UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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	Preliminary Proxy Statement
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	Soliciting Material Pursuant to §.240.14a-12

ROCKWELL AUTOMATION, INC.INC

(Name of Registrant as Specified In Its Charter)

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

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December 13, 201211, 2013

Dear Fellow Shareowner:

You are cordially invited to attend our 20132014 Annual Meeting of Shareowners on Tuesday, February 5, 2013.4, 2014. The meeting will be held in Bradley Hall at our Global Headquarters in Milwaukee, Wisconsin. You will find information about the business to be conducted at the meeting in the attached notice of meeting and proxy statement. At the meeting, I will also review the Company’s activities and performance during the last year and answer questions.

We have made several changesquestions of general interest to this year’s proxy statement to simplifyshareowners. You can read more about our performance in the accompanying 2013 Annual Report and more effectively present information about the meeting and our Company. We have included a proxy summary starting on page 2 with information about voting and the meeting proposals. We have also included new features to highlight important information and enhance readability.Form 10-K.

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 at the meeting. 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, even if you previously submitted your proxy. Please follow the advance registration instructions on the outside back cover page of the proxy statement to obtain an admission card if you plan to attend.

This year, we mourn the recent passing of director David Speer. During his nine-year tenure as a member of our Board, David served on each of our committees and most recently chaired our Board Composition and Governance Committee. All of David’s friends at Rockwell Automation extend our deepest sympathies to David’s family.

We hope to see you at the meeting. Thank you for your continued support of Rockwell Automation.

Sincerely yours,

Keith D. Nosbusch
Chairman and Chief Executive Officer

Table of Contents

Rockwell Automation, Inc.

1201 South Second Street

Milwaukee, Wisconsin 53204, USA

To the Shareowners of ROCKWELL AUTOMATION, INC.:

The 20132014 Annual Meeting of Shareowners of Rockwell Automation, Inc. will be held in Bradley Hall at the Rockwell Automation Global Headquarters, 1201 South Second Street, Milwaukee, Wisconsin, USA on Tuesday, February 5, 2013,4, 2014, at 5:30 p.m. (Central Standard Time) for the following purposes:

(a)

to vote on whether to elect as directors the three nominees named in the accompanying proxy statement;

(b)

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 2013;2014;

(c)

to vote on a proposal to approve on an advisory basis the compensation of our named executive officers;

(d)

to vote on a shareholder proposal requesting majority voting in uncontested elections of directors; and

(d)(e)

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

Only shareowners of record at the close of business on December 10, 20129, 2013 may vote at the meeting.

December 13, 201211, 2013

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 Corporation’sCompany’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.

Annual Meeting of Shareowners

•

Date and Time: Tuesday, February 5, 20134, 2014 at 5:30 pm CST

•

Location: Rockwell Automation Global Headquarters, 1201 South Second Street, Milwaukee, WI 53204

•

Record Date: December 10, 20129, 2013

Who May Vote

You may vote if you were a shareowner of record at the close of business on the December 10, 20129, 2013 record date.

How to Cast Your Vote

You can vote by any of the following methods:

•

Internet (www.proxyvote.com) until February 4, 2013;3, 2014;

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Telephone (1-800-690-6903)until February 4, 2013;3, 2014;

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Complete, sign and return your proxy by January 31, 2013;30, 2014;

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If you hold shares in the savings plans, by Internet (www.proxyvote.com) or, telephone (1-800-690-6903) by February 3, 2013, and byor mail by January 31, 2013;30, 2014; or

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In person, at the annual 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.

Voting Matters

We are asking you to vote on the following proposals at the annual meeting:

Board Nominees (page 11)12)

The following table provides summary information about each director nominee.

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Auditor (page 41)45)

We ask our shareowners to approve the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending September 30, 2013.2014. Below is summary information about fees paid to Deloitte & Touche LLP for services provided in fiscal 20122013 and 20112012 (in millions):

Executive Compensation (page 21)23)

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 activities that depend on our executives for their planning and execution. We believe it is important to align the compensation of our leadership with this growth and performance strategy through pay for performance. A significant portion of an executive’s compensation is directly linked to our performance and the creation of shareowner value. We believe our shareowners support this philosophy based on the overwhelming level of shareowner support for the Company’s 2011 proposal to approve the compensation of our named executive officers.officers presented at our 2013 annual meeting of shareowners.

Advisory Vote to Approve Executive Compensation (page 42)46)

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, including:

•

providing executives with 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 ofcompared to the S&P 500 Index;

•

very limited perquisites;

•

stock ownership guidelinesrequirements for Company officers;

•

annual incentive compensation payouts are 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; and

•

absence of employment contracts with our named executive officers.

Shareholder Proposal on Vote Standard for Election of Directors (page 48)

Shareowners are being asked to approve a shareholder proposal requesting a formal majority vote standard in the Company’s articles of incorporation or by-laws in uncontested elections of directors. The Board is not making a vote recommendation on this proposal. The Company has an existing majority vote policy with a director resignation requirement for any director nominee who receives more votes “withheld” than “for” his or her election.

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Rockwell Automation, Inc.

PROXY STATEMENT

20132014 Annual Meeting

The 20132014 Annual Meeting of Shareowners of Rockwell Automation, Inc. will be held at 5:30 p.m. (Central Standard Time) on February 5, 2013,4, 2014, for the purposes set forth in the accompanying Notice of 20132014 Annual Meeting of Shareowners. This proxy statement and the accompanying proxy are furnished in connection with the solicitation by our Board of Directors of proxies to be used at the meeting and at any adjournment of the meeting. We will refer to your company in this proxy statement as “we,” “us,” “our,” the “Corporation,” the “Company” or “Rockwell Automation.”

Rockwell Automation

We are a leading global provider of industrial automation power, control, and information solutions that help manufacturers achieve a competitive advantage for their businesses. Our products 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. Our products 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.

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. RIC was incorporated in 1928.

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 at www.rockwellautomation.comwww.rockwellautomation.com. . Our common stock trades on the NYSE under the symbol ROK.

GENERAL INFORMATION ABOUT THE MEETING AND VOTING

Distribution and Electronic Availability of Proxy Materials

Again thisThis year we are once again taking advantage of Securities and Exchange Commission (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 20122013 Annual Report as well as how to vote by Internet. If you received the 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 27, 2012.26, 2013. 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 20, 2012.2013.

Shareowners 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.

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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, proxy statements and annual reports for your 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.

What am I voting on?

You will be voting on whether to:

•

elect as directors the three nominees named in this proxy statement;

•

approve the selection by the Audit Committee of Deloitte & Touche LLP (D&T) as our independent registered public accounting firm for fiscal year 20132014 (the D&T appointment); and

•

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

•

approve a shareholder proposal regarding the vote standard for election of directors.

Who is entitled to vote at the Annual Meeting?

Only holders of record of our common stock at the close of business on December 10, 2012,9, 2013, the record date for the meeting, may vote at the Annual Meeting. Each shareowner of record is entitled to one vote for each share of our common stock held on the record date. On December 10, 2012, 139,668,5949, 2013, 138,804,922 shares of our common stock were outstanding.

Who may attend the Annual Meeting?

Shareowners as of the record date, or individuals holding 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 admittance card are on the outside back cover page of this proxy statement. You will find directions and instructions for parking and entering the building on your admittance card.

How do I 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 person at the Annual Meeting. If you are a record holder and wish to vote in 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 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 Computershare (formerly BNY Mellon) InvestorWells Fargo Shareowner Services ProgramPlus 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.

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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 of Directors, subject to applicable New York Stock Exchange (NYSE) regulations. With respect to the shareholder proposal, if your proxy card is signed but does not contain specific instructions, your shares will not be voted on that proposal.

For shareowners participating in our savings plans or in the Computershare InvestorWells Fargo Shareowner Services Program,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 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 January 31, 2013.30, 2014.

May I change my proxy after I 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 Corporation;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?

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, (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 of Directors or management. 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?

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 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?

Election of Directors.Directors are elected by a plurality of votes cast. This means that the three 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. The election of directors, however, is subject to our majority vote policy.

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 Governance Committee will consider the resignation offer and make a recommendation to the Board of Directors. The Board will act on the tendered resignation within 90 days following certification of the election results. The Board Composition and Governance Committee, in making its recommendation, and the Board of Directors, 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 Governance Committee deliberations and recommendation or in the Board’s decision whether to accept or reject the resignation offer.

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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 person or represented by proxy and entitled to vote on the matter is necessary to approve on an advisory basis the compensation of our named executive officers, although such vote will not be binding on us.

Shareholder Proposal on Vote Standard for Election of Directors. 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 shareholder proposal, although such vote will not be binding on us.

How are votes counted?

Under Delaware law and our Restated Certificate of Incorporation and By-Laws, all votes entitled to be cast by shareowners present in person or represented by proxy at the meeting and entitled to vote on the subject matter, whether those shareowners vote “for,” “against” or abstain from voting, will be counted for purposes of determining the 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.officers and approve the shareholder proposal.

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 person or represented by proxy. An abstention from voting on a matter by a shareowner present in person or represented by proxy at the meeting has no effect in the election of directors, 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.officers and the shareholder proposal.

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 or the shareholder proposal unless they receive voting instructions from the beneficial owner. If a broker does not receive voting instructions, the broker may return a proxy card with no vote on the election of directors, or the advisory proposal to approve the compensation of our named executive officers or the shareholder proposal, 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 on a matter has no effect in the election of directors or the proposals to approve the D&T appointment and the compensation of our named executive officers.officers or the shareholder proposal.

Can I 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 save us printing and mailing costs 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 to https://enroll1.icsdelivery.com/rok_/Default.aspxor visit our website at www.rockwellautomation.com,, click on “About Us”, then “Investor Relations”, then “Shareowner Resources” and you will find the link under the subheading “E-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 to https://enroll1.icsdelivery.com/rok_/Default.aspx and following the instructions or by contacting your broker or other nominee.

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CORPORATE GOVERNANCE

Guidelines on Corporate Governance Good governance is a critical part of our corporate culture. The following provides an overview of certain of our governance practices:

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

Related Person Transactions

The Board of Directors adopted a written policy regarding how it will review and approve of related person transactions (as defined below). The Board Composition and Governance Committee is responsible for administering this policy. The policy is available on our website at http://‌www.rockwellautomation.com/rockwellautomation/about-us/corporate-governance/overview.page.

The policy defines a related person transaction as any transaction in which we are 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% shareowner or any of their immediate family members has or will have a direct or indirect material interest. 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. Our general counsel will assess and determine whether any transaction reported to him or of which he learns constitutes a related person transaction. If our general counsel determines that a transaction constitutes a related person transaction, he will refer it to the Board Composition and Governance Committee. The 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 CorporationCompany and its shareowners. In determining whether to approve or ratify a related person transaction, the Committee will consider factors it deems appropriate, including:

•

the fairness to the Corporation;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 CorporationCompany 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.

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Potential Director Candidates

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

The Committee will consider candidates for director 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.

The Committee, the Chairman and Chief Executive Officer or other members of the Board may identify a need to add new members to the Board or fill 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. During fiscal 2013, the Committee used the services of a search firm to assist in identifying and evaluating potential new members for the Board. The Committee will evaluate qualified candidates and then make its recommendation to the Board.

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 Corporation,Company, and have sufficient time available to devote to the affairs of the Corporation.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 addition to recommending director candidates to the Committee, shareowners may nominate candidates for election to the Board directly at the annual shareowner meeting by following the procedures and providing the information, including a questionnaire, representation and agreement from the nominee, set forth in our By-Laws. See “Shareowner Proposals for 20142015 Annual Meeting” set forth later in this proxy statement.

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Diversity

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 Corporation,Company, in light of the current Board membership. 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 best to fulfill its responsibilities to shareowners.

Communications to the Board and Ombudsman

Shareowners and other interested parties may send communications to the Board, an individual director, the Lead 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 of Directors, concerns about accounting, internal controls or auditing matters should be reported to the Ombudsman as outlined in our Code of Conduct, which is available on our website at www.rockwellautomation.com,, select “Sustainability & Ethics” from the “About Us” drop down, then click onunder “Integrity & Compliance” and then under “Resources” click on “Code of Conduct.” These standards are also available in print to any shareowner upon request. The Ombudsman is required to report promptly to the Audit Committee all reports of questionable accounting or auditing matters that the Ombudsman receives. You may contact the Ombudsman by addressing a letter to:

Ombudsman

Rockwell Automation, Inc.

1201 South Second Street

Milwaukee, Wisconsin 53204, USA

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

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Board Leadership Structure

Our Board of Directors adheres to a flexible approach to the question of whether to separate or combine the roles of Chairman and CEO. The Board believes that these are mattersthis is a matter that should be discussed and determined by the Board from time to time and that they dependit depends upon the current performance of the CorporationCompany and the experience, knowledge and temperament of the CEO. Currently the Board has combined the roles of Chairman and CEO and Mr. Nosbusch serves in Mr. Nosbusch. It has done so because theboth capacities. The Board believes that at this time itthis leadership structure strengthens the leadership of the CorporationCompany and does not impair itsthe Board’s independence, its ability to control its agenda andor its oversight of management.

The Board further has concluded that this combined structure improves the efficiency of decision-making by the Board, in light of Mr. Nosbusch’s long experience and extensive knowledge of the Corporation’sCompany’s operations, its customers and the major business issues that it faces. For similar reasons, we have not appointed a lead director at this time. However, infaces, and provides the Company with strong and consistent leadership.

In order to ensure the effectiveness of the independent directors, the independent directors elected Verne Istock to serve as Lead Director effective June 2013. Mr. Istock is an experienced director, currently serving as non-executive Chairman of Masco Corporation and as retired Chairman and President of Bank One Corporation. His duties and responsibilities include: preside at all meetings of the Board has establishedat which the Chairman is not present; preside at all executive sessions of the independent directors; act as a practicekey liaison between the Chairman and CEO and the independent directors; call meetings of holdingthe independent director sessions atdirectors, when necessary; communicate Board feedback to the Chairman and CEO after each Board meeting with(except that the Chair of the Compensation Committee will lead the discussion of the performance of the Chairman and CEO and communicate the Board’s evaluation of that performance to the Chairman and CEO); and perform such other duties as the Board may request from time to time. Our Guidelines on Corporate Governance require the appointment of an independent Lead Director in the event the Chairman is a presiding directormanagement director.

The Board’s independent oversight function is further enhanced by the fact that all four Committees are comprised entirely of independent directors, the directors have complete access to management, the Board and these Committees may retain their own advisers and there is an annual evaluation by the independent Compensation Committee of our CEO’s performance against pre-determined goals.

The Board believes the current leadership structure is appropriate for the Company at this time, providing effective independent oversight of management and a clear process for communicating with Mr. Nosbusch about the matters discussed in these sessions.highly engaged and functioning Board.

Board’s Role in Risk Oversight

The responsibility for managing risk rests with executive management. The Board has primary responsibility for oversight of management’s program of enterprise risk management for the Corporation.Company. The standing committees of the 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 whichthe risks it has assessed asto be the most significant, together with management’s plans to mitigate those risks.

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Our risk management system seeks to ensure that the Board is informed of major risks facing the Corporation.Company. The Audit Committee provides oversight regarding financial risks. The Audit Committee receives regular reports on management policies and practices relating to the Corporation’sCompany’s financial statements, and the effectiveness of internal controls over financial reporting. The Audit Committee also receives regular reports from the Corporation’sCompany’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 provides oversight regardingoversees risks related to technology, safety, and environmental protection, among other corporate responsibility matters. The Board Composition and Governance Committee provides oversight regardingoversees 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 Corporation’sCompany’s strategies and plans. Thus, the Board ordinarily receives reports on the risks implicated by the Corporation’sCompany’s strategic decisions concurrent with the deliberations leading to those decisions. From time to time, the Board will receive reports from management on enterprise risks that are not specifically assigned to the standing committees.

We believe we have an effective risk management system that fosters an appropriate culture of risk-taking. We have strong internal processes and a strong control environment to identify and manage risks. We also believe that our leadership structure, with Mr. Nosbusch serving as both Chairman and CEO, enhances the Board’s effectiveness in overseeing risk. Mr. Nosbusch’s extensive knowledge of the Corporation’sCompany’s business and operations also helps the Board to identify and address key risks facing the Corporation.Company. Executive officers are assigned responsibility for managing the risks deemed most significant. These officers periodically report to the full Board or the applicable Committee on efforts to address the risks for which they are responsible.

Our Annual Report on Form 10-K for the year ended September 30, 20122013 contains an extensive description of the most significant enterprise risks that we face.

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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. TheUntil June 2013, the independent directors designatedesignated the chair of one of the Board Committees as chair of the executive session, in part depending upon whether the principal items to be considered at the session are within the scope of the applicable Committee. The Board has adopted an annual schedule designating the presumptive chair for executive sessions from among the chairs ofsession. In June 2013, the Board Committees, whichelected Verne Istock as Lead Director. The Lead Director now presides over executive sessions. Following each executive session, the Board may override asLead Director will discuss with the Chairman and CEO appropriate by designating the chair of another Board Committee.matters from these sessions.

Corporate Governance Documents

You will find current copies of the following corporate governance documents on our website at
http://www.rockwellautomation.com‌www.rockwellautomation.‌com/rockwellautomation/about-us/corporate-governance/overview.page., select “About Us”, then click on “Investor Relations” and then “Corporate Governance” from the menu on the left.

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Board of Directors Guidelines on Corporate Governance

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Audit Committee Charter

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Compensation Committee Charter

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Board Composition and Governance Committee Charter

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Technology and Corporate Responsibility Committee Charter

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Code of Conduct

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Social Responsibility Principles

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Related Person Transactions Policy

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Executive Compensation Recoupment Policy

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Shareowner Communications to the Board and Ombudsman

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Certificate of Incorporation

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By-laws

We will provide any of this information in print 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

Our Restated 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 of three directors expire at the 20132014 Annual Meeting. The Board has nominated these current directors, upon the recommendation of the Board Composition and Governance Committee, for election as directors with terms expiring at the 20162017 Annual Meeting.

Director David B. Speer died on November 17, 2012. The Board subsequently reduced its size to eight members.

Proxies properly submitted will be voted at the meeting, unless authority to do so is withheld, for the election of the three nominees specified inNominees for Election as Directorsbelow, subject to applicable NYSE regulations. If for any reason any of these nominees is 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 of Directors may reduce the number of directors.

Information about Director Nominees and Continuing Directors

For each director nominee and continuing director, we have stated the person’s name, age (as of December 13, 2012)1, 2013) and principal occupation; the position, if any, with the Corporation;Company; the period of service as a director of the CorporationCompany (or a predecessor corporation); and other directorships held.

Nominees for election as directors with terms expiring in 20162017

 Barry C. Johnson, Ph.D.

Director Since 2005

Age 69

Retired Dean, College of Engineering, Villanova University. Dr. Johnson served as Dean, College of Engineering, Villanova University from August 2002 until March 2006. He served as Chief Technology Officer of Honeywell International Inc. (diversified technology and manufacturing company) from July 2000 to April 2002. Before that, he served as Corporate Vice President of Motorola, Inc. (global communications company) and Chief Technology Officer for that company’s Semiconductor Product Sector. Dr. Johnson also serves as a director of Cytec Industries Inc. and IDEXX Laboratories, Inc.

 William T. McCormick, Jr.

Director Since 1989

Age 68

Retired Chairman of the Board and Chief Executive Officer, CMS Energy Corporation (diversified energy). 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).

 Keith D. Nosbusch

Director Since 2004

Age 61

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

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Continuing directors with terms expiring in 2014

 Steven R. Kalmanson

Director Since 2011

Age 6061

Retired Executive Vice President, Kimberly-Clark Corporation (consumer package goods). Mr. Kalmanson joined Kimberly-Clark Corporation in 1977. He 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.

 James P. Keane

Director Since 2011

Age 5354

President and Chief Operating Officer, Steelcase Inc. (office furniture).Mr. Keane joined Steelcase Inc. in 1997. He served as Senior Vice President and Chief Financial Officer of Steelcase Inc. from 2001 through 2006. He was named President of the Steelcase Group in October 2006, overseeingwhere 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. In OctoberSince November 2012, he was namedhas 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. He also retains the leadership duties of his previous role asMr. Keane was named President and elected a director of Steelcase Group. Previously, he has also led corporate strategy, IT,Inc. in April 2013. In October 2013, Steelcase Design Partnership, and research and development since 1997.announced the appointment of Mr. Keane to Chief Executive Officer effective March 2014. He also serves as a director or trustee of a number of civic and charitable organizations.

  Donald R. Parfet

Director Since 2008

Age 6061

Managing Director, Apjohn Group, LLC (business development); General Partner, Apjohn Ventures Fund (venture capital fund).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 Kelly Services, Inc. and Masco Corporation and serves as a director or trustee of a number of business, civic and charitable organizations.

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Continuing directors with terms expiring in 2015

  Betty C. Alewine

Director Since 2000

Age 6465

Retired President and Chief Executive Officer, COMSAT Corporation (now part of Lockheed Martin Corporation) (global satellite services and digital networking services and technology).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 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 August 2000. Ms. Alewine is a director of New York Life Insurance Company and The Brink’s Company. She also serves as a director or member of a number of civic and charitable organizations.

 J. Phillip Holloman

Director Since 2013

Age 58

President and Chief Operating Officer, Cintas Corporation (corporate identity uniforms and related business services). Mr. Holloman joined Cintas 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 January 2008 and President and Chief Operating Officer since January 2008. Mr. Holloman serves as a director or member of several educational and civic organizations.

 Verne G. Istock

Director Since 2003

Age 7273

Retired Chairman and President, Bank One Corporation (now part of JPMorgan Chase & Co.) (financial holding company). Mr. Istock served as Chairman of the Board of Bank One Corporation from October 1998, following completion of the merger of First Chicago NBD Corporation and Banc One Corporation, until October 1999, and as President of Bank One Corporation from October 1999 until September 2000. He served as Acting Chief Executive Officer of Bank One Corporation from December 1999 until March 2000. He served as Chairman of First Chicago NBD from 1996 to 1998 and as President and Chief Executive Officer of First Chicago NBD from 1995 to 1998. Mr. Istock is non-executive Chairman of Masco Corporation and a former director of Kelly Services, Inc. He has served as Lead Director of our Board since June 2013. He also serves as a director or member of a number of civic and community organizations.

 Lawrence D. Kingsley

Director Since 2013

Age 50

Chairman and Chief Executive Officer, Pall Corporation (filtration, separation and purification solutions for fluid management). Mr. Kingsley has served as Chairman and Chief Executive Officer of Pall Corporation since October 2011. Before that, he served as President 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, from March 2005 through August 2011. Mr. Kingsley served as Chairman of IDEX from April 2006 through December 2011. Before joining IDEX, he held management positions of increasing responsibility with Danaher Corporation, Kollmorgen Corporation and Weidmuller Incorporated. Mr. Kingsley has been a director of Pall Corporation since October 2011.

Continuing directors with terms expiring in 2016

 Barry C. Johnson, Ph.D.

Director Since 2005

Age 70

Retired Dean, College of Engineering, Villanova University. Dr. Johnson served as Dean, College of Engineering, Villanova University from August 2002 until March 2006. He served as Chief Technology Officer of Honeywell International Inc. (diversified technology and manufacturing company) from July 2000 to April 2002. Before that, he served as Corporate Vice President of Motorola, Inc. (global communications company) and Chief Technology Officer for that company’s Semiconductor Product Sector. Dr. Johnson also serves as a director of Cytec Industries Inc. and IDEXX Laboratories, Inc.

 William T. McCormick, Jr.

Director Since 1989

Age 69

Retired Chairman of the Board and Chief Executive Officer, CMS Energy Corporation (diversified energy). 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).

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 Keith D. Nosbusch

Director Since 2004

Age 62

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

The Board of Directors recommends that you vote “FOR” the election as directors of the three nominees described above, which is presented as item (a).

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BOARD OF DIRECTORS AND COMMITTEES

Board Meetings and Committees

Our business is managed under the direction of the Board of Directors. The Board has established four standing committees: the Audit Committee, the Board Composition and Governance Committee, the Compensation 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 at http://www.rockwellautomation.com/rockwellautomation/about-us/corporate-governance/overview.pageoverview.page.. The committee charters are also available in print to any shareowner upon request. The committees review and assess the adequacy of their charters each year and recommend any proposed changes to the Board for approval. During fiscal 2012,2013, each committee reviewed its charter. The Compensation Committee did not make any changes to its charter in fiscal 2012; however, in October 2012, the Committee amended its charter to remove its role regarding review of management succession and development, and shortenedshorten its name from the Compensation and Management Development Committee to the Compensation Committee and clarify its role with respect to advisers retained by the Committee. The full Board oversees management succession and development. In fiscal 2012,2013, the Board Composition and Governance Committee reviseddid not make any changes to its charter to reflect its authorization to retain compensation advisers;charter; the Audit Committee amended its charter to clarify its role with respectgive the Committee authority to oversightapprove the Company’s use of the Corporation’s Internal Audit function;Dodd-Frank end-user exception and review and approve related policies governing the Company’s use of derivatives; and the Technology and Corporate Responsibility Committee amended its charter to clarify its responsibilities with respect to technology issues.role regarding innovation and environmental matters.

In fiscal 2012,2013, the Board held sixseven meetings and on one occasion acted by written consent in lieu of a meeting. Average attendance by directors at Board and Committee meetings was 97%99% and all of the directors attended at least 79%93% of the meetings of the Board and the Committees on which they served. Directors are expected to attend the Annual Meeting of Shareowners. All of the directors at the time attended the 20122013 Annual Meeting.

Director Qualifications

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 Corporation.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 http://‌www.rockwellautomation.‌com/rockwellautomation/about-us/corporate-governance/overview.pageoverview.page..

After considering these guidelines and the independence criteria of the NYSE, the Board has determined that none of the current directors or director nominees, or Mr. Speer (who served during fiscal 2012), other than Mr. Nosbusch (who is a current employee of the Corporation)Company), has a material relationship with the CorporationCompany and each of these directors (other than Mr. Nosbusch) meets the independence requirements of the NYSE and our Guidelines on Corporate Governance. There were no transactions, relationships or arrangements that required review by the Board for purposes of determining director independence.independence in fiscal 2013.

Specific 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 Corporation.Company. Our Board Membership Criteria provide 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 of the Board and factors such as diversity, age, international background, experience and specialized expertise. The 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.

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The Board has determined that each director and nominee is financially literate and possesses the skills, judgment, experience, reputation and commitment to make a constructive contribution to the Board.

We have provided certain information about the skills and experience of our continuing directors in their biographies set forth above. In addition, the Board considered other qualifications in concluding that each current director and director nominee is qualified to serve as a director of the Corporation,Company, including the following experience, qualifications, attributes and skills.

Betty Alewine. 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 and sales and marketing. She brings valuable experience and knowledge through her service on the boards of other public companies in finance, risk oversight, audit and corporate governance matters. She serves as chair ofserved on the Audit Committee of New York Life Insurance Company and is currently chair of the Finance and Strategy Committee of The Brink’s Company. She also has global industrial knowledge having served as the United States representative 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.

Phillip Holloman. As President and Chief Operating Officer of Cintas Corporation, Mr. Holloman brings extensive leadership and operational experience to our Board. He has breadth of 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. 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.

Verne Istock. Mr. Istock has extensive executive-level finance experience having served as CEO of a bank and bank holding company for fivesix years, with responsibility for overseeing risk management, including financial risks. His comprehensive understanding of finance and banking assists the Board in evaluating and understanding the impact of business decisions on our financial statements and capital structure. He has experience relevant to our industry having served as a commercial bank lender to many businesses including manufacturing companies with both domestic and international operations. He also has extensive knowledge of board procedures and practices and audit, finance and corporate governance matters through his service on the boards of other public companies. He serves as non-executive Chairman of Masco Corporation, where he also chairsserves on the Corporate Governance and Nominating Committee and serves on the Audit and Compensation Committees. He was a director of Kelly Services Co., where he served as chair of the Audit Committee, Lead Director, and also as interim non-executive Chairman. He is a former director of the Federal Reserve Bank of Chicago. Mr. Istock holds an M.B.A. from the University of Michigan.

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Barry Johnson. Dr. Johnson brings specialized experience in science and technology to the Board. During his 17 years at Motorola and Honeywell, he utilized risk management methods as an integral part of research and product development programs. He employed such processes as project management, six sigma and roadmapping to manage technology development risks at Motorola, and expanded their use to risk management in Honeywell’s business and technology strategies and programs. From 1991 to 2000 at Motorola, he was involved in the global development and manufacturing of analog and digital devices, integrated circuits and modules for use in the automation and related industries. From 2000 to 2002 at Honeywell, he participated in the development of business and technology strategies and products for the automation components, systems, software and solutions markets. Dr. Johnson has been inducted into the National Academy of Engineering (USA) and the Fraunhofer Society (Germany) in recognition of his experience in global technology development. He also serves on the boards of other public companies, which gives him experience in technology, finance, audit, risk oversight and corporate governance matters. He earned a Ph.D. in metallurgical engineering and materials science from Carnegie-Mellon University.

Steven Kalmanson. Mr. Kalmanson brings extensive business and executive management experience to the Board having served in various officer management positions for Kimberly-Clark Corporation, a global publicly-tradedpublic company. Throughout his career, he successfully initiated and managed change to assist in the transformation of Kimberly-Clark Corporation from a pulp and paper company to a globally recognized consumer package goods conglomerate marketing some of the most recognized brands in the world. His business vision, strategic insight and specific knowledge and experience add value and a diverse perspective to the Corporation. 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 beneficial tofaced by the Corporation.Company. Mr. Kalmanson holds an M.B.A. from the University of Witwatersrand, Johannesburg, South Africa.

James Keane. As a current executivePresident, Chief Operating Officer and Board member of a global public company, Mr. Keane brings current business experience and knowledge to the Board. Through his executive roles at Steelcase Inc., he has extensive leadership experience and a comprehensive understanding of business operations, processes and strategy as well as 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 provideprovides the Board with expertise in addressing the complex issues that can be raised by the Corporation’sCompany’s financial reporting and matters related to the Corporation’sCompany’s financial position. Mr. Keane holds a master’s degree in management from the Kellogg School of Management, Northwestern University.

Lawrence Kingsley. As current Chairman and CEO of Pall Corporation, 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. His current service on Pall Corporation’s Board gives him insight into the multitude of issues facing public companies and corporate governance practices. He also brings significant financial expertise to the Board including all aspects of financial reporting, corporate finance, executive compensation and capital markets, having served on the audit and compensation committees of another public company. Mr. Kingsley holds an M.B.A. from the College of William and Mary.

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William McCormick. 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.

Keith Nosbusch. As our Chairman and CEO, Mr. Nosbusch has significant experience with and knowledge of the Corporation.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 Corporation’sCompany’s operations, its customers, and the major business issues that it faces enhances overall board effectiveness and interaction with management. He also serves on the board of another public company, where he has gained experience with corporate governance, audit and risk oversight and overall board procedures and functioning. Mr. Nosbusch earned an M.B.A. from the University of Wisconsin — Milwaukee.

Donald Parfet. 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. 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. He is currently the Lead Director on the Board of Directors of Kelly Services, Inc. and previously chaired its Audit Committee. He is also a director of Masco Corporation and serves on itsthe Audit Committee.Committee at Masco Corporation. In his current role at Apjohn, he is an active investor in early stage pharmaceutical companies and as such actively evaluates financial and development risk associated with emerging medicines. Mr. Parfet holds an M.B.A. from the University of Michigan.

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Committees of the Board

Audit Committee. The Audit Committee assists the Board in overseeing and monitoring the integrity of our financial reporting processes, our internal control and disclosure control systems, the integrity and audits of our financial statements, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accounting firm and the performance of our internal audit function and independent registered public accounting firm. The main duties of the Committee are to appoint our independent registered public accounting firm, subject to shareowner approval; approve all audit and audit-related fees and services and permitted non-audit fees and services of our independent registered public accounting firm; review with our independent registered public accounting firm and management our annual audited and quarterly financial statements; discuss periodically with management our quarterly earnings releases; review with our independent registered public accounting firm and management the quality and adequacy of our internal controls and discuss with management our risk assessment and risk management policies. All members of the Audit Committee meet the independence and financial literacy standards and requirements of the NYSE and the SEC. The Board has determined that Messrs. Istock, Parfet, Keane and KeaneKingsley qualify as “audit committee financial experts” as defined by the SEC.

Board Composition and Governance CommitteeCommittee. . The principal functions of the Board Composition and Governance Committee are to consider and recommend to the Board qualified candidates for election as directors of the Corporation,Company, to consider matters of corporate governance, and administer the Corporation’sCompany’s related person transactions policy. The Committee annually assesses and reports to the Board on the performance of the Board of Directors as a whole and of the individual directors. The Committee also recommends to the Board the members of the committees of the Board and the terms of our Guidelines on Corporate Governance and conducts an annual review of director compensation and recommends to the Board any changes. See “Director Compensation” below. All members of the Committee are independent directors as defined by the NYSE.

Compensation Committee. The principal functions of the Compensation Committee are to evaluate the performance of our senior executives including the CEO, reviewmake recommendations to the design and competitiveness of ourBoard with respect to compensation plans, review and approve salaries, incentive compensation, equity awards and other compensation of officers and review the salary plan for the CEO and other executives who are direct reportsdirectly report to the CEO, review and approve corporate goals and objectives, administer our incentive, deferred compensation and long-term incentives plans, oversee the work of any adviser retained by the Committee and review whether the work of any compensation consultant retained by the Committee raises any conflict of interest. All members of the Committee are independent directorsmeet the independence requirements for compensation committee members as definedrequired by the NYSE and are not eligible to participate in any of our plans or programs administered by the Committee, except our 2003 Directors Stock Plan and Directors Deferred Compensation Plan.

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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.

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Role of Compensation ConsultantsConsultants. . The Compensation Committee has engaged Towers Watson, an executive consulting firm that is directly accountable to the Compensation Committee, to provide advice on compensation trends and market information to assist the Compensation Committee in fulfilling its duties.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 executive compensation; review materials for Committee meetings and attend Committee meetings; and advise the Committee on best practices for governance of executive compensation as well as areas of possible concern or risk in the Company’s programs.

Towers Watson hasand its predecessor Towers Perrin have served as the Committee’s advisor for nineten years, was directly engaged by and is accountable to the Committee, and has not been engaged by management for other services, except as described below. During fiscal 2012,2013, Towers Watson was paid $192,000$132,000 for executive compensation advice, other services to the Committee, and director compensation advice and other services to the Board Composition and Governance Committee. During fiscal 2012,2013, Towers Watson was also paid $3,068,000,$3,351,000, of which $2,563,000$2,992,000 or 84%89% was for core actuarial services and $505,000$359,000 or 16%11% was for other human resource services to the CorporationCompany and its benefit plans. The engagements for these other services were recommended by management and approved by the Compensation Committee.

Based onIn fiscal 2013, the Committee selected Towers Watson to serve as its independent compensation consultant after assessing the firm’s independence, taking into consideration the following facts, the Compensation Committee has concluded that it is receiving objective, unbiased and independent advice from Towers Watson and that its work for the Corporation does not raise any conflict of interest:factors, among others:

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In January 2010, Towers Perrin merged with Watson Wyatt — the Corporation’sCompany’s long-time actuary — to create Towers Watson. The Committee’s relationship with the compensation consultants at Towers Watson pre-dates the merger by over six years.

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The 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.

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The Committee’s oversight of the relationship between the CorporationCompany and Towers Watson mitigates the possibility that management could misuse other engagements to influence Towers Watson’s compensation work for the Committee.

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Towers Watson has adopted internal safeguards to ensure that its executive compensation advice is independent and for fiscal 2012 has provided the Committee with a written assessment of the independence of its advisory work to the Committee.Committee for fiscal 2013.

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The Committee retains ultimate decision-making authority for all executive pay matters, and understands Towers Watson’s role is simply that of advisor.

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The absence of any significant business or personal relationship between Towers Watson and any of our executives or members of the Committee.

Based on this assessment, the Compensation Committee has concluded that it is receiving objective, unbiased and independent advice from Towers Watson and that its work for the Company does not raise any conflict of interest.

The Committee intends to continue to oversee all relationships between the CorporationCompany and Towers Watson to ensure that the Committee continues to receive unbiased compensation advice from Towers Watson. In addition, the Committee will review and approve the type and scope of all services provided by Towers Watson and the amounts paid by the CorporationCompany for such services.

Technology and Corporate Responsibility Committee. The Technology and Corporate Responsibility Committee reviews and assesses our technology-based business issuesinnovation and technology matters as well as our policies and practices regarding corporate responsibility matters, including matters in the following areas: employee relations, with emphasis on diversity and inclusion; the protection and enhancement of the environment and energy resources;environmental protection; product integrity and safety; employee health and safety; and community and civic relations, including programs for and contributions to educational, cultural and other social institutions. All members of the Committee are independent directors as defined by the NYSE.

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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 Governance Committee determines the form and amount of director compensation, with discussion and approval by the full Board. The Committee relies on Towers Watson to provide advice on compensation trends and market information. The Board believes that a meaningful portion of director compensation should be in 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.

Annual Compensation

There are three elements of our director compensation program: an annual retainer, equity awards and committee fees. The following table describes each element of director compensation for fiscal 2012.2013.

Annual Retainer. Directors receive an annual retainer that consists of cash and shares of common stock. The total annual retainer, excluding committee fees, is $140,000, of which $70,000 is paid in cash and $70,000 in shares of common stock under the 2003 Directors Stock Plan. The $70,000 equated to 1,2841,009 shares granted on October 3, 20111, 2012 based on the closing price of our common stock on the NYSE on that date of $54.55.$69.38. Messrs. Holloman and Kingsley, who were not directors at the time, each received 414 shares of common stock upon their initial election to the Board on April 3, 2013, with a value of $35,000, which is the pro-rated amount based on their election date and the closing price of our common stock on the NYSE on that date of $84.59.

Equity Awards. Directors receive an annual grant of $40,000 paid in shares of 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 pro-rated number of shares are awarded upon election). The $40,000 equated to 492442 shares granted on February 7, 20125, 2013 based on the closing price of our common stock on the NYSE on that date of $81.34.$90.69. Messrs. Holloman and Kingsley, who were not directors at the time, received an annual grant of $40,000 equal to 473 shares upon their initial election to the Board on April 3, 2013, based on the closing price of our common stock on the NYSE on that date of $84.59.

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 work-load and responsibilities.

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During fiscal 2012,2013, annual committee fees were as follows:

Lead Director.The Lead Director receives an annual cash retainer of $25,000. We appointed Verne Istock as Lead Director effective June 6, 2013.

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 grant 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.

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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 2012.2013. 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 corporate aircraft for travel to Board meetings.

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.

Stock Ownership Requirement

Non-management directors are subject to stock ownership guidelines.requirements. 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 the annual retainer that is payable in cash. All directors, except Messrs. KalmansonHolloman and Keane,Kingsley, who have beenbecame directors since February 2011, meetin April 2013, met the guidelinesrequirements as of September 30, 2012.2013.

Changes to DirectorsDirector Compensation for Fiscal 20132014

Effective October 1, 2012,2013, we changed certain Committee fees.our director compensation. The total annual retainer, excluding committee fees, was changed to $150,000, of which $75,000 will be paid in cash and $75,000 in shares of common stock under the 2003 Directors Stock Plan. The annual fee for the Chair of the Compensation Committeeretainer was increased from $16,000by $10,000 to $18,000,bring board fees closer to the annual fee formarket median based on a review of companies with revenues of $4 to $8 billion that had filed calendar year 2012 proxy statements as of April 30, 2013. No other changes were made to the Chair of the Board Composition and Governance Committee was increased from $12,000 to $13,000, and the annual fee for the Chair of the Technology and Corporate Responsibility Committee was increased from $12,000 to $13,000. director compensation program.

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DIRECTOR COMPENSATION TABLE

The following table shows the total compensation earned by each of our directors during fiscal 2012.2013.

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AUDIT COMMITTEE REPORT

The Audit Committee assists the Board in overseeing and monitoring the integrity of the Corporation’sCompany’s financial reporting processes, its internal control and disclosure control systems, the integrity and audits of its financial statements, the Corporation’sCompany’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 Corporation’sCompany’s website at http://www.rockwellautomation.com. under the “Investor Relations” 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 Corporation’sCompany’s financial statements and the reporting processes, including the system of internal control. Deloitte & Touche LLP (D&T), the Corporation’sCompany’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 Corporation’sCompany’s internal control over financial reporting.

Our Committee is responsible for overseeing the Corporation’sCompany’s overall financial reporting processes. In fulfilling our responsibilities for the financial statements for fiscal year 2012,2013, we:

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Reviewed and discussed the audited financial statements for the fiscal year ended September 30, 20122013 and quarterly financial statements with management and D&T;

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Reviewed management’s assessment of the Corporation’sCompany’s internal control over financial reporting and D&T’s report pursuant to Section 404 of the Sarbanes-Oxley Act;

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Discussed with D&T the matters required to be discussed by Public Company Accounting Oversight Board (United States) (PCAOB) Audit Standard AU Section 380 “Communication with Audit Committees” and Rule 2-07 of SEC Regulation S-X relating to the conduct of the audit; and

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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 “Proposal to Approve the Selection of Independent Registered Public Accounting FirmFirm” ” on page 4145 of this proxy statement.

We considered the non-audit services provided by D&T in fiscal year 20122013 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 met with the Corporation’sCompany’s General Auditor and D&T, with and without management present, to discuss the results of their examinations, the evaluations of the Corporation’sCompany’s internal control over financial reporting and the overall quality of the Corporation’sCompany’s financial reporting. 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 Corporation’sCompany’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation’sCompany’s risk assessment and risk management policies. We also met separately with the Corporation’sCompany’s Chief Executive Officer, Chief Financial Officer, Controller, General Counsel and Ombudsman.

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 Corporation’sCompany’s Annual Report on Form 10-K for the fiscal year ended September 30, 20122013 for filing with the SEC.

The Audit Committee has selected D&T as the independent registered public accounting firm of the CorporationCompany for the fiscal year ending September 30, 2013,2014, subject to the approval of shareowners.

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