you provide written evidence of your stock ownership as of the December 12, 2022 record date, such as a brokerage statement or letter from your broker.

Your admission card will serve as verification of your ownership.

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Back to Rockwell Automation, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 by February 1, 2018.Contents

NOTE: If you transmit your voting instructions by internet or telephone, you DO NOT NEED TO MAIL BACK your proxy card. Your internet or telephone instructions will authorize the proxies in the same manner as if you returned a signed proxy card.

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THANK YOU FOR VOTING

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E34651-Z71340-P99568	KEEP THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

ROCKWELL AUTOMATION, INC.				For		Withhold		For All
				All		All		Except
	The Board of Directors recommends a vote FOR each of the Nominees listed below.
				☐		☐		☐
	Vote on Directors
	A.	To elect as directors of Rockwell Automation, Inc. the nominees listed below:
		Nominees:

	01)  Betty C. Alewine		03)  Lawrence D. Kingsley
	02)  J. Phillip Holloman		04)  Lisa A. Payne

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

	The Board of Directors recommends a vote FOR proposals B and C.			For		Against		Abstain
	Vote on Proposals
	B.	To approve the selection of Deloitte & Touche LLP as the Corporation's independent registered public accounting firm.		☐		☐		☐
	C.	To approve, on an advisory basis, the compensation of the Corporation's named executive officers.		☐		☐		☐
	In their discretion, the proxies are authorized to vote upon matters incident to the conduct of and such other business as may properly come before the meeting.

For address changes and/or comments, please check this box and write them on the back where indicated.						☐
Please indicate if you plan to attend this meeting.		☐		☐
		Yes		No

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]	Date		Signature (Joint Owners)	Date

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Table ofBack to Contents

ROCKWELL AUTOMATION, INC.

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ANNUAL MEETING OF SHAREOWNERS
TUESDAY, FEBRUARY 6, 2018
5:30 PM CST

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ROCKWELL AUTOMATION, INC.
1201 SOUTH SECOND STREET
MILWAUKEE, WI 53204

YOUR VOTE IS IMPORTANT!
YOU CAN VOTE BY INTERNET, TELEPHONE OR MAIL. SEE THE
INSTRUCTIONS ON THE OTHER SIDE OF THIS PROXY CARD.

IF YOU DID NOT RECEIVE PAPER COPIES OF THE ROCKWELL AUTOMATION
NOTICE AND PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K BECAUSE YOU
CONSENTED TO VIEW THEM ON THE
INTERNET, GO TO THE FOLLOWING INTERNET ADDRESS:

NOTICE AND PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K:www.ProxyVote.com

FOLD AND DETACH HERE

E34652-Z71340-P99568

PROXY CARD
ROCKWELL AUTOMATION, INC.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints William T. McCormick, Jr., Donald R. Parfet and Rebecca W. House, jointly and severally, proxies, with full power of substitution, to vote shares of common stock which the undersigned is entitled to vote at the Annual Meeting of Shareowners to be held at Rockwell Automation, Inc., 1201 South Second Street, Milwaukee, Wisconsin, on February 6, 2018 or any postponement or adjournment thereof. SUCH PROXIES ARE DIRECTED TO VOTE AS SPECIFIED OR, IF NO SPECIFICATION IS MADE, "FOR" THE ELECTION OF THE NOMINEES PROPOSED FOR ELECTION AS DIRECTORS, "FOR" PROPOSALS B AND C, AND TO VOTE IN ACCORDANCE WITH THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.

TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS, JUST SIGN AND DATE; NO BOXES NEED TO BE CHECKED.

	Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
If you do not check the comments box on the reverse side, we will not receive your comments.

(continued and to be dated and signed on the other side)

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