Your vote is very important. I encourage you to complete, sign and return your proxy card, or use telephone or internet voting prior to the meeting, so that your shares will be represented and voted at the meeting even if you cannot attend.

FOR EMERSON 2018 ANNUAL MEETING OF ~~STOCKHOLDERS TO BE HELD FEBRUARY 7,~~ SHAREHOLDERS

PROXY STATEMENT SUMMARY

2017 Business Highlights

Completed the strategic repositioning announced in 2015, with closing of the sales of the Network Power and Leroy Somer and Controls Techniques businesses, and the sale of the ClosetMaid business.

Pivoted to growth with completion of the strategic valves and controls acquisition in the Automation Solutions business.

~~This proxy statement~~Reshaped our businesses into two global franchises, Automation Solutions and Commercial and Residential Solutions and restructured our corporate and other services consistent with our new structure.

Returned to growth in 2017 on improving global economics and conditions in our served markets, and payoff from restructuring investments made during the industrial recession over the prior two years:

^○

Reported sales grew 5 percent, with underlying growth of 1 percent excluding the 4 percent impact of the valves and controls acquisition.

^○

Earnings per share from continuing operations grew 4 percent to $2.54 per share, up 8 percent to $2.64 per share excluding first year charges of $0.10 related to the valves and controls acquisition.

^○

Operating cash flow from continuing operations grew 8 percent to $2.7 billion, with free cash flow from continuing operations of $2.2 billion excluding capital expenditures of $476 million.

Executive Compensation Highlights

Key Elements of the Fiscal 2017 Executive Compensation Program

Pay for Performance.Named executive officer (“NEO”) compensation is ~~furnished~~tied to Company performance. Mr. Farr’s successful leadership of the ~~stockholders~~Company through this transformational year, the completion of ~~Emerson Electric Co.~~the strategic repositioning, the acquisition and integration of valves and controls and the Company’s financial performance, led the Committee to increase NEO bonuses after generally flat or reduced bonuses in recent years.

We Target Competitive and Market Based Pay with Actual Pay Dependent on Performance.

Long-Term Performance.Our primary incentive compensation – performance shares – is based on the Company’s achievement of established financial objectives over a minimum three-year performance period.

Maximize Shareholder Value While Mitigating Risk.Our performance shares program is based on above-market growth targets, and rewards growth over the long term, discouraging short-term risk taking.

Alignment with Shareholders. We have substantial stock ownership requirements and blackout, clawback, pledging and anti-hedging policies.

No TaxGross-Ups.We do not provide taxgross-ups to our NEOs.

No Employment, Severance or Golden Parachute Agreements with any of our NEOs.

Non-compete,Non-solicitation and Confidentiality Agreements. We require executives to enter intonon-competition,non-solicitation and confidentiality agreements as a condition of all equity awards.

Double Trigger Change of Control.We utilize double trigger provisions on change of control in our 2011 Stock Option Plan and in our 2015 Incentive Shares Plan.

Shareholder Engagement

We value our shareholders’ perspective on our businesses and each year interact with shareholders and investment analysts through a variety of engagement activities. These include our annual investor conference in February and participation in industry conferences in May and September. In addition, we routinely schedule additional engagement meetings with investors and analysts in various locations around the world, which in 2017 included meetings in New York, Boston, Chicago London and Frankfurt, among other locations. Investors and analysts may schedule meetings with our Director of Investor Relations to request additional information regarding the Company. We reach out to our largest shareholders each year in connection with our Annual Meeting to discuss the ~~solicitation of proxies for use~~matters that will be voted on at the ~~Annual Meeting~~meeting and respond to questions or concerns. Our Investor Relations department can be reached at314-553-2197, investor.relations@emerson.com, or at www.emerson.com, Investors, Investor Resources, Stockholder Information.

3 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT SUMMARY

Named Executive Officer and Director Share Ownership

The following summarizes beneficial ownership of ~~Stockholders~~Emerson common stock by our NEOs and Directors as of September 30, 2017. You should refer to ~~be held~~the more detailed information under “Ownership of Emerson Equity Securities” on page 57 for additional information about how these amounts are calculated under SEC rules and the ownership of our other executive officers and other information about these shares.


Name	Total Shares

*Named Executive Officers:*

D. N. Farr, Chairman and Chief Executive Officer		2,928,140

E. L. Monser, President		473,393

F. J. Dellaquila, Senior Executive Vice President and Chief Financial Officer		531,110

E. M. Purvis, Jr., Executive Vice President and Chief Operating Officer		296,501

S. J. Pelch, Executive Vice President, Organization Planning and Development		105,162

*Directors:*

C. A. H. Boersig		22,211

J. B. Bolten		14,243

G. A. Flach		1,824

A. F. Golden		66,705

C. Kendle		13,240

M. S. Levatich		13,074

J. W. Prueher		39,033

R. L. Stephenson		41,243

J. S. Turley		10,907

Corporate Governance Highlights

Topic

Highlight

Director Independence

9 of 10 Directors are independent

Strong Lead Independent Director with significant governance duties

All Board Committees are independent pursuant to requirements of the NYSE and our governance documents

Regular executive sessions attended bynon-management Directors only

Proxy Access Bylaw

Proactive adoption in 2017 of proxy access for Director nominees

A shareholder, or group of up to 20, holding 3% of Company stock for 3 years may place a limited number of Director nominees in the Company’s proxy statement for election

Board Refreshment
and Diversity

Balance of new and continuing Directors, with average tenure of 8 years and 5 new Directors in last 5 years

Average Director age of 63

Director retirement and resignation guidelines

22% women Directors as of February 6, 2018

Other Governance Practices

Directors elected by majority voting

Over 96% Board and Committee attendance in 2017

All Directors then in office attended the 2017 Annual Meeting

Comprehensive new Director orientation

No shareholder rights plan or “poison pill”

Blackout, clawback, pledging and anti-hedging policies

Director and executive officer stock ownership policies

Annual Corporate Social Responsibility and Political Spending Reports

4 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

BOARD AND COMMITTEE OPERATIONS

Board and Committee Operations

Board and Corporate Governance

Board Responsibility

The primary responsibility of our Board is to foster our long-term success. In fulfilling this role, each Director must exercise good faith business judgment in the best interests of Emerson and our shareholders. Our Board has responsibility for establishing broad corporate policies, setting strategic direction and overseeing management. Management has responsibility for ourday-to-day operations, implementing these policies and strategic direction, subject to Board oversight.

Governance Principles and Ethics Program

Our Board has adopted Corporate Governance Principles and Practices that govern the structure and operations of our Board, Board oversight of management and relations between the Board and our shareholders. In addition, our Board has adopted an ethics program that applies to all Emerson employees and our Directors, and includes an employee code of conduct, supplements specifically applicable to our Directors and executive officers, and an additional code of ethics applicable to our Chief Executive Officer (“CEO”), Chief Financial Officer, Chief Accounting Officer and Controller.

The Company’s Corporate Governance Principles and each component of its ethics program are available on the Company’s website at ~~10:00 a.m. Central Standard Time on February 7, 2017 at the office~~www.Emerson.com, Investors, Corporate Governance, Business Ethics. Printed copies of ~~the Company,~~these documents are available to shareholders upon written request to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form8-K by posting required information at the same location on its website.

The Board of Directors annually reviews its governance policies and practices, taking into account changes in applicable law, trends in corporate governance and input from shareholders.

Recent Corporate Governance Changes

As part of its review process, the Board recently made changes to Emerson’s corporate governance polices:

Proxy Access Bylaw. Amended our Bylaws to adopt proxy access, which provides eligible shareholders a process for including their director nominees in the Company’s proxy materials. Proxy access is discussed below at “Corporate Governance and Nominating Committee—Proxy Access” on page 10.

Lead Independent Director. Amended our Corporate Governance Principles to provide for a Lead Independent Director, as discussed below in “Board Leadership Structure” on page 6.

Shareholders’ Right to Amend Bylaws. Approved, subject to shareholder approval, amendments to our Restated Articles of Incorporation providing shareholders the right to amend our Bylaws. Please see Proxy Item No. 4.

Ratification of Forum Selection Bylaw. Amended our Bylaws to adopt a forum selection Bylaw and is submitting that Bylaw for ratification by shareholders. Please see Proxy Item No. 5.

Corporate Social Responsibility Reporting.Last year, at the Board’s direction, the Company published its first Corporate Social Responsibility Report highlighting the Company’s environmental stewardship, integrity and ethics, corporate governance, political spending and lobbying, human resources and diversity, supply chain practices and community involvement. We recently published an updated and expanded report.

We believe these actions are marks of good governance and enhance our accountability to shareholders.

Board Meetings and Attendance

There were eight meetings of the Board during fiscal 2017. All Directors attended at least 75% of the meetings of the Board and committees on which they served. Directors are strongly encouraged to attend the Annual Meeting, although the Company has no policy requiring attendance. All of the Directors then in office attended the 2017 Annual Meeting.

5 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

BOARD AND COMMITTEE OPERATIONS

Board Leadership Structure

The Board believes that it should have the flexibility to determine whether the same person should serve as both Chair and CEO based on what it believes will provide appropriate Company leadership. The Board believes that its current structure, with Mr. Farr serving as both Chair and CEO is appropriate given Mr. Farr’s past success and extensive experience in these roles, the efficiencies of having the CEO serve as Chair, the Company’s strong corporate governance structure, including Mr. Stephenson’s strong leadership role as Lead Independent Director, and the Company’s financial performance under Mr. Farr’s leadership.

As part of its leadership structure review, in October 2016 the Board established the Lead Independent Director position to strengthen the independent leadership of the Board. The Lead Independent Director is elected from the independent Directors for a three-year term. Among other things, the Lead Independent Director chairs regularly scheduled meetings ofnon-management Directors, reviews Board agendas and information, calls meetings of the independent Directors, acts as the Board’s key liaison with the Chairman and serves on the Board’s executive committee. The Chair and CEO consults periodically with the Lead Independent Director and the committee Chairs, all ~~adjournments thereof,~~of whom are independent, on Board matters and on issues facing the Company.

Board Role in Risk Oversight

The Board has responsibility for oversight of the Company’s risk management process. This process is designed to provide to the Board timely visibility into the identification, assessment and management of critical risks. The Audit Committee assists the Board by annually reviewing and discussing with management this process and its functionality. The areas of critical risk include strategic, operational, compliance, environmental, financial and reputational. The full Board, or the appropriate committee, receives this information through updates from management to enable it to understand and monitor the Company’s risk management process.

Board Composition

Our Board consists of 10 Directors divided into three classes, with the terms of office of each class ending in successive years. The Directors in one class are elected at each Annual Meeting to serve for a three-year term and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. Periodically, a Director is elected to a shorter term, or moved into a different class between meetings, to rebalance the classes as a result of the early departure of a Director.

Pursuant to the Company’s Bylaws, a Director may not stand for election after age 72. If our Board determines that continued service beyond this period is in the best interests of Emerson and our shareholders, our Board may amend the Bylaws to waive this requirement and allow election to additionalone-year terms. Adm. Prueher is retiring from the Board pursuant to this requirement as of the 2018 Annual Meeting, after which our Board will have nine Directors.

We are committed to reviewing our Board’s composition to ensure that we continue to have the right mix of skills, diversity, background and tenure. After Adm. Prueher’s retirement, the diversity and tenure composition of our Board will be as follows:

LOGO

Our Board’s membership represents a balanced approach to Director tenure, allowing our Board to benefit from the experience of longer-serving Directors as well as the fresh perspectives of newer Directors. The Board is continuously seeking out highly-qualified, diverse candidates to add to the range of skills and experiences represented on our Board.

6 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

BOARD AND COMMITTEE OPERATIONS

Our Directors have a wide range of skills and experience in a variety of professions and industries, including:


DIRECTOR SKILLS AND EXPERIENCE

• Global business experience		• Chief executive officer experience

• Financial expertise, including chief financial officer experience		• Expertise in technology and innovation

• Corporate governance expertise		• Operational leadership, including as chief operating officer

• Experience doing business in emerging markets and China		• Business development expertise, including investment banking, mergers and acquisitions and financial markets

The specific background, skills and experience of each of our Directors is detailed under “Proposal 1 – Election of Directors”.

The Corporate Governance and Nominating Committee has the primary responsibility for developing a Director succession plan. The Committee periodically reviews our Board composition and, as further discussed above, identifies the appropriate mix of experiences, skills, attributes and tenure for our Board in light of our Company’s current and future business environment and strategic direction, all with the objective of recommending a group of Directors that can best continue our success and represent our shareholders’ interests. The Committee and our Board are committed to developing a diverse pool of potential candidates for future Board service.

Other Key Governance Policies

We have adopted corporate governance policies which encourage significant long-term stock ownership and align the interests of our executives with our shareholders. These policies include:

Executive compensation practices that incentivize long-term performance and equity compensation using multi-year performance and vesting periods. See “Executive Compensation—Compensation Discussion and Analysis” on page 16.

Stock ownership guidelines, which require NEOs to hold stock equal to a specified multiple of their base salaries.

Blackout and stock trading policies which require permission to trade Emerson stock.

Clawback policies,which, in some cases, allow us toreduce, cancel or recover executive compensation tied to intentional misconduct that led to a material restatement of our financial statements.

Pledging and anti-hedging policies, which prohibit certain speculative transactions that are not in alignment with our shareholders. See “—Alignment with Shareholder Interests” on page 22.

Review, Approval or Ratification of Transactions with Related Persons

We have developed and implemented processes to obtain and review all transactions and relationships in which the Company and any of our Directors, Director nominees or executive officers, or any of their immediate family members, are participants, and to determine whether any of these individuals have a direct or indirect material interest in any such transaction. Transactions that are determined to be material to a related person are disclosed as required. Pursuant to these processes, all Directors and executive officers annually complete a Director and Executive Officer Questionnaire and a Conflict of Interest Questionnaire that are designed to identify related person transactions and both actual and potential conflicts of interest. We also review the nature and extent of business between the Company and other companies affiliated with our Directors or executive officers. Under the Company’s ethics program, an executive officer is required to immediately disclose all the relevant facts and circumstances of any actual or potential conflict of interest to the Company’s Ethics Committee. If the Ethics Committee determines that there is a conflict, it will refer the matter to the Board of Directors. A Director is required to immediately disclose all the relevant facts and circumstances of any actual or potential conflict of interest to the Board. In each case, the Board will review the matter to make a final determination as to whether a conflict exists, and, if so, the appropriate resolution.

The Company has a written ethics program applicable to all Directors and executive officers of the Company that prohibits Directors and executive officers from entering into transactions, or having any relationships, that would result in a conflict of interest with the Company. Waivers of the ethics program requirements for Directors and executive officers may only be granted by the Board of Directors. The Company’s ethics program documents can be found on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Business Ethics.

7 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

BOARD AND COMMITTEE OPERATIONS

Certain Business Relationships and Related Party Transactions

Based on the review described above, there were no transactions from October 1, 2016 through the date of this proxy statement, and there are no currently proposed transactions, in which the Company was or is to be a participant, in which the amount involved exceeded $120,000 and in which any of the Company’s Directors or executive officers or any of their immediate family members, or any beneficial holder of more than 5% of our common stock, either had or will have a direct or indirect material interest.

Director Independence

The Board has determined that all current Directors, other than Mr. Farr, are independent, as defined under the general independence standards of the NYSE. W. R. Johnson resigned from the Board in May 16, 2017, but was determined to be independent while he served. All Directors identified as independent meet the Board adopted independence standards. These standards are included in Appendix A and are available on the Company’s website at www.Emerson.com, Investors, Corporate Governance, Principles & Practices.

In the course of the Board’s independence determinations, it considered any transactions, relationships and arrangements as required by the Company’s independence standards. In particular, with respect to each of the three most recently completed fiscal years, the Board considered for:

Flach, Levatich and Stephenson, the annual amount of sales to Emerson by the company which the Director serves or served as an executive officer, and purchases by that company from Emerson, and determined that in each case the amounts of such sales and purchases in fiscal 2017 were less than 0.013% of such other company’s annual revenue and in each year were immaterial and well below the threshold set in the Emerson independence standards.

Stephenson, an immediate family member employed by KPMG, and determined that such person was not a partner of such firm and did not participate in the audit of Emerson or provide any other services to Emerson.

Golden, the annual amount paid by Emerson to the law firm of which he is a partner, and determined that the amount of such payments in fiscal 2017 was less than 1.37% of such firm’s annual revenues and was in each year immaterial and well below the threshold set in the Emerson independence standards.

Levatich, Prueher, and Turley, the annual amount of contributions by Emerson to charitable organizations for which the Director serves as a director, officer or trustee and determined that such contributions were immaterial, well below the threshold set in the Emerson independence standards, were made through the Company’s normal corporate charitable donation approval process and were not made “on behalf of” any Director. For 2017, the amount of such contributions were: Levatich: $3,000 to Northwestern University; Prueher: $2,500 to the University of Virginia; and Turley: $133,500 (1.33% of total revenue) to the Boy Scouts of America-Greater St. Louis Area Council, $61,000 (0.36% of total revenue) to the St. Louis Municipal Opera Theatre, and $625,000 (3.12% of total revenue) to Forest Park Forever. These last three organizations are prominent St. Louis civic organizations to which Emerson, as a St. Louis headquartered company, has provided substantial support for over 30 years, long before Mr. Turley joined the Emerson Board or the boards of these organizations.

Committees of Our Board of Directors

Our Board of Directors has delegated certain of its responsibilities to committees to provide for more efficient Board operations and allow Directors to engage in deeper analysis and oversight in specific areas of importance. The members and Committee Chairs are designated by the Board based on recommendations from the Corporate Governance and Nominating Committee. The Chair of each Committee helps develop the agenda for that Committee, and provides a report to our Board on Committee activities. Each Committee annually reviews the adequacy of its Charter and conducts an evaluation of its performance.

Our Board has adopted written Committee charters which are available on our website, www.emerson.com, Investors, Corporate Governance, Committee Charters. The primary responsibilities and membership of each Committee are below:

COMMITTEE

PRIMARY RESPONSIBILITIES AND MEMBERSHIP

Audit

The Audit Committee assists the Board in providing oversight of the systems and procedures relating to the integrity of the Company’s financial statements, financial reporting process, systems of internal accounting and financial controls, internal audit process, risk management, and compliance with legal and regulatory requirements, and the independent audit of the annual financial statements. The

8 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

BOARD AND COMMITTEE OPERATIONS


COMMITTEE		PRIMARY RESPONSIBILITIES AND MEMBERSHIP
		Committee is directly responsible for the appointment, oversight, qualification, independence, performance, compensation and retention of the Company’s independent registered public accounting firm, including audit fee negotiations. The Committee reviews with management major financial risk exposures and the steps management has taken to monitor, mitigate and control such exposures.
		The members of the Audit Committee are J. S. Turley (Chair), J. B. Bolten, C. Kendle and M. S. Levatich. The Board has determined that each member is independent under the enhanced audit committee independence standards in the Securities Exchange Act of 1934 (the “Exchange Act”) and New York Stock Exchange (“NYSE”) listing standards. The Board has also determined that J. S. Turley is an Audit Committee Financial Expert under SEC rules. The Committee met five times in fiscal 2017.
Compensation		The Compensation Committee discharges the Board’s oversight of the Company’s executive compensation and produces the Committee’s proxy statement report on executive compensation. Among other things, the Committee approves goals and objectives, evaluates performance and sets compensation for the CEO; approves elements of compensation for and oversees the evaluation of certain other officers, including the NEOs; oversees the Company’s equity incentive plans; and monitors the Senior Management Succession Plan. The current Compensation Committee members are R. L. Stephenson (Chair), C. A. H. Boersig, G. A. Flach, M. S. Levatich and J. W. Prueher. The Board has determined that each member meets the enhanced NYSE independence standards, and qualifies as an “outside director” under Section 162(m) of the Internal Revenue Code, as amended (IRC) and as a“non-employee director” underRule 16b-3 of the Exchange Act. W. R. Johnson resigned from the Board in May, 2017, but was determined to be an independent member of the Committee during his term. The Committee met six times in fiscal 2017.
Corporate Governance and Nominating		The Corporate Governance and Nominating Committee oversees the Company’s corporate governance; reviews its governance principles and independence standards; oversees the annual Board and Committee self-evaluations; discharges the Board’s responsibilities related to Director compensation; identifies, evaluates and recommends individuals for Board and Committee membership; makes recommendations as to the size and composition of the Board and its Committees; and reviews the Company’s conflict of interest policies, codes of ethics, political activities and compliance with related laws and regulations, and oversees management’s implementation thereof. The members of the Committee are J. B. Bolten (Chair), C. Kendle, R. L. Stephenson, and J. S. Turley. The Board has determined that all members are independent under NYSE listing standards. The Committee met three times in fiscal 2017.
Executive		The Executive Committee exercises Board authority between Board meetings on matters in which specific direction has not been given by the Board, to the extent permitted by law and except for certain specified matters. The members of the Committee are D. N. Farr (Chair), C. A. H. Boersig, J. B. Bolten, A. F. Golden, R. L. Stephenson, and J. S. Turley. The Committee did not meet in fiscal 2017.
Finance		The Finance Committee advises the Board with respect to the Board’s oversight of the Company’s financial affairs, including long-range financing requirements and strategy, capital structure, dividend and share repurchase policies, short-term investment policy and hedging strategies, and retirement plans, as well as Company charitable contributions and the Emerson Charitable Trust. The members of the Committee are C. A. H. Boersig (Chair), G. A. Flach, A. F. Golden and J. W. Prueher. The Committee met four times in fiscal 2017.

Board and Committee Self-Evaluations

Our Board assesses annually its effectiveness and that of its Committees. All Directors complete a self-evaluation form for the ~~purposes~~Board and for each Committee on which they serve. These forms include numerical ratings for certain key metrics, as well as the opportunity for written comments. The comments provide key insights into the areas Directors believe the Board can

9 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

BOARD AND COMMITTEE OPERATIONS

improve or in which its performance is strong. The self-evaluation results are reported to the full Board, and each Committee is provided with its Committee evaluation results. The Corporate Governance and Nominating Committee oversees the process. Self-evaluation topics include number and length of meetings, topics covered and materials provided, Committee structure and activities, Board composition and expertise, succession planning, Director participation and interaction with management and promotion of ethical behavior. Our Board discusses the results of each annual self-evaluation and, as appropriate, implements enhancements and other modifications identified during the self-evaluation.

Corporate Governance and Nominating Committee

Nomination Process

The Corporate Governance and Nominating Committee regularly reviews the appropriate size and composition of the Board and anticipates vacancies and required expertise. The Committee reviews potential nominees from several sources, including Directors, management, shareholders or others. The Company may retain an independent search firm to assist in identifying and evaluating potential nominees. Ms. Flach, who is standing for election for the first time, was recommended by the search firm and by an independent Director.

In evaluating potential nominees, the Committee considers the knowledge, experience, integrity and judgment of the candidates, their contribution to the diversity of backgrounds, experience and skills on the Board, and their ability to devote sufficient time and effort to their duties as Directors. The Board considers the following experience particularly relevant: manufacturing, global business, in particular in emerging markets and China, business development, technology and innovation, legal, investment banking, acquisitions and finance, government, corporate governance and information technology, as well as experience on the boards of major organizations. The Company’s Corporate Governance Principles set forth the minimum qualifications for nominees. The best candidates are then recommended by the Committee to the Board.

The Board’s policy is to seek the most qualified candidates without regard to race, gender, national origin, religion, disability, age or sexual orientation. However, in evaluating candidates the Committee will consider these diversity criteria. The Board seeks to maintain a balance of perspectives, qualities and skills on the Board to obtain a diversity of viewpoints to better understand the technical, economic, political and social environments in which the Company operates. Existing Board members and outside agencies recommend candidates to further these policy objectives. The Board’s success on these objectives is measured by the range of viewpoints represented on the Board.

The Committee will consider candidates recommended by shareholders if required biographical information is properly submitted as described in “Other Matters—Future Shareholder Proposals and Nominations” at page 62 below. Properly submitted shareholder recommendations are sent to the Committee and will receive the same consideration as others identified to the Committee.

The Company’s Bylaws permit shareholders to nominate Directors at an annual meeting of shareholders or at a special meeting at which Directors are to be elected. The procedures for making such nominations are discussed in “Other Matters—Future Shareholder Proposals and Nominations” beginning on page 62.

Proxy Access

In 2017, the Board amended the Company’s Bylaws to permit up to 20 shareholders owning in the aggregate at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the nominating holders and the nominees satisfy the requirements specified in the Bylaws, including providing the Company with advance notice of the nomination. For more information on how to submit a nominee for inclusion in Company proxy materials pursuant to these provisions, see “Other Matters—Future Shareholder Proposals and Nominations” on page 62 below.

Director Compensation

Processes and Procedures for Determination of Director Compensation

The Corporate Governance and Nominating Committee annually reviews compensation practices for the Company’s Directors and makes recommendations to the Board regarding the form and amount of compensation, for determination by the Board. To assist the Committee in performing these duties, management engages an outside consultant to prepare a director compensation analysis, and to make recommendations. Based on this analysis, management makes recommendations

10 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

BOARD AND COMMITTEE OPERATIONS

regarding Director compensation for the Committee’s consideration. Frederic W. Cook & Co. prepared this analysis for fiscal 2017. No changes were recommended by management or the Committee or made by the Board.

Director Compensation Program

Eachnon-management Director is paid an annual retainer in cash and/or restricted stock or restricted stock units (RSUs), as well as meeting fees and reimbursement of expenses. The Lead Independent Director and each Committee Chair receive an additional cash retainer. Mr. Farr does not receive any additional compensation for service on the Board. In fiscal 2017, the Director compensation program provided for the following payments:


Type		Amount

Annual Cash Retainer		$100,000

Restricted Stock or RSU Retainer		$140,000

Lead Independent Director Retainer		$25,000

Committee Chair Retainers		Audit and Compensation - $20,000 each Finance and Corporate Governance & Nominating - $15,000 each

Meeting Fees		$1,500 for each Board or Committee meeting

Emerson’s Director Stock Ownership Policy requiresnon-management Directors to hold stock equal to five times annual cash compensation. Ournon-management Directors are required to hold all restricted stock and RSUs until retirement. The awards generally do not vest until the last day of a Director’s term after the age of 72, or earlier death, disability or a change of control of the Company. If a Director’s tenure on the Board ends for any other reason, the vesting of the award is at the discretion of the Committee. If the restrictions on the awards do not lapse, the awards are forfeited to the Company. Restricted stock includes both dividend and voting rights. Dividend equivalents are paid on RSUs, which do not have voting rights.

Directors may defer all or a part of their cash compensation under the Company’s Deferred Compensation Plan forNon-Employee Directors. Directors may also defer payment of the dividend equivalents on RSUs. Deferred amounts are credited with interest quarterly at the Bank of America prime rate. Under SEC rules, interest on deferred amounts is considered above-market if the rate of interest exceeds 120% of the applicable federal long-term rate. During fiscal 2017, the applicable prime rate ranged from 3.5% to 4.25%, while 120% of the applicable federal long-term rate ranged from 2.32% to 3.34%. A. F. Golden and R. L. Stephenson participated in this deferral program during fiscal 2017 and above-market earnings on their deferred amounts are set forth in the ~~accompanying Notice~~Director Compensation Table. All deferred amounts are payable in cash.

As part of ~~Annual Meeting~~the Company’s charitable contributions practice, the Company may, in the Board’s discretion, make a charitable contribution in the names of ~~Stockholders. This proxy statement~~Emerson and a Director (including management Directors) upon retirement from the Board (as determined by the Board), taking into account the Director’s Board tenure, accomplishments, and other relevant factors.

The table below sets forthnon-management Director compensation for fiscal 2017.

Director Compensation


Name(1)	Fees Earned or Paid in Cash ($)		Stock Awards ($)(2)(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)		All Other Compensation ($)(5)		Total ($)

C. A. H. Boersig		142,000		139,960		—		10,000		291,960

J. B. Bolten		139,000		139,960		—		5,000		283,960

G. A. Flach		49,166		104,953		—		—		154,119

A. F. Golden		118,000		139,960		22,511		10,000		290,471

W. R. Johnson(6)		83,168		139,960		—		—		223,128

C. Kendle		119,500		139,960		—		—		259,460

M. S. Levatich		128,500		139,960		—		10,000		278,460

J. W. Prueher(7)		127,000		139,960		—		10,000		276,960

R. L. Stephenson		160,667		139,960		12,962		—		313,589

J. S. Turley		144,000		139,960		—		5,000		288,960

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BOARD AND COMMITTEE OPERATIONS

(1)	Mr. Farr is the only management Director and his compensation is set forth in the Summary Compensation Table and related tables. He did not receive any additional compensation for his service as a Director.

(2)

On February 7, 2017 the Directors then in office were awarded 2,248 shares of restricted stock, or RSUs in the case of Dr. Boersig, with a total value of $139,960 ($140,000 divided by the grant date value of Emerson stock, rounded down to the nearest whole share) representing their fiscal 2017 restricted stock award. On May 2, 2017, Ms. Flach was awarded 1,810 shares of restricted stock as her pro rata amount of the fiscal 2017 award. Each amount constitutes the aggregate grant date fair value of restricted stock and RSUs for fiscal 2017 calculated in accordance with FASB ASC Topic 718.

(3)

The total number of shares of restricted stock held by each of thenon-management Directors at September 30, 2017 is:Dr. Boersig-3,450;Mr. Bolten-14,243;Ms. Flach-1,810;Mr. Golden-37,749;Dr. Kendle-9,635;Mr. Levatich-13,074; Adm.Prueher-2,248;Mr. Stephenson-27,859; andMr. Turley-10,907; andDr. Boersig-18,761 RSUs. Mr. Johnson’s restricted stock vested in connection with his resignation, other than a pro rata portion of his February 2017 award for the period after his resignation which was cancelled.

(4)

Includes above-market earnings for fiscal 2017 on cash fees or dividend equivalents that a Director elected to defer as follows: Mr. Golden-$18,511; and Mr. Stephenson-$12,962. Also includes the aggregate increase of $4,000 for Mr. Golden in the actuarial present value of his accumulated pension benefit for fiscal 2017 pursuant to the Company’s Continuing Compensation Plan forNon-Management Directors. Pursuant to applicable regulations, does not include the aggregate decline in actuarial present value of $16,000 for Adm. Prueher. The Continuing Compensation Plan forNon-Management Directors was terminated on June 4, 2002. Messrs. Golden and Prueher remain eligible for such plan because they were Directors prior to termination of the plan. These Directors will, after the later of termination of service or age 72, receive $30,000 annually for life, which was the annual cash retainer in effect on that date. If service terminates because of death, the benefit will be paid to the surviving spouse for five years.

(5)	Includes Company matching contributions under the Company’s charitable matching gifts program which matches charitable gifts of up to $10,000 for all employees and Directors of the Company.

(6)	Mr. Johnson resigned from Emerson’s Board of Directors on May 16, 2017 after nine years of service.

(7)	Admiral Joseph W. Prueher will not be standing for reelection.

Audit Committee

Report of the Audit Committee

The Audit Committee (“Committee”) assists the Board in providing oversight of the systems and procedures relating to the integrity of the Company’s financial statements, the Company’s financial reporting process, its systems of internal accounting, financial and reporting controls, the internal audit process, risk management, the independent audit process of the Company’s annual financial statements, and the ~~enclosed form~~Company’s compliance with legal and regulatory requirements. Management is responsible for these processes.

The Committee reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate and control such exposures. Management has the responsibility for the implementation of ~~proxy are first being sent or made available to stockholders on or about December 9, 2016. Copies of~~these activities. In fulfilling its oversight responsibilities, the ~~Company's 2016 Letter to Shareholders~~Committee reviewed and discussed with management the audited financial statements in the Company’s Annual Report on Form10-K for the fiscal year ended September 30, ~~2016, which together comprise~~2017, including a discussion of the ~~Company's Annual Report to Stockholders, accompany this proxy statement.~~

~~A separate notice~~reviews that our compensation programs, policies and practices do not create risks that are reasonably likely to have a material adverse effect on our business. Please see “Alignment with Shareholder Interests” on page 22 for additional information.

Role of ~~internet availability of such proxy materials is first being sent~~Executive Officers and the Compensation Consultant

Executive Officers

As described in “Compensation Discussion and Analysis — Setting Total Compensation” on page 18, our CEO makes recommendations to ~~our stockholders~~the Committee based on or around December 9, 2016. Stockholders may access these materials and vote over the internet or request delivery of a full set of materials by mail or email. If you receive the separate notice of internet availability of proxy materials, you will not receive a paper or email copymanagement input regarding total compensation of the ~~proxy materials unless you~~other executive officers. Management also develops and presents to the Committee design recommendations for compensation programs.

The Committee has unrestricted access to management and may request ~~one~~the participation of management or the Committee’s independent consultant at any meeting or executive session. Committee meetings are regularly attended by the CEO, except for executive sessions and discussions of his own compensation, by the Vice President-Executive Compensation, who leads some of the discussions regarding the Company’s compensation programs, and the Committee’s independent consultant. The Committee regularly reports to the Board on compensation matters and annually reviews the CEO’s compensation with the Board in executive sessions ofnon-management Directors only.

Compensation Consultant

The Committee has sole discretion, at Company expense, to retain and terminate compensation consultants, independent legal counsel or other advisors, including sole authority to approve their fees and retention terms. Any Committee member may request the participation of independent advisors at any meeting. Management engages Frederic W. Cook & Co., Inc. to assist with executive compensation program design and competitive pay analysis. The Committee reviews this information in determining compensation for the NEOs. The Committee has engaged Exequity LLP as its independent consultant. Exequity reports directly to the Committee and performs services as directed by the Committee. In 2017, Exequity reviewed our comparator group companies, the compensation of our CEO and the other NEOs and a pay for performance analysis. Neither Exequity nor Frederic W. Cook & Co. provides any other services to the Company. See also “Competitive Market Pay Information” on page 18.

Compensation Committee Report

The Compensation Committee of the Board of Directors acts on behalf of the Board to establish and oversee the Company’s executive compensation program in the ~~manner~~interests of the Company and its shareholders. For a discussion of the Compensation Committee’s policies and procedures, see “Compensation” on page 9 and “Compensation Committee” at page 14.

Management of the Company has prepared the Compensation Discussion and Analysis describing the Company’s compensation program for senior executives, including the named executive officers. See “Compensation Discussion and Analysis” beginning on page 16. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis for fiscal 2017 with the Company’s management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement for its 2018 Annual Meeting of Shareholders.

Compensation Committee


R. L. Stephenson, Chair		C. A. H. Boersig		G. A. Flach		M. S. Levatich		J. W. Prueher

14 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

BOARD AND COMMITTEE OPERATIONS

Compensation Committee Interlocks and Insider Participation

The functions and members of the Compensation Committee are set forth above under “Compensation” on page 9. All Committee members are independent and none of the Committee members has served as an officer or employee of the Company or a subsidiary of the Company. During fiscal 2017, no member of the Committee and no other Director was an executive officer of another company on whose compensation committee or board any of our executive officers served.

15 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

EXECUTIVE COMPENSATION

Executive Compensation

Compensation Discussion and Analysis

Executive Summary of Fiscal Year 2017

Fiscal 2017 was a pivotal year for Emerson. The year began with the completion of the Company’s strategic portfolio repositioning plan, which was announced in late fiscal 2015, followed closely by the closing of the acquisition of the Pentair valves and controls business. With our repositioning completed, we reshaped our remaining businesses into two global franchises, Automation Solutions and Commercial and Residential Solutions and restructured our corporate services consistent with the new structure. With this new structure, we focused on strengthening our core businesses, serving our customers in new and innovative ways, increasing revenue and expanding margins, and capitalizing on improving global economic conditions, especially in the markets in which we operate. We also focused on aggressively integrating the valves and controls business to realize the expected synergy gains from the acquisition. The combination of these actions helped lead to Emerson’s return to growth in fiscal 2017, allowing the Company to increase profitability and return significant amounts of cash to shareholders, and positioned Emerson to drive sales, earnings and cash flow growth through the next phase of the economic cycle.

Sales were up 5 percent. Underlying sales were up 1 percent, with acquisitions, primarily valves and controls, adding 4 percent. Earnings per share from continuing operations were $2.54, up 4 percent, including approximately $0.10 for first year acquisition accounting charges relating to valves and controls which deducted 4 percentage points. Excluding the first-year accounting charges related to the acquisition of the valves and controls business, earnings per share from continuing operations were $2.64, up 8 percent. Earnings per share, which includes discontinued operations, were $2.35, a decline of 7% versus $2.52 in 2016. Gross profit margin was 42.0%, a decrease of 1.1 percentage point versus 2016, primarily due to dilution and charges relating to the valves and controls acquisition.

Operating cash flow from continuing operations of $2.7 billion increased 8% from $2.5 billion in 2016. Free cash flow from continuing operations was $2.2 billion, excluding capital expenditures of $476 million, an increase of 8 percent from 2016. The Company returned $1.6 billion of cash to shareholders through dividends and share repurchases. The Company increased its annual dividend for fiscal 2017 to $1.92 per share from $1.90 per share in the prior year—its 61st consecutive year of increased dividends. The first quarter 2018 dividend was increased to $0.485 ($1.94 annual rate).

The Committee believes Emerson’s overall pay for performance philosophy and the primary elements of its compensation program align with the Company’s results described above. Taking into account the successful completion of the strategic repositioning efforts, the acquisition and progress on integrating the valves and controls business and the Company’s financial performance, the Committee’s key executive compensation decisions for fiscal 2017 were as follows:

CEO base salary was flat compared to 2016, with slight increases for the other NEOs reflecting their performance and level of responsibility;

Awarded increased annual cash bonuses to all NEOs, reflecting the significant fiscal 2017 accomplishments described above, with Mr. Farr’s bonus increasing from $1.7 million in 2016 to $2.5 million in 2017 after flat or reduced bonuses each year since 2013;

Awarded performance shares to all NEOs subject to the achievement of financial targets for the three-year performance period ending September 30, 2019; and

Awarded restricted stock to each of the NEOs other than Mr. Farr.

16 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

EXECUTIVE COMPENSATION

Executive Compensation Design

Compensation Objectives and Elements

Emerson’s executive compensation program is designed to support the interests of shareholders by rewarding executives for achievement of the Company’s specific business objectives, such as consistent, sustained growth in earnings per share and cash flow. The fundamental principles underlying the program have not changed:

Rewarding for superior performance rather than creating a sense of entitlement.

Maximizing shareholder value by allocating a significant percentage of compensation to performance based pay that is dependent on achievement of the Company’s performance goals, without encouraging excessive or unnecessary risk taking.

Aligning executive and shareholder interests by providing significant stock-based compensation and expecting executives to hold the stock they earn.

Attracting and retaining talented executives by providing competitive compensation opportunities.

Rewarding overall corporate results while recognizing individual contributions.

Our executive compensation program includes incentive plans that communicate to participants the Company’s critical business values, strategies and performance objectives. These incentives focus efforts on the performance objectives that drive Emerson’s success and encourage career-long commitments to the Company.

The program offers a balanced approach to compensation and consists of the primary components described below. Taken together, we refer to these components as “total compensation.” The mix of compensation components varies for each NEO depending upon the executive’s level of responsibilities, potential, performance and service with the Company. Each of the elements shown below is designed with the overall goal of achieving a high and sustainable level of Company and individual performance. The performance based portion of total compensation generally increases as an executive’s level of responsibilities increases.


Total Compensation Objectives and Elements
Long-Term Stock Compensation

Objectives		Align compensation with shareholder interests, reinforce performance targets, build ownership, and retain and reward key leaders.

Performance Shares		Supports achievement of long-term goals of sustained growth in EPS and free cash flow (operating cash flow less capital expenditures). • The primary long-term compensation element • Awarded annually beginning in FY2016 • Three-year performance period • Payout ranges from0-125% of target

Restricted Stock		Supports succession planning, critical retention and key leadership development efforts. • Awards are highly selective and based on individual performance and potential • No set frequency of awards • Cliff vests no sooner than 3 years and generally5-10 years • In selected cases may provide compensation above the median range

Stock Options		Rewards for stock price appreciation. • Exercise price equal to fair market value at grant • Three-year ratable vesting with10-year term • Larger group of participants; no awards to NEOs in last 2 years
Annual Cash Compensation

Objective		Provides competitive cash compensation targeted to median market range.

Annual Bonus		Rewards achievement of the Company’s annual financial targets and individual performance.

Base Salary		Rewards individual performance and may vary with Company performance

17 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

EXECUTIVE COMPENSATION

Competitive Market Pay Information

The Committee annually reviews the comparator group that it uses to assist it in making compensation decisions. As in prior years, the Committee selected the 23 comparator companies based upon one or more of the following criteria: (1) companies in the primary industry segments in which the Company operates; (2) companies with annual revenues greater than $5 billion; (3) companies with profiles similar to the Company’s based on business complexity, industries or markets served, innovation and technology, customers targeted, investor profiles and global strategy; and (4) companies with which we compete for executive talent. No changes were made to the comparator group in fiscal 2017.

In the comparator group selection process, the Committee used a special study and screening process prepared by Frederic W. Cook & Co. that includes numeric screening criteria (industry classifications, size and scope, and financial metrics) of potential comparator group companies. The appropriate comparator group companies were then determined based on the criteria above.


2017 Comparator Group Companies

Caterpillar	Eaton	Illinois Tool Works	Parker Hannifin	Textron

Cummins	Fluor	Ingersoll Rand	PPG	United Technologies

Danaher	General Dynamics	International Paper	Raytheon	3M

Deere	Goodyear Tire	Lockheed Martin	Schlumberger

DuPont	Honeywell	Northrop Grumman	TE Connectivity

In fiscal 2017 Frederic W. Cook & Co. provided analysis of competitive pay (cash and long-term stock compensation) at the median range for the proxy reported officer positions at the comparator group companies. The Committee’s compensation consultant, Exequity, reviewed the comparator group and the results of the competitive pay analysis provided by Frederic W. Cook and concurred that the comparator group was appropriate and that the NEOs’ compensation is consistent with competitive market practice.

Setting Total Compensation

The Company targets total compensation in the median range of our comparator group, using the competitive pay analysis described above as a frame of reference. Actual pay is dependent on Company and individual performance. The pay decisions are not formulaic and the Committee exercises judgment in making them. This analysis is not used to establish performance goals in the Company’s compensation programs. The Committee also reviews the relative internal compensation relationships between the CEO and the other NEOs. While the Committee monitors these pay relationships, it does not target any specific pay ratios.

For the CEO, the Committee receives and reviews a summary showing all elements of his compensation, including base salary, annual cash bonus, long-term stock compensation, retirement and other benefits and perquisites. The summary shows compensation that may be paid upon voluntary or involuntary termination of employment, retirement, death or disability, or upon a change of control. CEO compensation is also annually reviewed and discussed by thenon-management Directors in executive session.

Each year, management meets with business unit and corporate executives to evaluate the individual performance and leadership potential of our key executives. Our CEO uses these performance and leadership evaluations to develop the individual pay recommendations made to the Committee for the NEOs. The Committee reviews the CEO’s performance evaluations and pay recommendations for the NEOs and sets their compensation. The Committee separately meets in executive session without the CEO to review the CEO’s performance and set his compensation.

The Committee does not set specific financial targets related to cash compensation. The Committee does set performance objectives to establish maximum bonus amounts for compliance with IRC Section 162(m) (see “Regulatory Considerations” at page 24 below).

The Committee noted that shareholders expressed strong support for the Company’s executive compensation program at our 2017 Annual Meeting.

Long-Term Stock Compensation

Our long-term stock compensation consists of three programs: performance shares, restricted stock and stock options. Stock options have not been granted to NEOs since 2015. The Committee makes these awards to the Company’s NEOs and other

18 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

EXECUTIVE COMPENSATION

senior executives based on their: (1) ability to make a significant contribution to the Company’s financial results, (2) level of responsibility, (3) performance and (4) leadership potential. Awards are generally made in November each year, and include confidentiality,non-competition andnon-solicitation obligations.

In setting the target amounts of these awards, the Committee targets total long-term stock compensation in the median range of market total long-term compensation, with more emphasis on performance based equity compensation. The Committee values long-term stock compensation awards based on the fair value at grant. Participants may realize more or less than their targeted compensation depending on Company financial performance and stock price.

We allocate the largest portion of long-term compensation to performance shares, which are the linchpin of the Company’spay-for-performance philosophy and are used to align the interests of participants and shareholders. Performance shares represent the rights to receive shares of our common stock to the extent performance objectives are met. They generally represent approximately45-55% of total compensation and75-90% of long-term stock compensation. A small portion of total long-term compensation may be made in restricted stock for retention, recognition and succession planning. Restricted stock may provide compensation above the median range. See “Long Term Stock Compensation Program Components and Awards” on page 21 for a description of our long-term stock compensation programs and specific award amounts made in fiscal 2017.

Annual Cash Compensation

The Committee targets total annual cash compensation in the median range of market total cash compensation, while placing more emphasis on performance based annual cash bonus than on base salary. Base salary generally represents10-20% of total NEO compensation and bonus generally represents15-25%.

Base Salary. Base salary increases were based on the Committee’s review of the Company’s performance, individual performance and potential, and competitive market compensation. The Committee also considered survey data that indicated that the predicted merit increase, without promotions, for comparable executive positions averaged approximately 3%.

Bonus.As described on page 16 above, the fiscal 2017 bonuses were based on the reshaping of the Company and completion of the strategic repositioning, the Company’s financial performance, and integration of the valves and controls business, as well as the individual performance of each NEO described on pages19-20. The Committee did not assign individual weightings to any of these factors, but rather used them collectively to determine the bonus amounts for fiscal 2017. The determination of individual fiscal 2017 bonus amounts are made in the discretion of the Committee. The bonus amount is subject to the IRC Section 162(m) limitation established by the Committee (see “Regulatory Considerations” on page 24).

See “Annual Cash Compensation Components” on page 20 for specific fiscal 2017 cash compensation decisions.

Fiscal 2017 CEO and NEO Performance

CEO Performance. In determining the appropriate level of total compensation for Mr. Farr, the Committee evaluated the Company’s strong financial performance in fiscal 2017 (summarized on page 16), his reshaping of the Company into two global franchises, the success of the Board-approved strategic repositioning plan, the Company’s return to growth and his critical succession planning leadership, and the retention of Mr. Farr. The Committee noted that Mr. Farr’s 2016 total compensation was below the median range and reviewed alternatives for delivering the appropriate level of total compensation for Mr. Farr, taking into account cash compensation and the value of long-term awards allocable to the current year.

In particular the Committee noted that Mr. Farr successfully led the Company through this pivotal transformational year, including:

Completing the sales of the Network Power and Leroy-Somer and Control Techniques businesses, and the sale of the ClosetMaid business.

Completing the purchase of the Pentair valves and controls business and laying the groundwork for a swift and efficient integration process.

Driving the complex strategic repositioning of the Company’s business portfolio to create two aligned global business platforms, Automation Solutions and Commercial & Residential Solutions.

Navigating a difficult and challenging economic environment to best position Emerson to capitalize on the positive turn in industrial spending in the second half of fiscal 2017.

Continued to drive Emerson’s succession planning process to ensure the early identification and development of future leaders.

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EXECUTIVE COMPENSATION

Continuing to fulfill Emerson’s commitment to creating shareholder value through the Company’s long-standing dividend payment.

Other Named Executive Officer Performance. In setting compensation for the other NEOs, the Committee considered the Company’s strong fiscal 2017 financial performance and the successful strategic repositioning and operational realignment of the Company, as well as Mr. Farr’s evaluation of each NEO. The Committee also evaluated the NEOs based on their frequent interactions with, and presentations to, the Board of Directors. The Committee considered the following accomplishments with respect to the NEOs other than Mr. Farr:

Mr. Monser initiated the integration of the valves and controls business into the Company’s final control business, including sales force, service, operations, supply chain and facility consolidation; implemented and filled all key positions in the new final control organization structure; drove significant improvement in emerging market orders, especially in China; continued to contribute to completion of the strategic repositioning; and served the Company in global leadership positions with a variety of international economic advisory organizations.

Mr. Dellaquila managed financial issues associated with completing the Company’s strategic repositioning, including planning thetax-efficient repatriation of $1.5 billion of divestiture proceeds and operating cash; improved international cash availability; oversaw financial integration and restructuring of the valves and controls business; reduced costs and improved processes associated with risk management, credit administration and capital expenditures; and reduced retirement plan administrative costs.

Mr. Purvis led efforts to improve operational performance, including driving key perfect execution initiatives, implementing cost reduction programs, leading the Company’s restructuring strategy for the repositioned Emerson, and leading design of the new information technology structure.

Mr. Pelch managed succession planning, transition and development of senior leadership positions; managed human resource transition in divested and acquired businesses; launched and integrated the new ONE EMERSON global values messaging; continued improvement in our global safety, diversity and inclusion efforts; and drove efforts to reduce complexity, drive efficiencies, and lower costs in the Company’s global human resources practices, benefit programs and information systems.

For all the NEOs, the Committee made its annual pay decisions for each of the compensation components as outlined below.

Annual Cash Compensation Components

Base salary: In early fiscal 2017, the Committee approved the base salary increases for fiscal 2017 set forth below.


Name	FY 2016 (Rate)		FY 2017 (Rate)		2016-2017 Percentage Increase

D. N. Farr	$	1,300,000	$	1,300,000	—%

E. L. Monser	$	740,000	$	750,000	1.4%

F. J. Dellaquila	$	660,000	$	690,000	4.5%

E. M. Purvis	$	660,000	$	680,000	3.0%

S. J. Pelch	$	435,000	$	460,000	5.7%

Annual bonus: In early fiscal 2018, the Committee determined to make the following annual bonus payments to the NEOs with respect to fiscal 2017 performance.


Name	FY 2016		FY 2017		2016-2017 Percentage Change

D. N. Farr	$	1,700,000	$	2,500,000	47%

E. L. Monser	$	950,000	$	1,150,000	21%

F. J. Dellaquila	$	950,000	$	1,150,000	21%

E. M. Purvis	$	760,000	$	910,000	20%

S. J. Pelch	$	350,000	$	500,000	43%

Mr. Farr’s annual bonus increase follows a decreased bonus in 2016 and flat or reduced bonuses each year since 2013.

20 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

EXECUTIVE COMPENSATION

Long-Term Stock Compensation Program Components and Awards

Performance Shares Program. Beginning in fiscal 2016, the Committee moved to annual performance share awards with a three-year performance period. Dividend equivalents may be paid, but only on earned awards at the end of the performance period. The payout is made primarily in common stock, with a portion paid in cash to cover tax obligations. Awards are subject to a double trigger change of control provision.

2017 Performance Shares Program

In fiscal 2017, Mr. Farr was awarded 150,000 performance shares and each of the other NEOs was awarded 50,000 performance shares, subject to the achievement of the financial targets set forth below.


Item		2017 Performance Shares Program Terms

Performance Period		October 1, 2016 through September 30, 2019

Performance Measures		Earnings per share (EPS) – emphasizes operational performance and drives long-term financial returns for shareholders Free cash flow (operating cash flow less capital expenditures) – emphasizes the importance of free cash flow to dividends, share repurchase and acquisitions

Performance Measure Weightings		60% EPS 40% free cash flow

Maximum Payout		125% on each performance measure, for a maximum 125% payout in the aggregate

Benchmark		Nominal G7 gross domestic product (G7 GDP), reflecting the Company’s global reach and focus

Determination of EPS Performance		2019 EPS is calculated as a percentage of the EPS Target. The EPS target is 2016 EPS multiplied by the compound average annual growth rate in G7 GDP from 2017-2019, plus three percentage points.

Determination of Free Cash Flow Performance		Cumulative free cash flow from 2017-2019 is calculated as a percentage of the free cash flow target. The free cash flow target is the sum of the yearly free cash flow targets from 2017-2019. Each yearly free cash flow target is the prior year target amount, beginning with actual fiscal 2016 free cash flow, multiplied by that year’s annual growth rate in G7 GDP, plus three percentage points.

2013 Performance Shares Program

As previously disclosed, the 2013 performance awards were the last awards made under our prior program design, with a three-year award cycle, four-year performance period, payout of 60% of the earned awards at the end of the performance period and payout of the remaining 40% subject to an additional one year of service. That remaining 40% was paid out at the end of fiscal 2017 and is set forth in the ~~notice.~~Option Exercises and Stock Vested table on page 29.

Performance Measures

The Committee has authority to determine the targets for each program from the various measures set forth in the Company’s Incentive Shares Plans. The measures specified in the 2015 Incentive Shares Plan are: sales, profit, operating profit, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization,pre-tax earnings, earnings, net earnings, any related margins, earnings per share, asset management, cash flow, operating cash flow, free cash flow, days sales outstanding, days payables outstanding, inventory turnover, return on total capital, return on equity, total shareholder return, share price, acquisition and divestiture performance, development and achievement of strategic business objectives, customer satisfaction, new product introductions and performance, cost reductions, manufacturing efficiency, delivery lead time performance, research and development achievements, market share, working capital and geographic expansion. Pursuant to these plans, the Committee may include or exclude from both targets and actual results specified items of an unusual,non-recurring or extraordinary nature. Pursuant to the Company’s incentive shares plans, the Company’s earnings per share and free cash flow will be appropriately adjusted to reflect the repositioning.

Restricted Stock. Restricted stock is designed to retain key executives and future leaders, and participation is highly selective. The Committee views this program as an important management succession planning and retention tool. The objective is to lock in top executives and their potential replacements identified through the succession planning process. Restricted stock provides participants with dividends and voting rights beginning on the award date. There is no set frequency

21 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

EXECUTIVE COMPENSATION

of restricted stock awards, and they are granted with long-term cliff vesting periods of up to ten years and no less than three years.

In early fiscal 2017, the Committee granted shares of restricted stock as follows: E. L.Monser-10,000; F. J.Dellaquila-20,000; E. M.Purvis-10,000; and S. J.Pelch-10,000. Completion of the strategic portfolio repositioning, succession planning for key executive leadership and retention were key considerations.

Stock Options. Stock option awards provide long-term focus and are the primary form of long-term stock compensation for a broader group of key employees. Stock option awards are issued at no less than fair market value on the date of the award and generally vest over a period of three years. We do not pay dividend equivalents on stock options and do not “reprice” awards. No stock option awards have been made to any of the NEOs since 2015.

Mr. Purvis will retire on December 31, 2017. For a discussion of the effect of his retirement on his performance share and restricted stock awards, please see “Description of E. M. Purvis Letter Agreement” on page 34.

Compensation Mix

The combination of performance share awards and annual cash bonus represents performance based compensation of approximately 89% of Mr. Farr’s total compensation for fiscal 2017. Of this performance based compensation, 76% represents long-term performance based compensation in the form of performance shares. For the other NEOs, the combination of the performance shares and annual cash bonus awarded by the Committee represents performance based compensation of approximately68-76% of their total compensation for fiscal 2017, with69-84% of performance based pay consisting of long-term performance based pay. Performance based incentives, weighted significantly towards long-term compensation, reward the NEOs for the achievement of outstanding long-term Company performance, which builds shareholder value. For all of the NEOs, the combination of cash bonus and salary represented only24-38% of total compensation, with the rest in equity. For purposes of these amounts other forms of compensation that are shown in the Summary Compensation Table were not included.

Summary Compensation Table Analysis

The primary components of Mr. Farr’s total compensation for 2017 were essentially flat compared to 2016, except for the increase in bonus as discussed on page 20. Mr. Farr’s total compensation as shown in the Summary Compensation Table also includes an amount for the actuarial change in his pension value. This amount was significantly higher in 2016 compared to 2017 and 2015 as a result of a lower applicable discount rate in 2016, over which the Committee has no control. No changes were made in the method of calculating NEO benefits. The Stock Awards column for fiscal 2015 reflects the full value of a significant restricted stock grant to Mr. Farr for retention purposes related to the Company’s strategic repositioning and succession planning.

Total compensation in the table for the other NEOs for 2017 was comparable to 2016, except for the increase in bonus discussed on page 20. Performance share awards were made to all the NEOs in fiscal 2017 and 2016 under our annual award cycle, and to Mr. Purvis in fiscal 2015 (under the 2013 program) in connection with his promotion. Total compensation for certain NEOs was also impacted by changes in the discount rate used to calculate pension benefits.

Alignment with Shareholder Interests

We believe our balanced executive compensation program, our stock ownership guidelines, stock trading policy, clawback policy and our pledging and anti-hedging policies, align the interests of our executives with shareholders by encouraging long-term superior performance, without encouraging excessive or unnecessary risk taking.

Our long-standing compensation philosophy is a key component of our history of sustainable growth, aligning the interests of participants and shareholders and rewarding each with increased value over the long term. As discussed above, compensation for our senior management is primarily based on performance over a long-term period. Under the performance shares program, relative EPS and free cash flow performance over a minimum of a three-year performance period is required to earn compensation, which drives long-term decision making, discourages adverse risk taking that may occur with year-over-year performance measurements, and rewards for growth over the long term. Our restricted stock awards have long vesting terms that reward participants for increased value over the term. Annual cash amounts are limited and subject to Committee discretion, which discourages short-term risk taking.

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EXECUTIVE COMPENSATION

Other policies that serve to align executive and shareholder interests include the following:


Policy	Description
Stock ownership	Requires NEOs to hold Emerson stock equal to at least a specified multiple of base salary. NEOs generally have 5 years to comply. Emerson NEOs substantially exceeds the guidelines.
		Position	Req. Multiple(1)	Actual(2)
		CEO	5X	119X
		CFO	3X	29X
		Other NEOs	1X	9X to 18X
Stock trading	Requires written permission from CEO and one other senior executive before trading in Emerson stock.
Clawback	Provides that our Board may reduce, cancel, or require recovery of, all or a portion of any executive officer’s annual bonus or long-term incentive compensation if the Board determines that the executive officer has engaged in intentional misconduct leading to a material restatement of the Company’s financial statements. Our 2015 Incentive Shares Plan includes additional clawback provisions.
Hedging	Our hedging policy prohibits executives and Directors from engaging in transactions to hedge or offset value declines in the value of our stock such as short selling, put or call options, forward sale or purchase contracts, equity swaps and exchange funds.
Pledging	Prohibits pledging of Company shares as collateral for a loan by Directors or elected officers.

(1)

Includes share equivalents and shares in retirement accounts and restricted stock.

(2)

Actual multiple based on beneficial ownership, excluding options (see page 57), and share price of $62.84 as of September 30, 2017.

Severance, Executive Termination and Retirement

Emerson does not have employment agreements, severance agreements, or golden parachute agreements with the NEOs. The terms of all executive terminations and retirements are determined by the Committee individually based on specific facts and circumstances, and not on formulaic rules. We follow these general principles:

We do not pay lump sum,non-forfeitable cash severance payments.

As permitted under shareholder-approved plans, departing plan participants, including NEOs, may have additional time to exercise stock options, up to the time permitted in the original grants.

The Committee may allow continuation (without accelerated vesting) of previously granted performance shares, restricted stock awards, which would be paid if and when the Company achieves specified performance targets or time vesting requirements are met.

2Departing executives sign extendednon-competition,non-solicitation and confidentiality agreements, and/or reaffirm existing agreements on these matters. Executives forfeit awards if they breach theirnon-competition,non-solicitation or confidentiality agreements.

The Committee has adopted an Executive Officer Severance Policy which provides that the Company shall not implement individual severance or change of control agreements providing certain benefits (as described in the Policy) to any NEO in excess of 2.99 times the sum of the NEO’s then current base salary and most recent cash bonus without shareholder ratification. The policy is located at www.Emerson.com, Investors, Corporate Governance, Executive Officer Severance Policy.

E. M. Purvis, our Executive Vice President and Chief Operating Officer, announced his retirement effective December 31, 2017, and we entered into a letter agreement with Mr. Purvis which, among other things, reaffirmed and extended his restrictive covenants. Please see “Description of E. M. Purvis Letter Agreement” at page 34 below for a description of his retirement arrangements.

Change of Control

If a change of control occurs, we protect all employees who participate in long-term stock plans, the Savings Investment Restoration Plan and the Pension Restoration Plan as described under “Potential Payments Upon Termination or Change of Control” at page 32 below. Our 2011 Stock Option Plan and 2015 Incentive Shares Plan include a “double trigger” for vesting following a change of control, although stock awards under our prior stock option and incentive shares plans vest upon a change of control. When triggered, we would expect to accelerate vesting of stock awards and pay accrued benefits under the Savings Investment Restoration Plan and the Pension Restoration Plan. We do not credit additional years of service under any plans, or continue medical or other benefits. We do not make additional cash payments related to stock compensation plans. We do not increase payouts to cover payment of taxes and do not provide taxgross-ups.

23 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

EXECUTIVE COMPENSATION

Security and Perquisites

Due to increased security risks inherent in senior executive positions, we provide NEOs with residential security monitoring and personal security as needed. The Company’s security policy and the Board require that the Chairman and CEO use Company aircraft for all travel to promote business efficiency and safety. The Company provides limited personal use of Company aircraft to the other NEOs. All NEOs reimburse the Company at first class rates for personal use. The Company also provides leased cars, club memberships, financial planning and an annual physical. These are long-standing perquisites which assist in retaining and attracting executives and which we believe are similar to those often provided at othersimilarly-sized companies. NEOs and other employees may receive Company tickets for sporting or other events. The Committee reviews these perquisites annually. Total perquisite costs and related information appear in the Summary Compensation Table on page 25. The Company does not provide any reimbursement for taxes on perquisites.

Other Benefits

The NEOs are eligible for Company-provided benefits that are generally available to all other employees, including a qualified 401(k) savings plan, a qualified defined-benefit pension plan, medical, life and disability insurance and a charitable matching gifts program, among others. The defined-benefit pension is beingphased-out but a majority of U.S. employees, including the NEOs, continue to participate. The following additional benefits are also available to the NEOs:

A nonqualified savings plan which allows the NEOs to defer up to 20 percent of cash compensation and continue to receive the Company match after reaching the Internal Revenue Service (IRS) qualified plan limits.

A nonqualified defined-benefit pension plan, which provides benefits based on the qualified plan without regard to IRS limits but does not provide additional credited years of service. Participation is by award and based on the executive’s individual contributions and long-term service to the Company.

Term life insurance coverage.

Regulatory Considerations

IRC Section 162(m) imposes a $1 million limit on the Company’s deductions for compensation paid to any of the NEOs other than the Chief Financial Officer. This limitation does not apply to “qualified performance based” compensation (i.e., compensation paid only if performance meetspre-established objective goals based on performance criteria approved by shareholders). The Company’s incentive compensation plans are generally designed to ensure tax deductibility under Section 162(m). However, time-based restricted stock awards do not qualify under Section 162(m) and the Committee retains the flexibility to design and administer compensation programs that are in the best interests of Emerson and its shareholders.

NEOs bonuses are discretionary, subject to maximum amounts based on the Section 162(m) performance objectives selected by the Committee annually from among the objectives identified in the annual incentive plan. The objectives are not communicated to participants as targets. The 2017 performance objective was earnings per share. Based on fiscal 2017 performance, the maximum amount of bonus that could be paid to each covered NEO was as follows: D. N. Farr-$6.32 million; E. L. Monser-$3.16 million; E. M. Purvis-$2.37 million; and S. J. Pelch-$2.37 million. The Committee may exercise “negative discretion” to reduce the award below these amounts based on an assessment of performance. Our compensation plans also comply with IRC Section 409A for nonqualified deferred compensation arrangements.

In accordance with FASB ASC Topic 718, for financial statement purposes we expense all equity-based awards over the period earned, or subsequently, based upon their estimated grant date fair value, depending on the terms of the award. FASB ASC Topic 718 has not resulted in any significant changes in our compensation program design.

Equity Compensation Grant Practices

The Committee approves all grants of equity compensation to executive officers, as defined in Section 16 of the Exchange Act. All elements of executive officer compensation are reviewed by the Committee annually at its October or November meetings. Generally, equity awards are made at those meetings, but may be made at other meetings. The Committee meeting date, or the next business day if the meeting is on anon-business day, is the grant date for equity awards. The Committee has delegated to the CEO authority to grant stock options (1) to employees other than corporate officers and business unit Presidents, subject to the Committee’s prior approval of the aggregate number awarded, and (2) in connection with retention, promotion and acquisitions, which he uses on an infrequent basis. This delegation of authority does not extend to executive officers or other officers who are subject to the Company’s trading blackout policy.

24 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

Compensation Tables

Summary Compensation Table

The following information relates to compensation received or earned by our Chief Executive Officer, our Chief Financial Officer, and each of our other three most highly compensated executive officers for the last fiscal year (the “named executive officers” or “NEOs”).


Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(4)		All Other Compensation ($)(5)		Total ($)
D. N. Farr		2017		1,300,000		2,500,000		7,736,250		—		526,000		486,278		12,548,528

Chairman of the Board and		2016		1,300,000		1,700,000		7,368,000		—		4,258,000		511,533		15,137,533

Chief Executive Officer(6)		2015		1,300,000		1,800,000		10,335,200		—		1,439,000		439,613		15,313,813


E. L. Monser		2017		750,000		1,150,000		3,094,500		—		162,000		124,171		5,280,671

President		2016		740,000		950,000		2,456,000		—		815,000		133,436		5,094,436

		2015		720,000		1,000,000		—		—		736,000		143,073		2,599,073


F. J. Dellaquila		2017		690,000		1,150,000		3,610,250		—		538,000		108,370		6,096,620

Senior Executive Vice		2016		660,000		950,000		2,456,000		—		1,785,000		115,775		5,966,775

President and Chief		2015		620,000		1,000,000		—		—		898,000		115,678		2,633,678

Financial Officer


E. M. Purvis		2017		680,000		910,000		3,094,500		—		65,000		82,332		4,831,832

Executive Vice President and		2016		660,000		760,000		2,456,000		—		278,000		265,127(7)		4,419,127

Chief Operating Officer(8)		2015		609,562		800,000		833,700		347,700		91,000		304,770(7)		2,986,732


S. J. Pelch		2017		460,000		500,000		3,094,500		—		35,000		65,369		4,154,869

Executive Vice President --		2016		435,000		350,000		3,192,800		—		228,000		126,401(7)		4,332,201

Organization Planning and

Development(8)

(1)	Represent bonus amounts paid after the end of the fiscal year with respect to that fiscal year’s performance.

(2)

The amounts relate to awards of performance shares to all NEOs in 2017 and 2016, performance shares to Mr. Purvis in 2015, restricted stock in 2017 to all NEOs except for Mr. Farr, restricted stock in 2016 to Mr. Pelch and restricted stock to Mr. Farr in 2015. See the Grants of Plan-Based Awards table at page 26 below for information on awards granted in fiscal 2017. The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and do not correspond to the actual value that will be realized by the NEOs. For performance shares awards granted in 2017, the grant date fair values were: Mr. Farr-$7,736,250 and Messrs. Monser, Dellaquila, Purvis and Pelch-$2,578,750. For performance shares awards granted in 2016, the grant date fair values were: Mr. Farr-$7,368,000 and Messrs. Monser, Dellaquila, Purvis and Pelch-$2,456,000. For Mr. Purvis’ performance shares award granted in 2015, the grant date fair value was $833,700. If the maximum payout is earned, the number of performance shares paid out would be 125% for the 2017 awards and 115% for the 2016 and 2015 awards, which would have amounted to the following grant date fair values: for 2017, Mr. Farr-$9,670,313, and Messrs. Monser, Dellaquila, Purvis and Pelch-$3,223,438; for 2016, Mr. Farr-$8,473,200, and Messrs. Monser, Dellaquila, Purvis and Pelch-$2,824,400; and for 2015, Mr. Purvis-$958,755. See Note 15 to the Company’s fiscal 2017 financial statements in the Company’s Annual Report on Form10-K for a discussion of the determination of these amounts under FASB ASC Topic 718.

(3)

The amounts relate to awards made in the fiscal year and reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and do not correspond to the actual amount that will be realized upon exercise by the NEOs. See Note 15 to the Company’s fiscal 2017 financial statements in the Company’s Annual Report onForm 10-K for a discussion of the determination of these amounts under FASB ASC Topic 718.

(4)	For each year, includes the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under the Company’s defined benefit pension plans. For fiscal 2016, almost 70% of the increase for Mr. Farr resulted from a

25 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

decrease in the applicable discount rate in that year, and for Messrs. Monser and Dellaquila, approximately 50% of the increase resulted from a lower discount rate. In none of the fiscal years were changes made in the method of calculating plan benefits for the NEOs.

(5)	Includes the following amounts for 2017:


Name	Perquisites (a)		Savings Plan (b)		Life Insurance (c)		Total (d)
D. N. Farr	$	390,641	$	75,000	$	20,637	$	486,278
E. L. Monser	$	48,219	$	42,490	$	33,462	$	124,171
F. J. Dellaquila	$	47,823	$	40,969	$	19,578	$	108,370
E. M. Purvis	$	29,148	$	35,979	$	17,205	$	82,332
S. J. Pelch	$	38,733	$	20,224	$	6,412	$	65,369

(a)

The perquisites provided are: tax and financial planning, leased Company car, club fees, annual physical, tickets for sporting or other events and costs related to personal security provided to each of the NEOs under the Company’s security program. The Company’s security program and the Board of Directors require that the Chairman and Chief Executive Officer use Company aircraft for all business and personal air travel. Mr. Farr reimburses the Company for personal air travel at first class rates. The Company also provides limited personal use of Company aircraft outside of the security program to the other NEOs, who also provide such reimbursement. Amounts for personal use of Company aircraft represent the incremental cost to the Company, calculated based on the variable operating costs per hour of operation, which include fuel costs, maintenance, and associated travel costs for the crew, less reimbursements. For Mr. Farr, the incremental amount of personal use of Company aircraft was $307,057, which is included in the perquisites amount above.

(b)

Contributions by the Company for the NEOs to the Company’s retirement savings plans.

(c)

Premiums paid by the Company on behalf of the NEOs for term life insurance.

(d)

None of these amounts were grossed up for taxes.

(6)	Mr. Farr does not receive any separate compensation for his service as a Director.

(7)	Includes payments of $175,000 in each of 2015 and 2016 for Mr. Purvis and $62,500 in 2016 for Mr. Pelch, respectively, under retention awards made prior to becoming NEOs.

(8)	Mr. Purvis will retire effective December 31, 2017. Please see “Description of E. M. Purvis Letter Agreement” at page 34 for a description of his retirement arrangements. Mr. Pelch will become Chief Operating Officer as of that date.

Grants of Plan-Based Awards

The following table provides information about equity awards granted to the NEOs in fiscal 2017.


			Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)(2)		All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Grant Date		Threshold (#)		Target (#)(1)		Maximum (#)(1)					Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(3)


D. N. Farr		11/1/2016		N/A		150,000		187,500						7,736,250

E. L. Monser		11/1/2016		N/A		50,000		62,500						2,578,750

		11/1/2016								10,000				515,750

F. J. Dellaquila		11/1/2016		N/A		50,000		62,500						2,578,750

		11/1/2016								20,000				1,031,500

E. M. Purvis(4)		11/1/2016		N/A		50,000		62,500						2,578,750

		11/1/2016								10,000				515,750

S. J. Pelch		11/1/2016		N/A		50,000		62,500						2,578,750

		11/1/2016								10,000				515,750

(1)	Includes performance shares awards granted in November 2016 under the 2017 performance shares program (under our 2015 Incentive Shares Plan). See “Performance Shares Program” at page 21 above for additional detail regarding the program, performance shares and how shares are earned.

26 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

(2)

Includes restricted stock granted in fiscal 2017 under the 2015 Incentive Shares Plan which cliff vests after 3 years, for Messrs. Monser and Purvis, and 5 years, for Messrs. Dellaquila and Pelch, respectively, from the date of grant. Please see “Restricted Stock” at page 21 above for additional information regarding restricted stock awards.

(3)

Includes the grant date fair value of awards of restricted stock and performance shares computed in accordance with FASB ASC Topic 718, applying the same valuation model and assumptions applied for financial reporting purposes. These amounts do not correspond to the actual value that will be realized by the NEOs. For performance awards, the grant date fair value included assumes the target award is earned. Amounts expensed for performance share awards in the Company’s financial statements during the performance period reflect the grant date fair value of the award expensed over the performance period, adjusted to current value each year, which varies depending upon stock price and the probability that targets will be reached, and therefore will generally not be equal to the grant date fair value reported above. For restricted stock, the aggregate amount that the Company would expense in its yearly financial statements over the vesting period is equal to the grant date fair value reported above. See Note 15 to the Company’s fiscal 2017 financial statements in the Company’s Annual Report on Form10-K for a discussion of the determination of these amounts.

(4)

Mr. Purvis will retire as of December 31, 2017. Under his letter agreement and subject to compliance with restrictive covenants, Mr. Purvis will continue to vest in his restricted stock awards and he will be eligible to receive a payout of any earned award under the 2016 and 2017 performance shares programs, subject to the Company’s achievement of the performance objectives. Please see “Description of E. M. Purvis Letter Agreement” at page 34 below for a description of Mr. Purvis’ letter agreement.

Outstanding Equity Awards at FiscalYear-End

The following table provides holdings of stock options, performance shares and restricted stock by our NEOs at the end of fiscal 2017, including unexercised stock options, unvested restricted stock and performance shares with performance conditions or service requirements that had not yet been satisfied.


	Option Awards										Stock Awards
Name	Date of Award		Number of Securities Underlying Unexercised Options (#) Exercisable (1)		Number of Securities Underlying Unexercised Options (#) Unexercisable (1)		Option Exercise Price ($)		Option Expiration Date		Date of Award		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3)
D. N. Farr		10/4/10		250,000				53.3100		10/4/2020		(2)		340,000(2)		21,365,600
		10/1/13		200,000				65.0700		10/1/2023		11/3/15						150,000(4)		9,426,000
												11/1/16						150,000(5)		9,426,000

E. L. Monser(6)		10/4/10		130,000				53.3100		10/1/2020		(2)		10,000(2)		628,400
		10/1/13		120,000				65.0700		10/1/2023		11/3/15						50,000(4)		3,142,000
												11/1/16						50,000(5)		3,142,000

F. J. Dellaquila		2/19/09		15,000				30.0250		2/19/2019		(2)		60,000(2)		3,770,400
		10/4/10		95,000				53.3100		10/4/2020		11/3/15						50,000(4)		3,142,000
		10/1/13		100,000				65.0700		10/1/2023		11/1/16						50,000(5)		3,142,000

E. M. Purvis(7)		5/6/08		10,000				55.3200		5/6/2018		(2)		40,000(2)		2,513,600
		10/4/10		40,000				53.3100		10/4/2020		11/3/15						50,000(4)		3,142,000
		10/1/13		40,000				65.0700		10/1/2023		11/1/16						50,000(5)		3,142,000
		2/2/15		20,000		10,000		58.9700		2/2/2025

S. J. Pelch		2/19/09		3,200				30.0250		2/19/2019		(2)		35,000(2)		2,199,400
		10/4/10		15,000				53.3100		10/4/2020		11/3/15						50,000(4)		3,142,000
		10/1/13		15,000				65.0700		10/1/2023		11/1/16						50,000(5)		3,142,000

27 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

(1)	The options become exercisable in three equal annual installments beginning one year after the date of grant.

(2)	Consists of restricted stock which vests as follows:


Name	Number of Shares	Vesting Term (in years)	Grant Date	Vesting Date
D. N. Farr	80,000	6	10/3/2011	10/3/2017
	60,000	3	11/4/2014	11/4/2017
	100,000	10	10/7/2008	10/7/2018
	100,000	5	11/4/2014	11/4/2019
E. L. Monser	10,000	3	11/1/2016	11/1/2019
F. J. Dellaquila	10,000	10	10/7/2008	10/7/2018
	20,000	10	10/5/2009	10/5/2019
	10,000	8	10/1/2013	10/1/2021
	20,000	5	11/1/2016	11/1/2021
E. M. Purvis(7)	20,000	10	10/1/2007	10/1/2017
	10,000	3	11/1/2016	11/1/2019
	10,000	10	10/3/2011	10/3/2021
S. J. Pelch	10,000	5	11/1/2016	11/1/2021
	10,000	10	10/1/2013	10/1/2023
	15,000	10	11/3/2015	11/3/2025

(3)	Based on the closing market price of the Company’s common stock of $62.84 on September 30, 2017.

(4)

Consists of performance share awards granted in fiscal 2016 under the 2016 performance shares program (under our 2015 Incentive Shares Plan), subject to performance goals for the period ending September 30, 2018. The target number of shares that can be earned under these awards are shown in this column. Participants can earn up to 115% of the target. See “Performance Shares Program” at pages 21 above for additional information regarding the program.

(5)

Consists of performance share awards granted in fiscal 2017 under the 2017 performance shares program (under our 2015 Incentive Shares Plan), subject to performance goals for the period ending September 30, 2019. The target number of shares that can be earned under these awards are shown in this column. Participants can earn up to 125% of the target.

(6)

Except for the awards of restricted stock and performance shares in November 2015 and November 2016, the economic interests inone-half of such awards were transferred to Mr. Monser’sex-wife in fiscal 2015 pursuant to a domestic relations order and are held by Mr. Monser for her benefit. Upon vesting, the full amount of any such earned award will be shown in the Option Exercises and Stock Vested table.

(7)

Mr. Purvis will retire as of December 31, 2017. Under his letter agreement and subject to compliance with restrictive covenants, Mr. Purvis’ unvested options as of his retirement date will vest, and all vested options will remain exercisable for five years following his retirement, but no longer than the original expiration date. Mr. Purvis will continue to vest in his restricted stock and he will be eligible to receive a payout of any earned awards under the 2016 and 2017 performance shares programs, subject to the achievement of the performance objectives. Please see “Description of E. M. Purvis Letter Agreement” at page 34 below for a description of Mr. Purvis’ letter agreement.

28 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

Option Exercises and Stock Vested

The following table provides the number of shares acquired and value realized upon vesting for our NEOs in fiscal 2017 for stock option exercises and the vesting of restricted stock and the remaining 40% portion of the earned 2013 performance share awards on September 30, 2017.


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)(4)
D. N. Farr		190,713		1,886,431		163,400	(2)		10,262,337
E. L. Monser(5)		180,000		2,780,500		58,480	(2)		3,672,836
						5,000	(3)		269,100
F. J. Dellaquila		15,000		137,025		44,720	(2)		2,808,640
						15,000	(3)		807,300
E. M. Purvis		15,000		137,025		34,400	(2)		2,160,492
S. J. Pelch		8,000		73,680		8,944	(2)		561,728

(1)	Represents the difference between the option exercise price and the average of the high and low market prices for the Company’s common stock on the day of exercise.

(2)	Represents the vesting of 40% of the earned amount of the performance shares granted under the 2013 performance shares program on September 30, 2017.

(3)	Represents the vesting of restricted stock with 5 year vesting terms.

(4)

Values realized for performance shares earned are based on the average of the high and low market prices ($62.805) on September 30, 2017, the date of vesting. Values realized for restricted stock are based on the average of the high and low market prices ($53.82) on October 3, 2016, the date of vesting.

(5)	The economic interests inone-half of these awards were previously transferred to Mr. Monser’sex-wife in fiscal 2015 and were held for her benefit. See footnote (6) to the Outstanding Equity Awards at Fiscal Year End table.

Pension Benefits

Below is information on the pension benefits for the NEOs under each of the following pension plans.

Emerson Retirement Plan

The Emerson Electric Co. Retirement Plan is atax-qualified retirement program that covered approximately 60,000 participants on September 30, 2017, including the NEOs. Plan benefits are based primarily on a formula that considers the highest consecutive five-year average of the executive’s annual cash earnings, base salary plus bonus (final average earnings), not to exceed theIRS-prescribed limit applicable totax-qualified plans ($265,000 for fiscal 2017).

The plan provides an annual benefit accrual for each year of service of 1.0% of final average earnings up to “covered compensation” and 1.5% of final average earnings in excess of “covered compensation,” limited to 35 years of service. When the employee has attained 35 years of service, the annual accrual is 1.0% of final average earnings. “Covered compensation” is based on the average of Social Security taxable wage bases, and varies per individual based on Social Security retirement age. A small portion of the accrued benefits payable from the plan for Messrs. Farr, Pelch and Purvis includes benefits determined under different but lesser pension formulas for periods of prior service at Company business units.

The accumulated benefit that an employee earns over his or her career with the Company is payable upon retirement as a monthly annuity for life with a guaranteed minimum term of five years. The normal retirement age for this plan is 65. Employees who have attained age 55 and 10 years of service are eligible to retire early under the plan. As of September 30, 2017, Messrs. Farr, Monser, Dellaquila and Purvis are eligible for early retirement. If an employee retires before age 65, the accrued benefit is reduced for the number of years prior to age 65 that the benefit commences (4% for each of the first 5 years that retirement precedes age 65, and 5% for each additional year). Employees vest in their accrued benefit after 5 years of service. The plan provides for spousal joint and survivor annuity options. No employee contributions are required.

29 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

Benefits under the plan are subject to the limitations under IRC Section 415, which in fiscal 2017 is $215,000 per year for a single life annuity payable at anIRS-prescribed retirement age. This limitation may be actuarially adjusted in accordance with IRS rules for items such as other forms of distribution and different annuity starting dates.

Emerson Pension Restoration Plan

The Emerson Electric Co. Pension Restoration Plan is anon-qualified plan that is an unfunded obligation of the Company. Benefits are payable from the Company’s general operating funds. Participation in, and benefits payable from, the plan are by award, subject to Compensation Committee approval. A participant who terminates employment with a vested retirement benefit will receive at age 65 or later termination of employment a benefit based on the same final average earnings formula as described above for the Emerson Retirement Plan, for all years of service at Emerson, and not subject to theIRS-prescribed limitations on benefits and compensation applicable to the Emerson Retirement Plan. The benefit payable from the Pension Restoration Plan is reduced by the benefit received from the Emerson Retirement Plan. Benefits payable from the Pension Restoration Plan are generally payable as a monthly annuity for life with a guaranteed minimum term of five years, provided that in certain circumstances a participant or a participant’s beneficiary may be eligible to receive a lump sum payment. If an NEO is terminated for cause or engages in actions that adversely affect the Company, the benefits may be forfeited. No pension benefits were paid to any of the NEOs during fiscal 2017.

The amounts reported in the table below equal the present value of the accumulated benefit at September 30, 2017 for the NEOs under each plan based upon the assumptions described in footnote (2).

Pension Benefits


Name	Plan Name	Number Of Years Credited Service (#)(1)		Present Value of Accumulated Benefit ($)(2)		Payments During Last Fiscal Year ($)

D. N. Farr	Emerson Electric Co. Retirement Plan Emerson Electric Co. Pension Restoration Plan		37 37		$1,620,000 $23,581,000		— —

E. L. Monser	Emerson Electric Co. Retirement Plan Emerson Electric Co. Pension Restoration Plan		16 16		$772,000 $4,519,000		— —

F. J. Dellaquila	Emerson Electric Co. Retirement Plan Emerson Electric Co. Pension Restoration Plan		26 26		$1,097,000 $6,009,000		— —

E. M. Purvis(3)	Emerson Electric Co. Retirement Plan		34		$1,414,000		—

S. J. Pelch	Emerson Electric Co. Retirement Plan		31		$924,000		—

(1)

The number of years of service credited under the plans is computed as of the same pension plan measurement date used for financial statement reporting purposes with respect to the Company’s financial statements for the last completed fiscal year. Mr. Monser has 36 years of service with the Company, but only 16 years of credited service under the Retirement Plan as he previously participated in a subsidiary profit sharing plan.

(2)

The accumulated benefit is based on service and earnings under the plans through September 30, 2017. The present value has been calculated assuming the accumulated benefit as of September 30, 2017 commences at age 65, or current age if older, under the stated form of annuity. In addition, the present value of the Emerson Pension Restoration Plan benefit assumes that the NEO will remain in service until age 65. Except for the assumption that the NEOs remain in service through age 65, the present value is based on the assumptions described in Note 11 to the Company’s fiscal year 2017 financial statements in the Company’s Annual Report on Form10-K. Specifically, the discount rate assumption is a weighted average of 3.76% for both plans, and the post-retirement mortality assumption is based on theRP-2014 Mortality Table with future mortality improvements.

(3)	Mr. Purvis will retire effective December 31, 2017. In connection with his retirement, he was awarded participation in the Pension Restoration Plan. Please see “Description of E. M. Purvis Letter Agreement” at page 34 for a description of his retirement arrangements.

30 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

Nonqualified Deferred Compensation

The Emerson Electric Co. Savings Investment Restoration Plan (“Savings Investment Restoration Plan”) is a nonqualified, unfunded defined contribution plan. The plan provides benefits that would have been provided under the Emerson Electric Co. Employee Savings Investment Plan, the Company’s qualified 401(k) plan (the “ESIP”), but could not be provided due to IRC qualified plan compensation limits.

Participants in the Savings Investment Restoration Plan are designated by the Compensation Committee. Participants may defer up to 20% of compensation and the Company will make matching contributions for participants who defer at least 5% of compensation in an amount equal to 50% of the first 5% of those deferrals (not to exceed 2.5% of compensation less the maximum matching amount the participant could have received under the ESIP). Compensation generally includes cash pay (base salary and annual bonus) received by a participant, including employee ESIP contributions, and excludes any reimbursements, awards or other payments under equity compensation plans, stock option gains, any severance payments and other incentive payments. Amounts deferred under the plan are 100% vested and will be credited with returns based on the same investment alternatives selected by the participant under the ESIP, which include an Emerson common stock fund and more than 20 other mutual fund investment alternatives. The Company matching contributions vest 20% each year for the first 5 years of service, after which the participant is 100% vested in all contributions. The matching contributions are credited to a book-entry account reflecting units equivalent to Emerson stock. There are no “above-market earnings” as all earnings are market-based consistent with the investment funds elected. All deferred amounts and Company matching contributions are accounted for on the Company’s financial statements and are unfunded obligations of the Company and paid in cash when benefit payments commence.

Generally, distribution of vested account balances occurs in a lump sum no later than one year following termination of employment. Upon retirement, or in other certain instances, participants may receive their account balances in up to ten equal annual installments, if previously elected. Unvested matching contributions become fully vested upon (i) retirement with Compensation Committee approval on or after the age of 55, (ii) death or disability, (iii) termination of the plan, or (iv) a change of control of the Company. All or a portion of any participant’s vested account balance may be distributed earlier in the event of an unforeseeable emergency, if approved by the Compensation Committee. For amounts deferred or vested as of December 31, 2004, a participant may receive a distribution ofafter-tax deferrals upon 30 days’ notice.

Nonqualified Deferred Compensation


Name	Executive Contributions in Last FY ($)(1)		Registrant Contributions in Last FY ($)(1)		Aggregate Earnings in Last FY ($)(2)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(1)(3)
D. N. Farr		240,000		67,050		1,654,562		—		10,653,016
E. L. Monser		135,967		34,740		432,354		—		3,265,764
F. J. Dellaquila		158,988		33,019		228,164		—		3,728,241
E. M. Purvis		143,917		28,029		131,359		—		1,151,189
S. J. Pelch		89,097		15,057		149,197		—		941,148

(1)	Includes amounts contributed by each NEO and by the Company, respectively, to the Savings Investment Restoration Plan. NEO and Company contributions in the last fiscal year have been included in the Salary and All Other Compensation columns, respectively, of the Summary Compensation Table.

(2)	Aggregate earnings under the plan are not above-market and are not included in the Summary Compensation Table.

(3)

Includes amounts reported as compensation for the NEOs in the Summary Compensation Table for prior years. The following aggregate amounts of NEO and Company contributions were included in the Summary Compensation Table for fiscal 2016 and 2015, respectively (with the Company portion of the aggregate amount in parentheses): Mr. Farr-$317,549 ($69,550), $252,325 ($69,700); Mr. Monser-$174,845 ($35,712), $171,662 ($34,929); Mr. Dellaquila-$199,341 ($33,508), $199,649 $(31,429); Mr. Purvis-$174,497 ($28,539);$144,596 ($22,679). For Mr. Pelch, the amounts for 2016 were $76,567 ($14,901). For prior years, all amounts contributed by an NEO and by the Company have been reported in the Summary Compensation Table in our previously filed proxy statements in the year earned, to the extent the NEO was named in such proxy statements and the amounts were required to be reported in such tables.

31 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

Potential Payments Upon Termination or Change of Control

As described above, the NEOs do not have any written or oral employment agreements with the Company and have no other agreements that contain severance or “golden parachute” provisions. As described on page 34, the terms and conditions of Mr. Purvis’ retirement are set forth in a letter agreement.

The information below generally describes payments or benefits under the Company’s compensation plans and arrangements that would be available to all participants in the plans, including the NEOs, in the event of the participant’s termination of employment or of a Change of Control of the Company. Any such payments or benefits that an NEO has elected to defer would be provided in accordance with IRC Section 409A. Payments or benefits under other plans and arrangements that are generally available to the Company’s employees on similar terms are not described.

Conditions and Obligations Applicable to Receipt of Termination/Change of Control Payments

In the event of any termination or Change of Control, all executives participating in stock options, performance shares, restricted stock or the Pension Restoration Plan have the following obligations to the Company.

Stock Options. NEOsare obligated to keep Company information confidential, assign to the Company intellectual property rights, and, during and for one year after termination, not compete with, or solicit the employees of, the Company.

Performance Shares and Restricted Stock. NEOs are obligated not to compete with, or solicit the employees of, the Company during and for two years after termination.

Pension Restoration Plan. If an NEO is discharged for cause, enters into competition with the Company, interferes with the Company’s relations with a customer, or engages in any activity that would result in a decrease in sales by the Company, the NEO’s rights to benefits under the Plan will be forfeited, unless the Compensation Committee determines that the activity is not detrimental to the Company.

Additionally, upon retirement or involuntary termination, NEOs generally execute letter agreements reaffirming their applicable confidentiality,non-competition andnon-solicitation obligations and may enter into extendednon-competition agreements.

Payments Made Upon Retirement

Upon retirement, the Company’s compensation plans and arrangements provide as follows:

The Compensation Committee has the discretion to determine whether any annual cash bonus award would be paid, subject to satisfaction ofpre-established performance conditions;

Upon retirement, as determined by the Compensation Committee, all unvested stock options held for at least 12 months before retirement would vest, and all unexercised options could be exercised for a period of five years after retirement, up to the original option term;

Upon retirement after age 65, the NEOs would receive a prorated payout of performance shares, as reasonably determined by the Compensation Committee, subject to satisfaction ofpre-established performance conditions, to be paid after the applicable performance period. Before age 65, the Compensation Committee has the discretion to determine whether the NEOs would receive a prorated, other or no payout of performance shares, which payout would be made after the performance period, subject to the satisfaction of performance conditions;

The Compensation Committee has the discretion to determine whether to allow the NEOs to continue to vest in restricted stock following retirement, or to reduce the vesting period to not less than three years;

If not previously vested, the NEOs would be vested in Company contributions to the Savings Investment Restoration Plan if retirement occurs with the approval of the Compensation Committee on or after age 55; and

Under the Company’s Pension Restoration Plan, an NEO’s benefit commences after age 65 or later retirement and is paid as a monthly annuity, or a lump sum if elected.

Payments Made Upon Death or Disability

Upon death or total disability, the Company’s compensation plans and arrangements provide as follows:

The Compensation Committee has the discretion to determine whether any annual cash bonus award would be paid, subject to satisfaction ofpre-established performance conditions;

32 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

All unvested stock options would vest immediately, and be exercisable for a period of one year, up to the original option term;

The Compensation Committee has the discretion to determine whether the NEOs would receive full, partial or no payout of performance shares, subject to satisfaction ofpre-established performance conditions;

Restricted stock will be prorated for years of service during the vesting period and distributed free of restriction at the end of the vesting period, with Compensation Committee discretion to reduce the vesting period to not less than three years;

If not previously vested, the NEOs would vest in Company contributions to the Savings Investment Restoration Plan;

Upon the death of an NEO participating in the Pension Restoration Plan, the surviving spouse would receive, in the form of a monthly annuity payment commencing at the NEO’s earliest retirement date, 50% of the actuarially equivalent accrued benefit. The estate of a single person who dies while employed will receive a lump sum benefit as of the date of death which is actuarially equivalent to the annuity that the surviving spouse of a married person would have received. Upon termination due to disability, benefits would start the later of when the NEO reaches age 65 or termination, and be paid in the form of a monthly annuity or a lump sum distribution; and

Upon an NEO’s death, the beneficiaries would receive proceeds from Company provided term life insurance.

Payments Made Upon Other Termination

If an NEO’s employment terminates for any other reason (i.e., voluntary termination, termination for cause or involuntary termination), he or she would only receive:

Payment of the vested portion of the NEO’s Savings Investment Restoration Plan account, in a single lump sum after termination.

Under the Company’s compensation plans and arrangements, the Compensation Committee may also, in its discretion, determine whether to provide any additional payments or benefits to the NEO. This exercise of discretion is unlikely to result in any additional benefits in the case of voluntary quit or termination for cause. This includes the discretion to:

Determine whether any annual cash bonus award would be paid, subject to satisfaction ofpre-established performance conditions;

If termination occurs with Company consent, the Compensation Committee may allow the NEO up to three months after termination, up to the original option term, to exercise vested stock options;

Determine whether the NEO would receive full, partial or no payout of performance shares, subject to satisfaction ofpre-established performance conditions;

Determine whether to allow the NEO to continue to vest in restricted stock, or to reduce the vesting period to not less than three years; and

Determine whether an NEO terminated for cause or for engaging in actions that adversely affect the Company will forfeit the right to receive vested benefits under the Pension Restoration Plan starting after the later of age 65 or termination, paid in the form of a monthly annuity or a lump sum distribution.

Payments Made Upon Change of Control

Upon a Change of Control, the Company’s compensation plans and arrangements provide as follows:

Annual cash bonus awards are not paid;

All unvested stock options become fully exercisable if either the options have not been appropriately assumed by the acquiror, or within two years after the change of control, the optionee is involuntarily terminated other than for cause, the optionee’s title, duties or responsibilities are adversely changed, or the optionee is required to relocate;

Performance objectives of outstanding performance shares awards would be deemed satisfied, with payout made immediately. For performance shares granted under the shareholder approved 2015 Incentive Shares Plan, performance objectives would be deemed satisfied at the highest level provided for in the award, if a “double trigger” event occurs, meaning that in connection with a change of control (a) the award has not been appropriately assumed

33 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES

or an equivalent award substituted by the acquiror, (b) cash is the primary form of consideration paid to shareholders, or (c) following the change of control, the holder is involuntarily terminated other than for cause, or within two years after the change of control, the holder’s title, duties or responsibilities are adversely changed, or the holder is required to relocate by more than 50 miles;

All restricted stock awarded under the 2006 Incentive Shares Plan would vest immediately. Restricted stock and restricted stock units awarded under the 2015 Incentive Shares Plan would vest immediately if a “double trigger” event (as defined above) occurs;

The NEO would vested in all unvested Company contributions to the Savings Investment Restoration Plan, and the vested amount would be paid in a single lump sum; and

An NEO participating in the Pension Restoration Plan would become fully vested and could elect immediate payment in the form of a lump sum or a life annuity. In early fiscal 2016, for benefits accruing after 2004, the Plan was amended to conform the assumptions used in calculating lump sums payable to the assumptions used by the Company to accrue liabilities with respect to U.S. retirement plans for financial reporting purposes, as set forth in the Company’s Annual Report on Form10-K.

“Change of Control” Definition

“Change of Control” generally means: (i) the acquisition of beneficial ownership of 20% or more of the Company’s common stock, (ii) individuals who currently make up the Company’s Board of Directors (or who subsequently become Directors after being approved for election by at least a majority of current Directors) ceasing to make up at least a majority of the Board, or (iii) approval by the Company’s shareholders of (a) a reorganization, merger or consolidation which results in the ownership of 50% or more of the Company’s common stock by persons or entities that were not previously shareholders; (b) a liquidation or dissolution of the Company; or (c) the sale of substantially all of the Company’s assets. With respect to participants who have deferred payment of earned awards under the 2006 Incentive Shares Plan, and as provided for in the 2015 Incentive Shares Plan, the Change of Control must also meet the requirements of IRC Section 409A and any transaction referenced in (iii) above must have actually occurred, rather than merely have been approved. With respect to the Company’s Pension Restoration Plan and Savings Investment Restoration Plan, a Change of Control refers to a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, as such terms are defined under IRC Section 409A and the regulations promulgated thereunder.

Description of E. M. Purvis Letter Agreement

E. M. Purvis has announced that he will retire on December 31, 2017. On November 8, 2017, the Company and Mr. Purvis entered into a letter agreement in connection with his retirement. Under the letter agreement, Mr. Purvis agrees, among other things: (i) not to compete with, or solicit to hire the employees of, the Company or any of its affiliates during a period of five years from his date of resignation; (ii) not to use or disclose any confidential information of the Company; (iii) to reaffirm all existingnon-compete, invention,non-disclosure andnon-solicitation obligations he has to the Company and (iv) comply withnon-disparagement obligations. Mr. Purvis will also release and discharge the Company, its affiliates, and its and their respective directors, officers, employees and agents from any and all claims or liability of whatever nature, and will remain subject to the Company’s clawback policy.

Mr. Purvis will remain eligible to receive a full payout of any earned award under the 2016 and 2017 performance shares programs, subject to the Company’s achievement of the performance objectives. Mr. Purvis’ unvested options held as of his retirement will vest, and all vested options will remain exercisable for five years following retirement, but no longer than the original term of each option. In addition, Mr. Purvis’ restricted stock awards will continue to vest in accordance with their terms. Please see the “Outstanding Equity Awards Table” at page 27 above for more information on these awards. The intrinsic value of his unvested options as September 30, 2017 was $38,700.

Mr. Purvis will be eligible to receive monthly pension benefits earned under the Company’s qualified pension plan. Mr. Purvis was awarded participation in the Company’snon-qualified pension under which he will be eligible at age 65 to receive monthly benefits of approximately $49,000, depending on the form of annuity election and pursuant to the terms and conditions of the plan. He will also be eligible to receive distributions from the Company’s qualified andnon-qualified 401(k) retirement savings plans.

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COMPENSATION TABLES

If Mr. Purvis violates any of his obligations to the Company under the letter agreement, he will forfeit all payments to be made or benefits provided under the letter agreement, and will repay to the Company, as liquidated damages,one-half of the economic value of all benefits provided to him under the letter agreement prior to the date of breach.

Quantification of Payments and Benefits

The following tables quantify the potential payments and benefits upon termination or a Change of Control of the Company for each of the NEOs, assuming the NEO’s employment terminated on September 30, 2017, given the NEO’s compensation and service level as of that date and, if applicable, based on the Company’s closing stock price of $62.84 on that date. Other assumptions made with respect to specific payments or benefits are set forth in applicable footnotes to the tables. See “Description of E. M. Purvis Letter Agreement” above for a description of the Mr. Purvis’ retirement arrangements. Due to the number of factors that affect the nature and amount of any payments or benefits provided upon a termination or Change of Control, including, but not limited to, the date of any such event, the Company’s stock price and the NEO’s, any actual amounts paid or distributed may be different. None of the payments set forth below would begrossed-up for taxes.



D. N. Farr
Executive Benefits and Payments Upon Termination	Retirement($)			Death($)			Disability($)			Voluntary or For Cause Term. ($)			Invol. Term. not for Cause ($)			Change of Control ($)

Annual Cash Incentive		—	(1)		—	(1)		—	(1)		—	(2)		—	(1)		—	(3)

Stock Options		—	(4)		—	(4)		—	(4)		—			—			—	(4)

Performance Shares		—	(2)		—	(2)		—	(2)		—	(2)		—	(2)		22,622,400	(5)

Restricted Stock		—	(6)		18,223,600	(7)		18,223,600	(7)		—	(6)		—	(6)		21,365,600	(8)

Pension Restoration Plan(9)		—			—			—			—			—			—

Life Insurance Benefits		—			200,000	(10)		—			—			—			—


E. L. Monser
Executive Benefits and Payments Upon Termination	Retirement($)			Death($)			Disability($)			Voluntary or For Cause Term. ($)			Invol. Term. not for Cause ($)			Change of Control ($)(11)

Annual Cash Incentive		—	(1)		—	(1)		—	(1)		—	(2)		—	(1)		—	(3)

Stock Options		—	(4)		—	(4)		—	(4)		—			—			—	(4)

Performance Shares		—	(2)		—	(2)		—	(2)		—	(2)		—	(2)		7,540,800	(5)

Restricted Stock		—	(6)		209,467	(7)		209,467	(7)		—	(6)		—	(6)		628,400	(8)

Pension Restoration Plan(9)		—			—			—			—			—			—

Life Insurance Benefits		—			200,000	(10)		—			—			—			—


F. J. Dellaquila
Executive Benefits and Payments Upon Termination	Retirement($)			Death($)			Disability($)			Voluntary or For Cause Term. ($)			Invol. Term. not for Cause ($)			Change of Control ($)(11)

Annual Cash Incentive		—	(1)		—	(1)		—	(1)		—	(2)		—	(1)		—	(3)

Stock Options		—	(4)		—	(4)		—	(4)		—			—			—	(4)

Performance Shares		—	(2)		—	(2)		—	(2)		—	(2)		—	(2)		7,540,800	(5)

Restricted Stock		—	(6)		2,136,560	(7)		2,136,560	(7)		—	(6)		—	(6)		3,770,400	(8)

Pension Restoration Plan(9)		—			—			—			—			—			—

Life Insurance Benefits		—			200,000	(10)		—			—			—			—

35 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

COMPENSATION TABLES



S. J. Pelch
Executive Benefits and Payments Upon Termination	Retirement($)			Death($)			Disability($)			Voluntary or For Cause Term. ($)			Invol. Term. not for Cause ($)			Change of Control ($)(11)

Annual Cash Incentive		—	(1)		—	(1)		—	(1)		—	(2)		—	(1)		—	(3)

Stock Options		—	(4)		—	(4)		—	(4)		—			—			—	(4)

Performance Shares		—	(2)		—	(2)		—	(2)		—	(2)		—	(2)		7,540,800	(5)

Restricted Stock		—	(6)		565,560	(7)		565,560	(7)		—	(6)		—	(6)		2,199,400	(8)

Pension Restoration Plan		N/A			N/A			N/A			N/A			N/A			N/A

Life Insurance Benefits		—			200,000	(10)		—			—			—			—

(1)	The Committee has discretion whether or not to pay a bonus, subject to satisfaction of performance conditions. For illustrative purposes only, the bonuses paid for fiscal 2017 were: Mr. Farr-$2,500,000; Mr. Monser-$1,150,000; Mr. Dellaquila-$1,150,000; and Mr. Pelch-$500,000.

(2)	This column assumes the Committee would exercise its discretion not to pay a bonus or make a payout of outstanding performance shares.

(3)	There would be no acceleration or special treatment for annual cash incentive opportunities for the fiscal year in which the Change of Control occurs.

(4)	Represents the closing price of $62.84 per share minus the exercise price times the number of outstanding options for allin-the-money, unvested options.

(5)	The amount shown includes the entire amount of 2016 and 2017 awards at the highest level.

(6)	Assumes Committee would exercise its discretion to not allow any further vesting.

(7)	Represents pro rata value of all unvested restricted stock, based on years elapsed rounded to whole years.

(8)	Represents the value of all unvested shares of restricted stock.

(9)

See “Pension Benefits” on page 29 for information on vested pension benefits. Amounts shown in the table include the excess, if any, over the amounts shown in the Pension Benefits table. For a Change of Control, the amounts shown also include the discounted present value of unvested amounts under the Pension Restoration Plan.

(10)	Represents face amount of policies paid for by the Company which are not generally available to all employees.

(11)	The Change of Control column assumes that the applicable conditions for a “double trigger” change in control were met as of September 30, 2017.

36 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

MANAGEMENT PROPOSALS

Management Proposals

PROXY ITEM No. 1: ELECTION OF DIRECTORS

Nominees and Continuing Directors

The Board of Directors is divided into three classes, with the terms of office of each class ending in successive years. ~~Four~~The Board of Directors has nominated four Directors of the Company ~~are~~ to be elected for terms ending at the Annual ~~Meeting~~Meetings specified below, or until their ~~respective~~ successors have been elected and ~~have~~ qualified. ~~Certain information~~Information with respect to the nominees for election, as ~~Directors proposed by the Company, as~~ well as the other Directors whose terms ~~of office as Directors~~ will continue after the Annual Meeting, is set forth ~~below, including directorships held by each nominee at~~below. All of the nominees meet the Board membership criteria described on page 10 under “Nomination Process.” Each of the nominees and continuing Directors has had the same position or other ~~public companies in~~executive positions with the same employer over the last five ~~years.~~years unless otherwise indicated. This information ~~also~~ includes each nominee’s specific experience, qualifications, attributes and skills that led the Board to conclude that he or she should serve as a ~~Director. All of the nominees meet the Board membership criteria described on page 11 under “Nomination Process.”~~ ~~The Board of Directors unanimously recommends a vote “FOR”~~Director, and prior directorships held by each nominee ~~indicated below.~~at other public companies within the last five years.

Director Nominees for Terms Ending in 2021



~~Name, Age, Principal Occupation~~ ~~or Position, Other Directorships~~ Director Since: 2000		~~Served~~ ARTHUR F. GOLDEN, 71 Principal Occupation: Partner of Davis Polk & Wardwell, lawyers. Director Qualifications: Mr. Golden’s qualifications to serve on the Board include his leadership, international and industry experience as ~~Director~~ Global ~~Since~~ Co-Chair of Mergers and Acquisitions at Davis Polk; leading Davis Polk teams in private and governmental litigation; representing large multinational companies in corporate governance matters and acquisition-related transactions; counseling multinational companies on antitrust matters; his prior service as a member of his firm’s Management Committee; and his current service as Chairman of the Board of Trustees of Rensselaer Polytechnic Institute.
Director Since: 2014		CANDACE KENDLE, 70 Principal Occupation: Retired Chair and Chief Executive Officer, Kendle International Inc., a global clinical research organization. Director Qualifications: Dr. Kendle’s qualifications to serve on the Board include her leadership, international and healthcare experience, gained from her prior service asco-founder, Chair and Chief Executive Officer of Kendle International Inc.; her experience as a founder of ReadAloud.org, anon-profit organization aimed at improving childhood literacy; her service as a director and member of the Audit Committee of United Parcel Service, Inc.; her prior service as a director and as a member of the Audit and Corporate Governance Committees of H. J. Heinz; and her prior service on the faculties of a number of leading universities, including the University of Cincinnati College of Pharmacy, the University of Pennsylvania School of Medicine, and the University of North Carolina School of Medicine and School of Pharmacy. Current Public Company Directorships: United Parcel Service, Inc. Prior Public Company Directorships (year service ended):H. J. Heinz (2013)

37 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

MANAGEMENT PROPOSALS

~~NOMINEES FOR TERMS ENDING IN 2020~~

LOGO

Director Since: 2013

JAMES S. TURLEY, 62

Principal Occupation: Retired Chairman of the Board and Chief Executive Officer, Ernst & Young, professional services organization. Mr. Turley served as Chairman and Chief Executive Officer of Ernst & Young from 2001 through June 30, 2013.

Director Qualifications:Mr. Turley’s qualifications to serve on the Board include his leadership and expertise in audit and financial reporting as Chairman and Chief Executive Officer of Ernst & Young; his service as a director and member of the Audit, Executive and Risk Management Committees of Citigroup, Inc.; his service as a director and member of the Audit and Governance Committees of Northrup Grumman Corporation; his service as a director and Chair of the Compensation Committee of Intrexon Corp.; and his service on the board of the Kohler Company. He also serves on the board of directors and as an officer of the Boy Scouts of America, and on the boards of directors of the St. Louis MUNY, Theatre Forward and Forest Park Forever.

Current Public Company Directorships: Citigroup, Inc., Northrop Grumman Corporation and Intrexon Corporation

Director Nominee for a Term Ending in 2020 (to balance Board classes)

~~D. N. Farr, 61~~

LOGO

Director Since: 2017

~~2000~~

GLORIA A. FLACH, 58

Principal Occupation: Corporate Vice President and Chief Operating Officer of Northrop Grumman Corporation (“NGC”) a global security company. Ms. Flach has announced that she will retire from that position at the end of 2017. Ms. Flach previously served as Corporate Vice President and President, Electronic Systems Sector of NGC from January 2013 to December 2015 and as Corporate Vice President and President, Enterprise Shared Services of NGC from March 2010 to December 2012.

Director Qualifications: Ms. Flach’s qualifications to serve on the Board include her leadership, international and industry experience as Corporate Vice President and Chief Operating Officer of Northrop Grumman Corporation, overseeing and enhancing program execution, risk management and operational excellence across the company; her prior service as President of the Electronic Sector and President of Enterprise Shared Services for Northrop Grumman; her leadership of Northrop Grumman’s global supply chain and service as a member of the Corporate Policy Council; her current service on the Loyola University, Maryland, board of advisors; and service as Chairman Emeriti for the Maryland Business Roundtable for Education.

OUR BOARD UNANIMOUSLY RECOMMENDS

A VOTE “FOR” EACH OF THE DIRECTORS LISTED ABOVE

38 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

MANAGEMENT PROPOSALS

Continuing Directors

The following Directors are not standing for election at the 2018 Annual Meeting of Shareholders.

Directors with Terms Ending in 2019


Director Since: 2009		CLEMENS A. H. BOERSIG, 69 Principal Occupation: Retired Chairman of the Supervisory Board of Deutsche Bank AG, a global investment bank. Director Qualifications: Dr. Boersig’s qualifications to serve on the Board also include his leadership, financial expertise and international experience gained from his past service as Chairman of the Supervisory Board of Deutsche Bank AG, as a current member of the Supervisory Boards and various Board committees of Daimler AG and Linde AG; and his experience from his prior service as a member of the Management Boards of Deutsche Bank, Robert Bosch GmbH and RWE AG and the Supervisory Board of Bayer AG; and as former Chief Financial Officer and Chief Risk Officer of Deutsche Bank and Chief Financial Officer of RWE. Current Public Company Directorships: Supervisory Board Member of Daimler AG, Linde AG Prior Public Company Directorships (year service ended):Member of the Supervisory Board of Bayer AG (2017) and Management Boards of Deutsche Bank (2006), RWE AG (1999) and Robert Bosch GmbH (1996)
Director Since: 2012		JOSHUA B. BOLTEN, 63 Principal Occupation: President and Chief Executive Officer of Business Roundtable,pro-business public policy advocacy group. Director Qualifications: Mr. Bolten’s qualifications to serve on the Board also include his financial, leadership, and governmental experience in his prior positions as Managing Director of Rock Creek Global Advisors, an international advisory firm, White House Chief of Staff to President George W. Bush; Director of the Office of Management and Budget; White House Deputy Chief of Staff; General Counsel to the U.S. Trade Representative; and Chief Trade Counsel to the U.S. Senate Finance Committee, and his current experience as President and Chief Executive Officer of the Business Roundtable and on the Boards of the U.S. Holocaust Memorial Museum and the ONE Campaign. Current Public Company Directorships: International Advisory Board of BP plc
Director Since: 2006		RANDALL L. STEPHENSON, 57 Principal Occupation: Chairman, Chief Executive Officer and President of AT&T Inc., a global technology, media and telecommunications company. Director Qualifications: Mr. Stephenson’s qualifications to serve on the Board also include his leadership, technology, operating and financial experience gained from his service as Chief Executive Officer of AT&T and his prior service as Chief Operating Officer and Chief Financial Officer of AT&T Inc.; and as Chief Operating Officer of SBC Communications Inc. and his leadership and strategic experience serving on the board of Boeing. Current Public Company Directorships: AT&T, Inc., The Boeing Company

39 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

MANAGEMENT PROPOSALS

Directors with Terms ending in 2020


Director Since: 2000		DAVID N. FARR, 62 Principal Occupation:Chairman of the Board and Chief Executive Officer of ~~Emerson~~

~~He is also a~~ Emerson. Director ~~of International Business Machines Corporation (IBM).~~

Qualifications:Mr. Farr’s qualifications to serve on the Board also include his prior leadership, international and planning experience as Chief Operating Officer of Emerson; Executive Vice President and Business Leader, Emerson Process Management; Chief Executive Officer of Astec International, a former Hong Kong based Emerson subsidiary; President, Ridge Tool Company subsidiary of Emerson; and Vice President, Emerson Corporate Planning and Development, and as a Director of ~~IBM.~~International Business Machines Corporation. Current Public Company Directorships: International Business Machines Corporation
Director Since: 2012

~~W. R. Johnson, 67~~		~~2008~~
~~Operating Partner of Advent International, a private equity firm and retired Chairman, President and Chief Executive Officer of H. J. Heinz, a global packaged food company~~

~~He is also a Director of PepsiCo, Inc. and United Parcel Service, Inc. (UPS) and a former Director of Education Management Corporation.~~

Mr. Johnson’s qualifications to serve on the Board also include his leadership, international, operating and marketing experience gained from his current service as an advisory partner for Trian Fund Management and his prior service as Chairman, President and Chief Executive Officer of H. J. Heinz, Senior Vice President of H. J. Heinz responsible for Heinz operations in the Asia-Pacific area; Chief Operating Officer of H. J. Heinz; and Vice President of Marketing for Heinz ketchup, foodservice and sauces; and as a director of PepsiCo and UPS.

M. MATTHEW S. ~~Levatich, 51~~		~~2012~~
LEVATICH, 52 Principal Occupation:President and Chief Executive Officer of Harley-Davidson, Inc., a manufacturer of motorcycles and related ~~products~~

~~He is also a Director~~products. Mr. Levatich served as President and Chief Operating Officer of Harley-Davidson, Inc.
from 2009 to May 1, 2015. Director Qualifications:Mr. Levatich’s qualifications to serve on the Board also include his extensive manufacturing, global marketing and management experience as a Harley-Davidson executive, including his prior service as President and Chief Operating Officer of Harley-Davidson Motor Company, Inc., as President and Managing Director of MV Agusta Motor S.p.A., a subsidiary of Harley-Davidson, Inc.; and as Vice President and General Manager, Parts & Accessories and Custom Vehicle Operations of Harley-Davidson, Inc.; and his experience on the executive advisory board of the MMM Program at the J. L. Kellogg Graduate School of Management and Robert R. McCormick School of Engineering and Applied Sciences at Northwestern University.
		Current Public Company Directorships: Harley-Davidson, Inc.

40 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS



~~Name, Age, Principal Occupation~~ ~~or Position, Other Directorships~~		~~Served as~~ ~~Director~~ ~~Since~~
~~NOMINEE FOR A TERM ENDING IN 2018(1)~~
~~J. W. Prueher, 74~~		~~2001~~
~~Admiral, U.S. Navy (Retired), and Former U.S. Ambassador to the People’s Republic of China~~

He is also a Director of Fluor Corporation. He is a former Director of Bank of America Corporation, Merrill Lynch & Co., Inc., Dyncorp International, Inc., Amerigroup Corporation and Armada Hoffler LLC. He is an Emeritus Director of The New York Life Insurance Company.

Admiral Prueher’s qualifications to serve on the Board also include extensive experience with strategic planning and leading large, complex organizations, his knowledge of and experience with the People’s Republic of China, and his leadership, government and international experience as Commander-in-Chief of the U.S. Pacific Command; Commandant of the U.S. Naval Academy; and professor and Schlesinger Chair at the University of Virginia, Miller Center. These are complemented by his experience with complex engineering processes.

~~TO CONTINUE IN OFFICE UNTIL 2018~~
~~A. F. Golden, 70~~		~~2000~~
~~Partner of Davis Polk & Wardwell, lawyers~~

Mr. Golden’s qualifications to serve on the Board include his leadership, international and industry experience as Global Co-Chair of Mergers and Acquisitions at Davis Polk; leading Davis Polk teams in private and governmental litigation; representing large multinational companies in corporate governance matters and acquisition-related transactions; counseling multinational companies on antitrust matters; his prior service as a member of his firm’s Management Committee; and his current service on the Board of Trustees of Rensselaer Polytechnic Institute, of which he will become Chair in January 2017.


~~C. Kendle, 69~~		~~2014~~
~~Retired Chairman and Chief Executive Officer, Kendle International Inc., a global clinical research organization~~

~~She is also a Director of United Parcel Service, Inc. and a former Director of H. J. Heinz.~~

Dr. Kendle’s qualifications to serve on the Board include her leadership, international and healthcare experience, gained from her prior service as co-founder, Chairman, and Chief Executive Officer of Kendle International Inc.; her experience as a founder of ReadAloud.org, a non-profit organization aimed at improving childhood literacy; her service as a director and member of the Audit Committee of UPS; her prior service as a director and as a member of the Audit and Corporate Governance Committees of H. J. Heinz; and her prior service on the faculties of a number of leading universities, including the University of Cincinnati College of Pharmacy, the University of Pennsylvania School of Medicine, and the University of North Carolina School of Medicine and School of Pharmacy.

~~J. S. Turley, 61~~		~~2013~~
~~Retired Chairman of the Board and Chief Executive Officer, Ernst & Young, professional services organization~~

~~He also is a Director of Citigroup, Inc., Northrop Grumman Corporation and Intrexon Corporation.~~

Mr. Turley's qualifications to serve on the Board include his leadership and expertise in audit and financial reporting as Chairman and Chief Executive Officer of Ernst & Young; his service as a director and member of the Audit, Executive and Risk Management Committees of Citigroup, Inc.; his service as a director and member of the Audit and Governance Committees of Northrup Grumman Corporation; his service as a director and Chair of the Compensation Committee of Intrexon Corp.; and his service on the board of the Kohler Company. He also serves on the board of directors and as an officer of the Boy Scouts of America, the board of directors of the St. Louis MUNY, and as Chairman of Theatre Forward.



~~Name, Age, Principal Occupation~~ ~~or Position, Other Directorships~~		~~Served as~~ ~~Director~~ ~~Since~~
~~TO CONTINUE IN OFFICE UNTIL 2019~~
~~C. A. H. Boersig, 68~~		~~2009~~
~~Retired Chairman of the Supervisory Board of Deutsche Bank AG, a global investment bank~~

~~He is also a Member of the Supervisory Board of Daimler AG, Linde AG, and Bayer AG.~~

Dr. Boersig’s qualifications to serve on the Board also include his leadership, financial expertise and international experience gained from his past service as Chairman of the Supervisory Board of Deutsche Bank AG, as a current member of the Supervisory Boards and various Board committees of Bayer AG, Daimler AG and Linde AG; and his experience from his prior service as a member of the Management Boards of Deutsche Bank and RWE AG; former Chief Financial Officer and Chief Risk Officer of Deutsche Bank; and former Chief Financial Officer of RWE.

~~J. B. Bolten, 62~~		~~2012~~
~~Co-Founder and Managing Director of Rock Creek Global Advisors, LLC, an international advisory firm~~

~~He is also a Member of the International Advisory Board of BP plc.~~

Mr. Bolten’s qualifications to serve on the Board also include his financial, leadership, and governmental experience in his prior positions as White House Chief of Staff to President George W. Bush; Director of the Office of Management and Budget; White House Deputy Chief of Staff; General Counsel to the U.S. Trade Representative; and Chief Trade Counsel to the U.S. Senate Finance Committee, and his current experience on the Boards of the U.S. Holocaust Memorial Museum and the ONE Campaign.

~~R. L. Stephenson, 56~~		~~2006~~
~~Chairman, Chief Executive Officer and President of AT&T Inc., telecommunications provider~~

~~He is also a Director of The Boeing Company.~~

Mr. Stephenson’s qualifications to serve on the Board also include his leadership, technology, operating and financial experience gained from his service as Chief Executive Officer of AT&T and his prior service as Chief Operating Officer and Chief Financial Officer of AT&T Inc.; and as Chief Operating Officer of SBC Communications Inc.

~~__________~~

(1) Pursuant to the Company’s Bylaws, a person may not stand for election or re-election as a Director after attaining the age of 72, provided that the Bylaws permit Adm. Prueher to stand for election to the Board for an additional one year term ending at the Company’s Annual Meeting on February 6, 2018.

~~Each of the nominees and continuing Directors has had the same position or other executive positions with the same employer during the past five years, except as follows:~~

~~Dr. Boersig retired as Chairman of the Supervisory Board of Deutsche Bank AG in May 2012.~~

~~Mr. Johnson retired as Chairman, President and Chief Executive Officer of H.J. Heinz Company in June 2013. He became Operating Partner of Advent International in July 2014.~~

~~Mr. Levatich served as President and Chief Operating Officer of Harley-Davidson, Inc. from 2009 to May 1, 2015.~~

~~Mr. Turley served as Chairman and Chief Executive Officer of Ernst & Young from 2001 through June 30, 2013.~~

MANAGEMENT PROPOSALS

~~Stock Ownership of Directors, Executive Officers and 5% Beneficial Owners~~

The following table shows the number of shares of the Company’s common stock that are beneficially owned by the Directors, by each of the named executive officers in the Summary Compensation Table, and by all Directors and executive officers as a group as of September 30, 2016. No person reflected in the table owns more than 0.5% of the outstanding shares of Emerson common stock. PROXY ITEM No. 2:



~~Name~~			~~Total Shares of~~ ~~Emerson Common~~ ~~Stock Beneficially~~ ~~Owned(1)(2)~~
~~C. A. H. Boersig~~			~~19,963~~
~~J. B. Bolten~~			~~11,995~~
~~F. J. Dellaquila(3)~~			~~475,151~~
~~D. N. Farr(4)~~			~~2,802,004~~
~~A. F. Golden~~			~~62,714~~
~~W. R. Johnson~~			~~23,536~~
~~C. Kendle(5)~~			~~10,992~~
~~M. S. Levatich~~			~~10,826~~
~~E. L. Monser(6)~~			~~576,129~~
~~S. J. Pelch~~			~~89,665~~
~~J. W. Prueher~~			~~36,785~~
~~E. M. Purvis, Jr.(7)~~			~~246,581~~
~~R. L. Stephenson~~			~~37,946~~
~~J. S. Turley~~			~~8,659~~
~~All Directors and Executive Officers as a group (20 persons) (8)(9)(10)~~			~~5,119,696~~

~~__________________________~~

~~(1)~~

Under rules of the Securities and Exchange Commission (“SEC”), persons who have power to vote or dispose of securities, either alone or jointly with others, are deemed to be the beneficial owners of such securities. Each person reflected in the table has both sole voting power and sole investment power with respect to the shares included in the table, except as described in the footnotes below and except for the following shares of restricted common stock over which the person named has no investment power: Mr. Farr-340,000; Mr. Dellaquila, Senior Executive Vice President and Chief Financial Officer-55,000; Mr. Monser, President-5,000; Mr. Pelch, Executive Vice President, Organization Planning and Development-25,000; Mr. Purvis, Executive Vice President and Chief Operating Officer-30,000; Dr. Boersig-3,450; Mr. Bolten-11,995; Mr. Golden-35,501; Mr. Johnson-21,318; Dr. Kendle-7,387; Mr. Levatich-10,826; Adm. Prueher-34,313; Mr. Stephenson-25,611; Mr. Turley-8,659; and all Directors and executive officers as a group-754,060. Also includes 16,513 restricted stock units held by Dr. Boersig, over which he has no voting or investment power.


~~(2)~~	As required by SEC rules, includes the following shares which such persons have, or will have within 60 days after September 30, 2016, the right to acquire upon the exercise of employee stock options: Mr. Farr-640,713; Mr. Dellaquila-225,000; Mr. Monser-430,000; Mr. Pelch-41,200; and Mr. Purvis-115,000. Also includes 16,513 restricted stock units held by Dr. Boersig.

~~(3)~~

Includes 8,442 shares held by the spouse of Mr. Dellaquila. Also includes 56,486 shares held by the FJD Gift Trust, a grantor trust for Mr. Dellaquila with Mr. Dellaquila's spouse and descendants as beneficiaries and Mr. Dellaquila as trustee. Also includes 75,315 shares held by the SRD Gift Trust, a grantor trust for Mr. Dellaquila's spouse with Mr. Dellaquila's descendants as beneficiaries and Mr. Dellaquila and his spouse as trustees.


~~(4)~~	Includes 496,247 shares held by the spouse and/or children of Mr. Farr. Includes 32,055 shares held in the Emerson Directors’ and Officers’ Charitable Trust over which Mr. Farr exercises investment power but has no financial interest.


~~(5)~~	~~Includes 1,200 shares held by the spouse of Mrs. Kendle.~~


~~(6)~~	Amounts for Mr. Monser include 2,500 shares of restricted stock and 215,000 shares attributable to stock options the economic interest in which were transferred to Mr. Monser's ex-wife and are held by Mr. Monser for her benefit pursuant to a domestic relations order.


~~(7)~~	~~Includes 15,800 shares held by the spouse and/or child of Mr. Purvis.~~


~~(8)~~	Includes 1,747,674 shares of common stock which executive officers have, or will have within 60 days after September 30, 2016, the right to acquire upon exercise of employee stock options. Also includes 16,513 restricted stock units held by Dr. Boersig. Shares owned as a group represent less than 1% of the outstanding common stock of the Company.


~~(9)~~	~~Includes 706,750 shares of common stock benefic~~ially owned by six other executive officers of the Company, of which 140,000 shares are restricted and over which the other executive officers have no investment power, and 295,761 shares which the other executive officers have, or will have within 60 days after September 30, 2~~016, the right to acquire upon exercise of employee stock options.~~


~~(10)~~	Also includes 5,500 shares of restricted stock and 6,316 shares attributed to stock options held by an executive officer the economic interest in which were transferred to a former spouse and held for that former spouse's benefit pursuant to a domestic relations order.

The following table lists the beneficial ownership of each person holding more than 5% of Emerson's outstanding common stock as of September 30, 2016 based on a review of filings with the SEC on Schedule 13G.

Name and Address
Total Shares of
Emerson Common Stock
Beneficially Owned
Percent of Class
The Vanguard Group (1) 41,576,785 6.5%
100 Vanguard Blvd., Malvern, PA 19355

BlackRock, Inc. (2) 39,806,559 6.2%
55 East 52nd Street, New York, NY 10055

~~__________________________~~


~~(1)~~	The Vanguard Group filed a Schedule 13G/A on February 11, 2016 with the SEC indicating that, as of December 31, 2015, it had beneficial ownership of 41,576,785 shares, including sole voting power over 1,221,151 shares, sole dispositive power over 40,286,805 shares, shared voting power over 67,300 shares and shared dispositive power over 1,289,980 shares of the Company’s outstanding stock.


~~(2)~~	BlackRock, Inc. filed a Schedule 13G/A on February 10, 2016 with the SEC indicating that, as of December 31, 2015, it had beneficial ownership of 39,806,559 shares, including sole voting power over 34,235,529 shares, sole dispositive power over 39,763,862 shares and shared voting and dispositive power over 42,697 shares of the Company’s outstanding stock.

~~The Company is not aware of any other shareholders who beneficially own more than 5% of its outstanding common stock.~~

~~Corporate Governance and Ethics~~

The Company’s Corporate Governance Principles and Practices and the charters of all Board committees are available on the Company’s website at www.Emerson.com, Investors, Corporate Governance. The foregoing documents are available in print to stockholders upon written request delivered to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary.

There were ten meetings of the Board of Directors during fiscal 2016. All of the Directors attended at least 75% of the meetings of the Board and committees on which they served. Directors are strongly encouraged to attend the Annual Meeting of Stockholders, absent extenuating circumstances, although the Company has no formal, written policy requiring such attendance. In 2016, all of the Directors attended the Annual Meeting of Stockholders.

The Board of Directors annually reviews its governance policies and practices, taking into account changes in applicable law, trends in corporate governance and input from shareholders. As a result of this review, the Board recently voted to amend the Company's Corporate Governance Principles and Practices to provide for a Lead Independent Director. The Lead Independent Director is elected from the independent directors for a three year term. The Board of Directors has elected Randall L. Stephenson as its Lead Independent Director. Among other things, as provided in the Company’s Corporate Governance Principles and Practices, the Lead Independent Director chairs regularly scheduled meetings of non-management Directors, reviews Board agendas and information, calls meetings of the independent Directors, acts as the Board's key liaison with the

Chairman and serves on the Board's executive committee. As part of the Board’s governance review in 2017, management will discuss with the Board the restrictions in the Company’s Articles of Incorporation on the ability of stockholders to amend the Company’s Bylaws. This review is in response to updated voting guidelines issued by a proxy advisory firm in late November, 2016. The Company expects this issue will receive strong consideration during the Board's annual review process.

Stockholders and other interested persons may contact the Lead Independent Director in writing c/o Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary. All such letters will be forwarded promptly to the Lead Independent Director.

Stockholders may communicate with any of our Directors by sending a letter to the Director, c/o Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary. All such letters will be forwarded promptly to the relevant Director.

~~Board Leadership Structure and Role in Risk Oversight~~

The Board believes that it should have the flexibility to make the determination of whether the same person should serve as both the Chief Executive Officer and Chairman of the Board at any given point in time, or if the roles should be separate. In the past the Company has combined the functions of Chairman of the Board with those of Chief Executive Officer and has also separated those functions. The Board determines whether to combine or separate those functions based on what it believes will provide appropriate leadership for the Company at the time. The Board believes that its current leadership structure, with Mr. Farr serving as both Chief Executive Officer and as Chairman of the Board, as well as Chair of our Executive Committee, is appropriate given Mr. Farr’s past success and extensive experience serving in these roles, the efficiencies of having the Chief Executive Officer also serve in the role of Chairman, the Company’s strong corporate governance structure, including the newly adopted Lead Independent Director position, and the Company’s financial performance under Mr. Farr’s leadership. As a result, our Bylaws currently require that our Chairman shall be our Chief Executive Officer.

As discussed above, in October 2016, the Board of Directors voted to amend the Company's Corporate Governance Principles and Practices to provide for a Lead Independent Director and elected Randall L. Stephenson as Lead Independent Director. Among other things, the Lead Independent Director chairs regularly scheduled meetings of non-management Directors, reviews Board agendas and information, calls meetings of the independent Directors, acts as the Board's key liaison with the Chairman and serves on the Board's executive committee. Previously, the Board had a Discussion Leader which rotated annually among the independent Directors and who presided at meetings of non-management Directors. The Chairman and Chief Executive Officer consults periodically with the Lead Independent Director and, formerly, our Discussion Leader, and the Chairs of our Board committees, all of whom are independent, on Board matters and on issues facing the Company. The Lead Independent Director serves for a term of three years. The Board made the decision to change from a Discussion Leader to a Lead Independent Director to provide better continuity and support for the Chairman and Chief Executive Officer as the Company engages in its significant portfolio repositioning, to assist in the continuing succession planning process for its next Chief Executive Officer, and to provide additional independent leadership for the Board.

The Board as a whole has responsibility for the oversight of the Company’s risk management process. This process is designed to provide to the Board timely visibility into the identification, assessment and management of critical risks. The Audit Committee assists the Board by annually reviewing and discussing with management this process and its functionality. The areas of critical risk include strategic, operational, compliance, environmental and financial. The full Board, or the appropriate committee, receives this information through updates from the appropriate members of management to enable it to understand and monitor the Company’s risk management process. Information brought to the attention of the committees is shared with the full Board as appropriate.

~~Director Independence~~

The Board has determined that the following Directors are independent, as that term is defined under the general independence standards in the listing standards of the New York Stock Exchange: C. A. H. Boersig, J. B. Bolten, A. F. Golden, W. R. Johnson, C. Kendle, M. S. Levatich, J. W. Prueher, R. L. Stephenson, and J. S. Turley. A. A. Busch retired from the Board of Directors effective February 2, 2016. H. Green retired from the Board of Directors effective October 6, 2015. Mr. Busch and Ms. Green were determined to be independent Directors during their respective terms on the Board.

All Directors identified as independent in this proxy statement meet the categorical standards adopted by the Board to assist it in making determinations of Director independence. A copy of these standards appears under the caption “Emerson Director Independence Standards” in Appendix A attached to this proxy statement and is available on the Company’s website at www.Emerson.com, Investors, Corporate Governance.

In the course of the Board’s determination regarding independence of each non-management Director, it considered any transactions, relationships and arrangements as required by the Company’s independence standards. In particular, with respect to each of the three most recently completed fiscal years, the Board considered for:

Messrs. Levatich and Stephenson, the annual amount of sales to Emerson by the company which the Director serves or served as an executive officer, and purchases by that company from Emerson, and determined that in each case the amounts of such sales and purchases in fiscal 2016 were less than 0.05% of such other company’s annual revenue and in each year were immaterial and well below the threshold set in the Emerson Director Independence Standards.

Mr. Stephenson, an immediate family member employed by our independent registered public accounting firm, and determined that such person was not a partner of such firm and did not participate in the audit of Emerson or provide any other services to Emerson.

Mr. Golden, the annual amount paid by Emerson to the law firm of which he is a partner, and determined that the amount of such payments in fiscal 2016 was less than 1.5% of such firm’s annual revenues and was in each year immaterial and well below the threshold set in the Emerson Director Independence Standards.

Messrs. Bolten, Golden, and Turley and Dr. Boersig, the annual amount of contributions by Emerson to charitable organizations for which the Director serves as a director, officer or trustee (other than, with respect to Mr. Turley, the Municipal Theatre Association of St. Louis, which is discussed below), and determined that such contributions were immaterial (for fiscal 2016 less than: for Mr. Bolten 0.04%, for Mr. Golden 0.05%, for Mr. Turley 0.97%, 0.001% and 0.29%, and for Dr. Boersig, 0.007% of each charity's annual revenues, respectively) and well below the threshold set in the Emerson Director Independence Standards.

Mr. Turley, the amount of contributions by Emerson to the Municipal Theatre Association of St. Louis for fiscal 2016, for which Mr. Turley serves as a director, and determined that such contributions amounted to approximately $861,000, below the threshold set in the Emerson Director Independence Standards. Furthermore, the contribution was made through the Company’s normal corporate charitable donation approval process and were not made “on behalf of” Mr. Turley, as permitted under the Emerson Director Independence Standards. This is a prominent St. Louis civic organization to which Emerson, as a St. Louis headquartered company, has provided substantial support for over 30 years, long before Mr. Turley joined the Emerson Board or the board of the organization.

~~Review, Approval or Ratification of Transactions with Related Persons~~

We review all transactions and relationships in which the Company and any of our Directors, nominees for Director or executive officers, or any of their immediate family members, are participants, to determine whether any of these individuals have a direct or indirect material interest in any such transaction. We have developed and implemented processes and controls to obtain information from the Directors and executive officers about related person transactions, and for determining, based on the facts and circumstances, whether a related person has a direct or indirect material interest in any such transaction. Transactions that are determined to be directly or indirectly material to a related person are disclosed as required. Pursuant to these processes, all Directors and executive officers annually complete, sign and submit a Director and Executive Officer Questionnaire and a Conflict of Interest Questionnaire that are designed to identify related person transactions and both actual and potential conflicts of interest. We also make inquiries as to the nature and extent of business that the Company conducts with other companies for whom any of our Directors or executive officers also serve as directors or executive officers. Under the Company’s Code of Business Ethics, if an actual or potential conflict of interest affects an executive officer, he or she is required to immediately disclose all the relevant facts and circumstances to the Company’s Ethics Committee. If the Ethics Committee determines that there is a conflict, it will refer the matter to the Board of Directors, which will review the matter to make a determination as to whether a conflict exists, and, if so, the appropriate resolution. If an actual or potential conflict of interest affects a Director, he or she is required to immediately disclose all the relevant facts and circumstances to the Board of Directors, which likewise will review the matter to make a final determination as to whether a conflict exists, and, if so, the appropriate resolution.

The Company has a written Code of Business Ethics applicable to all Directors and executive officers of the Company that prohibits Directors and executive officers from entering into transactions, or having any relationships, that would result in a conflict of interest with the Company. Waivers of the Code of Business Ethics for Directors and executive officers may only be granted by the Board of Directors. The Code of Business Ethics can be found on the Company’s website at www.Emerson.com, Investors, Corporate Governance.

~~Certain Business Relationships and Related Party Transactions~~

Based on the review described above, there were no transactions from October 1, 2015 through the date of this proxy statement, and there are no currently proposed transactions, in which the Company was or is to be a participant, in which the amount involved exceeded $120,000 and in which any of the Company’s Directors or executive officers or any of their immediate family members, or any beneficial holder of more than 5% of our common stock, either had or will have a direct or indirect material interest.

~~Board of Directors and Committees~~

The members of the Board are elected to various committees. The standing committees of the Board (and the respective Chairs) are: Executive Committee (Farr), Audit Committee (Turley), Compensation Committee (Stephenson), Corporate Governance and Nominating Committee (Bolten) and Finance Committee (Boersig).

~~Audit Committee~~

The Audit Committee met four times in fiscal 2016. The members of the Audit Committee are J. S. Turley, Chair, J. B. Bolten, C. Kendle and M. S. Levatich, all of whom are independent. H. Green also served on the Audit Committee through October 6, 2015, the date of her retirement from the Board, and was also determined to be independent during her service on the Committee. The functions of the Audit Committee are described under “Report of the Audit Committee” at pag~~e 15 below.~~The Board has determined that all of the Audit Committee members are independent, as that term is defined under the enhanced independence standards for audit committee members in the Securities Exchange Act of 1934 (the “Exchange Act”) and rules thereunder, as incorporated into the listing standards of the New York Stock Exchange. The Board has also determined that J. S. Turley is an Audit Committee Financial Expert as that term is defined in the rules issued pursuant to the Sarbanes-Oxley Act of 2002. See the “Report of the Audit Committee” at page 15 below.

~~Compensation Committee~~

The Compensation Committee met nine times in fiscal 2016. The Compensation Committee Charter requires that at least three Directors comprise the Committee. The current Compensation Committee members are R. L. Stephenson, Chair, C. A. H. Boersig, W. R. Johnson, M. S. Levatich and J. W. Prueher. The Board has determined that, as required by the Committee charter, each of the members of the Compensation Committee meets applicable independence requirements, including the enhanced independence standards of the New York Stock Exchange, and qualifies as an “outside director” under Section 162(m) of the Internal Revenue Code and as a “non-employee director” under Rule 16b-3 of the Exchange Act.

The Compensation Committee discharges the Board’s responsibilities relating to compensation of the Company’s executives and produces the Committee’s report on executive compensation included in the Company’s annual proxy statement. Among other things, the Committee (1) approves corporate goals and objectives relevant to Chief Executive Officer compensation, evaluates CEO performance and reviews and sets his compensation; (2) approves elements of compensation and oversees the evaluation process for all officers; (3) oversees the Company’s equity incentive plans and the adoption, amendment or termination of benefit plans; and (4) monitors and keeps current the Senior Management Succession Plan.

The Compensation Committee operates under a written charter that details the scope of authority, composition and procedures of the Committee. The Committee may, when appropriate in its discretion, delegate authority with respect to specific matters to one or more members, provided that all decisions of any such members are presented to the full Committee at its next scheduled meeting. For a discussion of delegations of authority the Committee has made to the Chief Executive Officer, see “Equity Compensation Grant Practices” at page 30 below. The Committee reports to the Board of Directors regularly, reviews and reassesses the adequacy of its Charter at least annually and conducts an annual evaluation of its performance.

For fiscal 2016, the Compensation Committee reviewed management’s process for assessing risk in the Company’s compensation programs for its employees, including the Company’s executive compensation program and practices. The Committee also reviewed management’s longstanding internal process and controls for compensation programs for employees who do not participate in the executive compensation program. The Committee accepted the result of these reviews that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on our business. Please see “Alignment with Stockholder Interests” on p~~age 27~~ ~~for additional information.~~

~~Role of Executive Officers and the Compensation Consultant~~

~~Executive Officers~~

~~As described in “Compensation Discussion and Analysis — Setting Total Compensation” on page~~ 22, our Chief Executive Officer reviews recommendations of management and makes recommendations to the Committee regarding total compensation to be paid to the Company’s executive officers other than himself. Management also develops and presents to the Committee recommendations for the design of compensation programs.

The Committee has unrestricted access to management. It may also request the participation of management or the Committee’s independent consultant at any meeting or executive session. Committee meetings are regularly attended by the Chief Executive Officer, except for executive sessions and discussions of his own compensation, by the Vice President-Executive Compensation, who leads some of the discussions regarding the Company’s compensation programs, and the Committee’s independent consultant. The Committee regularly reports to the Board on compensation matters and annually reviews the Chief Executive Officer’s compensation with the Board in executive sessions of non-management Directors only.

~~Compensation Consultant~~

The Committee has sole discretion, at Company expense, to retain and terminate compensation consultants, independent legal counsel or other advisors, including sole authority to approve the fees and retention terms for such advisors, if it determines the services of such advisors to be necessary or appropriate. Any Committee member may request the participation of independent advisors at any meeting. Management engages Frederic W. Cook & Co., Inc. to assist the Company in its executive compensation program design and competitive pay analysis. The Committee reviews this information in determining compensation for the named executive officers. Since fiscal 2011, the Committee has engaged Exequity LLP (“Exequity”) as its independent consultant. Exequity reports directly to the Committee and performs services as directed by the Committee. In 2016, Exequity reviewed our comparator group companies, the compensation of our Chief Executive Officer and the other named executive officers and a pay for performance analysis.~~Neither Exequity nor Frederic W. Cook & Co. provides any other services to the Company. See also “Competitive Market Pay Information and Philosophy” on page 21.~~

~~Corporate Governance and Nominating Committee~~

The Corporate Governance and Nominating Committee met four times in fiscal 2016. The members of the Committee are J. B. Bolten, Chair, C. Kendle, R. L. Stephenson, and J. S. Turley, all of whom are independent. H. Green also served on the Committee through October 6, 2015, the date of her retirement from the Board, and was determined to be independent during her service on the Committee. The Corporate Governance and Nominating Committee oversees the Company’s corporate governance; reviews its governance principles and independence standards; oversees the annual self-evaluation of Board and committee operations; discharges the Board’s responsibilities related to compensation of Directors; identifies and evaluates individuals for Board and committee membership and Chairs; makes recommendations to the Board concerning the selection of Director nominees; makes recommendations as to the size and composition of the Board and its committees; and approves and/or reviews the Company’s conflict of interest policies, codes of ethics, political activities and compliance with laws and regulations, and oversees management’s implementation thereof. For a description of the process used by the Committee in evaluating and recommending Director nominees, see “Nomination Process” below.

~~Nomination Process~~

The Corporate Governance and Nominating Committee regularly reviews the appropriate size and composition of the Board and anticipates future vacancies and needs of the Board. In the event the Committee recommends an increase in the size of the Board or a vacancy occurs, the Committee may consider nominees submitted by several sources, including current Board members, Company management, stockholders or other persons. From time to time the Company may also retain an independent search firm to assist the Committee in identifying potential candidates for Board membership and in evaluating their qualifications and availability to serve.

In evaluating possible Director nominees, the Committee considers the knowledge, experience, integrity and judgment of possible candidates, their potential contribution to the diversity of backgrounds, experience and skills of the Board, and their ability to devote sufficient time and effort to their duties as Directors. The Company’s Statement of Corporate Governance Principles and Practices sets forth the minimum qualifications for Director nominees which include, among other criteria determined by the Board, senior management experience in business, government and/or other relevant organizations. The Board considers the following experience particularly relevant: manufacturing, global business, in particular with emerging markets and China, business development, technology and innovation, legal, investment banking, acquisitions and finance, government, corporate governance and information technology, as well as membership and leadership experience on the boards of major organizations. Pursuant to the Company’s Bylaws, a Director may not stand for election or re-election as a Director after attaining the age of 72, provided that the Bylaws permit Adm. Prueher to stand for election to the Board for an additional one year term ending at the Company’s Annual Meeting on February 6, 2018.

It is the policy of the Board to seek the most qualified candidates for Board membership without regard to race, gender, national origin, religion, disability, age or sexual orientation. However, in conducting its assessment of Director candidates the Committee will consider diversity (including, but not limited to, race, gender, national origin, religion, disability, age or sexual orientation) as well as such other factors as it deems appropriate given the then current and anticipated future needs of the Board and the Company. The Board seeks to maintain a balance of perspectives, qualifications, qualities and skills on the Board and seeks a diversity of viewpoints to better understand the technical, economic, political and social environments in which the Company operates. This policy is implemented by using existing Board members and outside agencies to actively seek qualified candidates. The Company’s success in seeking a diversity of viewpoints is measured by the range of viewpoints represented on the Company’s Board.

The Committee evaluates Director nominees at regular or special Committee meetings pursuant to the criteria described above and reviews qualified Director nominees with the Board. The Committee evaluates candidates that meet the Director criteria,

~~and the Committee selects nominees that best suit the Board’s current needs and recommends one or more of such individuals for election to the Board.~~

The Committee will consider candidates recommended by stockholders, provided the names of such persons, accompanied by relevant biographical information, are properly submitted in writing to the Secretary of the Company in accordance with the manner described for stockholder nominations in “Stockholders’ Proposals” at page 55 below. The Secretary will send properly submitted stockholder recommendations to the Committee. Individuals recommended by stockholders in accordance with these procedures will receive the same consideration received by individuals identified to the Committee through other means. The Committee also may, in its discretion, consider candidates otherwise recommended by stockholders without accompanying biographical information, if submitted in writing to the Secretary.

In addition, the Company’s Bylaws permit stockholders to nominate Directors at an annual meeting of stockholders or at a special meeting at which Directors are to be elected in accordance with the notice of meeting. The procedures for making such nominations are discussed in “Stockholders’ Proposals” at page 55 below.

~~Processes and Procedures for Determination of Director Compensation~~

The Corporate Governance and Nominating Committee annually reviews compensation of the Company’s Directors, as well as the Company’s compensation practices for Directors, and makes recommendations to the Board regarding these matters. The Board makes the final determinations as to Director compensation and compensation practices.

To assist the Committee in performing these duties, Company management periodically engages an outside consultant to prepare an analysis of outside director compensation trends and best practices in the competitive market, and to make recommendations as to the compensation of the Company’s non-management Directors. Based on this analysis, management makes recommendations for changes in Director compensation to the Committee for its consideration. Frederic W. Cook & Co. was engaged to prepare this analysis for fiscal 2016. No changes were recommended by management or the Committee or made by the Board.

~~Director Compensation~~

Directors who are employees of the Company do not receive any compensation for service on the Board. Each non-management Director is currently paid an annual retainer, a portion of which is paid in cash and a portion of which is paid in restricted stock or restricted stock units, and fees of $1,500 plus expenses for attendance at each Board meeting. In fiscal 2016, the cash portion of the annual retainer, which is paid on a monthly basis, was $100,000. The amount of the annual retainer paid in restricted stock or restricted stock units each year is determined by or upon the recommendation of the Corporate Governance and Nominating Committee. For fiscal 2016, non-management Directors received $140,000 in restricted stock or restricted stock units. See footnote (2) to the Director Compensation table below.

Our non-management Directors are required to hold all of the restricted stock and restricted stock units awarded for Board service until retirement. As a result, such awards generally do not vest and the stock cannot be sold until the last day of a Director’s term after the age of 72 or earlier death, disability or a change of control of the Company. If a Director’s tenure on the Board ends for any other reason, the vesting of the award is at the discretion of the Committee. If the restrictions on the awards do not lapse, such awards will be forfeited to the Company. This is consistent with our Director Stock Ownership Policy which sets an ownership threshold of Emerson stock equal to five times annual cash compensation. As a result of these restrictions, the amount of stock and units held by a Director generally reflects the length of time that a Director has served on the Board. Non-management Directors receive dividends with respect to restricted stock and dividend equivalents with respect to restricted stock units. Dividend equivalents may be paid out regularly or deferred until final settlement, with interest compounding quarterly at a rate determined by the Committee, but in any event no greater than 120% of the applicable federal long-term rate. Restricted stock awards are entitled to voting rights; restricted stock units are not.

In fiscal 2016, each committee Chair was paid an annual retainer of $15,000, except for the Chairs of the Audit Committee and Compensation Committee who were each paid an annual retainer of $20,000, and each committee member was paid $1,500 plus expenses for attendance at each committee meeting.

Directors may elect to defer all or a part of their cash compensation under the Company’s Deferred Compensation Plan for Non-Employee Directors. Under the plan, which has existed since 1982, such deferred amounts are credited with interest quarterly at the prime rate charged by Bank of America, N.A. Directors holding restricted stock units may also elect to defer payment of the dividend equivalents on those restricted stock units. Under the rules of the SEC, interest on deferred amounts is considered above-market only if the rate of interest exceeds 120% of the applicable federal long-term rate. During fiscal 2016, the Bank of America prime rate ranged from 3.25% to 3.5%, while 120% of the applicable federal long-term rate ranged from 2.26% to 3.14%. A. A. Busch, A. F. Golden and R. L. Stephenson participated in this deferral program during the year. Above-market earnings on deferred amounts for each of these Directors in fiscal 2016 are set forth in the Director Compensation Table below. All deferred amounts are payable in cash.

A. A. Busch III, A. F. Golden and J. W. Prueher are eligible for the Company’s Continuing Compensation Plan for Non-Management Directors because they assumed office prior to termination of the plan on June 4, 2002. Each eligible Director will, after the later of termination of service as a Director or age 72, receive for life an amount equal to the annual $30,000 cash

retainer for non-management Directors in effect on June 4, 2002. In the event that service as a covered Director terminates because of death, the benefit will be paid to the surviving spouse for five years. Amounts relating to the aggregate change in the actuarial present value of the accumulated benefit for fiscal 2016 pursuant to the Company’s Continuing Compensation Plan for Non-Management Directors are set forth in the Director Compensation table.

As part of the Company’s overall charitable contributions practice, the Company may, in the sole and absolute discretion of the Board and its committees, make a charitable contribution in the names of Emerson and a Director (including management Directors) upon his or her retirement from the Board (as determined by the Board and its committees), taking into account such Director’s tenure on the Board, his or her accomplishments and service on the Board, and other relevant factors.

~~The table below sets forth amounts for non-management Director compensation for fiscal 2016.~~

~~Director Compensation~~

Name(1)
Fees
Earned
or Paid in
Cash ($)
Stock
Awards
($)(2)(3)
Change in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)(4)
All Other
Compensation
($)(5)
Total ($)
C. A. H. Boersig 148,000
139,978
5,000
292,978
J. B. Bolten 143,500
139,978
7,500
290,978
A. A. Busch III(6) 40,834
—
7,377
260,000
308,211
A. F. Golden 122,500
139,978
54,960
10,000
327,438
H. Green(7) 11,334
—
—
11,334
W. R. Johnson 134,500
139,978
—
274,478
C. Kendle 125,500
139,978
—
265,478
M. S. Levatich 134,500
139,978
10,000
284,478
J. W. Prueher 134,500
139,978
8,000
—
282,478
R. L. Stephenson 154,500
139,978
8,655
10,000
313,133
J. S. Turley 148,500
139,978
—
288,478

~~_____________________~~

~~(1)~~

Mr. Farr is the only named executive officer who is also a Director and his compensation is set forth in the Summary Compensation Table and related tables. He did not receive any additional compensation for his service as a Director. Charles A. Peters, our former Senior Executive Vice President, resigned from the Company and as a Director on December 7, 2015. As described in prior proxy statements, prior to his retirement, Mr. Peters was compensated as an executive officer and did not receive any additional compensation for his service as a Director. The Company's Current Report on Form 8-K filed on December 8, 2015 describes his compensation arrangements.

~~(2)~~

In fiscal 2016, the Directors in office on February 2, 2016 were awarded 3,042 shares of restricted stock, or restricted stock units in the case of Dr. Boersig, with a total value of $139,978 ($140,000 divided by the grant date fair market value of Emerson stock, rounded down to the nearest whole share). Each amount constitutes the aggregate grant date fair value of restricted stock and restricted stock unit awards for fiscal 2016 calculated in accordance with FASB ASC Topic 718, which is also the dollar amount recognized for financial statement reporting purposes for fiscal 2016.

~~(3)~~

~~The total number of shares of restricted stock held by each of the non-management Directors at September 30, 2016 (the end of fiscal 2016) is as follows: Dr. Boersig-3,450; Mr. Bolten-11,995; Mr. Golden-35,501; Mr. Johnson-21,318; Dr. Kendle-7,387; Mr. Levatich-10,826; Adm. Prueher-34,313;~~ Mr. Stephenson-25,611; and Mr. Turley-8,659. In addition, at that date, Dr. Boersig held 16,513 restricted stock units. Ms. Green's previously held restricted stock and restricted stock units vested in connection with her resignation.

~~(4)~~

~~Includes above-market earnings for fiscal 2016 on cash fees or dividend equivalents that a Director elected to defer as follows: Mr. Busch-$4,377; Mr. Golden-$12,960; and Mr. Stephenson-$8,655.~~Also includes amounts attributable to the aggregate change in the actuarial present value of the accumulated pension benefit for fiscal 2016 pursuant to the Company’s Continuing Compensation Plan for Non-Management Directors as follows: Mr. Busch-$3,000; Mr. Golden-$42,000; and Adm. Prueher-$8,000. The Company eliminated its Continuing Compensation Plan for Non-Management Directors who assumed office on or after June 4, 2002. Non-management Directors in office on that date continued to vest in the plan. Please see the narrative above on page 12 for more information. As discussed in note (6) below, Mr. Busch retired from the Board of Directors during fiscal 2016. After his service, as a participant in the Company's

~~Continuing Compensation Plan for Non-Management Directors, Mr. Busch began receiving the earned payments under the plan, as described above.~~


~~(5)~~	~~Includes Company matching contributions under the Company’s charitable matching gifts program which matches charitable gifts of up to $10,000 for all employees and Directors of the Company.~~

~~(6)~~

Mr. Busch retired from Emerson’s Board of Directors on February 2, 2016 after more than 30 years of service to the Company. After retirement, as a participant in the Company’s Continuing Compensation Plan for Non-Management Directors, Mr. Busch began receiving his earned payments under the plan, as described above. In recognition of his long and distinguished service on the Board and numerous contributions to the Company’s success, the Board of Directors, in its discretion, determined to make charitable contributions in an aggregate amount of $1 million to a number of charities in the names of Emerson and Mr. Busch. Of that amount, $250,000 was contributed in fiscal 2016 and is included in the “All Other Compensation” amount for 2016. The remaining contributions are expected to be made over the next four years.


~~(7)~~	~~Ms. Green resigned from Emerson’s Board of Directors on October 6, 2015 after seven years of service.~~

~~Code of Ethics~~

The Company has adopted a Code of Ethics that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and Controller. This Code of Ethics is posted on the Company’s website. The Company intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K by posting required information on its website at www.Emerson.com, Investors, Corporate Governance. The Company has adopted a Code of Business Ethics for Directors, officers and employees, which is available at the same location on the Company’s website. Printed copies of these documents are available to stockholders upon written request delivered to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary.

~~Compensation Committee Interlocks and Insider Participation~~

The functions and members of the Compensation Committee are set forth above under “Board of Directors and Committees — Compensation Committee.” All Committee members are independent and none of the Committee members has served as an officer or employee of the Company or a subsidiary of the Company. During fiscal 2016, no member of the Committee and no other Director was an executive officer of another company on whose compensation committee or board any of our executive officers served.

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

The Company’s Directors and executive officers are required, pursuant to Section 16(a) of the Exchange Act, to file statements of beneficial ownership and changes in beneficial ownership of common stock of the Company with the SEC and the New York Stock Exchange, and to furnish copies of such statements to the Company. Based solely on a review of the copies of such statements furnished to the Company and written representations that no other such statements were required, the Company believes that during fiscal 2016 its Directors and executive officers complied with all such requirements, except for an amended Form 3 filed on April 1, 2016 for Candace B. Kendle which reported certain shares of common stock that were inadvertently omitted from her Form 3 filed in February 2014 and which continue to be held.

~~Report of the Audit Committee~~

The Audit Committee assists the Board in providing oversight of the systems and procedures relating to the integrity of the Company’s financial statements, the Company’s financial reporting process, its systems of internal accounting and financial controls, the internal audit process, risk management, the annual independent audit process of the Company’s annual financial statements, and the Company’s compliance with legal and regulatory requirements. The Audit Committee is directly responsible for the appointment, oversight, qualification, independence, performance, compensation and retention of the Company’s independent registered public accounting firm, including audit fee negotiations. In addition to assuring the regular rotation of the lead audit partner as required by law, the Committee is involved in the selection, reviews and evaluation of the lead audit partner, and considers whether, in order to assure continuing auditor independence, there should be regular rotation of the independent registered public accounting firm.

The Audit Committee reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate and control such exposures. Management has the responsibility for the implementation of these activities. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016, including a discussion of the quality and the acceptability of the Company’s financial reporting and controls.

The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting. The Committee reviewed with the independent registered public accounting firm the firm’s judgments as to the quality and the acceptability of the Company’s financial reporting and such other matters as are required to be discussed with the Committee under auditing standards of the Public Company Accounting Oversight Board (United States) (PCAOB), including the matters required to be discussed by PCAOB Interim Auditing Standard AU Section 380, ~~Communication with Audit Committees~~. In addition, the Committee has discussed with the independent registered public accounting firm the firm’s independence from management and the Company, including the impact of non-audit-related services provided to the Company and the matters in the independent registered public accounting firm’s written disclosures required by Rule 3526 of the PCAOB, as may be modified or supplemented.

The Committee also discussed with the Company’s internal auditors and the independent registered public accounting firm in advance the overall scope and plans for their respective audits. The Committee meets regularly with the internal auditor and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 for filing with the Securities and Exchange Commission.

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

In accordance with its Charter, the Audit Committee has ~~reappointed~~selected KPMG LLP, ~~as the Company’s~~ independent registered public accounting firm, to audit the Company’s consolidated financial statements for fiscal ~~2017.~~



	~~Audit Committee~~
	~~J. S. Turley, Chair~~
	~~J. B. Bolten~~
	~~C. Kendle~~
	~~M. S. Levatich~~

~~Fees Paid to~~2018. KPMG LLP

~~The following are the fees of KPMG LLP,~~ served as the Company’s independent registered public accounting firm for ~~services rendered~~fiscal 2017 and has been retained continuously as the Company’s external auditor for more than 50 years.

The members of the Audit Committee believe that the continued retention of KPMG LLP is in ~~2015~~the best interests of the Company and ~~2016 ($ in millions):~~

2015
2016
Audit Fees $ 28.2
$ 24.5
Audit-Related Fees 4.8
15.0
Tax Fees 0.7
0.5
All Other Fees —
—
Total KPMG LLP Fees $ 33.7
$ 40.0

its shareholders. The Audit ~~Fees primarily represent~~Committee is asking the ~~cost~~shareholders to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the ~~audit~~fiscal year ending September 30, 2018.

The Audit Committee is not required to take any action as a result of the outcome of this ratification vote. In the event shareholders fail to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent accounting firm at any time during the year if the Committee determines that such a change would be in the Company’s ~~annual financial statements, reviews of SEC Forms 10-Q~~ and ~~10-K and statutory audit requirements at certain non-U.S. locations.~~

Audit-Related Fees for 2016 and 2015 include $12.8 million and $3.7 million, respectively, for audit procedures related to actual and potential divestitures. The remaining Audit-Related Fees for both years are primarily attributable to other acquisition and divestiture due diligence, audits of employee benefit plans, and statutory filings.

~~Tax Fees are related to tax compliance services.~~

the shareholders’ best interests.

The Audit Committee has approved in advance all services provided by KPMG LLP. ~~The Audit Committee’s pre-approval policies~~A member of KPMG LLP will be present at the meeting with the opportunity to make a statement and ~~procedures are included within the Audit Committee Charter, which can be found on the Company’s website at www.Emerson.com, Investors, Corporate Governance.~~

respond to appropriate questions from shareholders.

OUR BOARD AND AUDIT COMMITTEE UNANIMOUSLY RECOMMEND A VOTE

“FOR” THE RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROXY ITEM No. 2: 3:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

At each of the last ~~six~~seven Annual Meetings of ~~Stockholders,~~Shareholders, over 90% of shares voted were in support of the Company’s executive compensation program. Pursuant to Section 14A of the Exchange Act and SEC rules, our Board of Directors is again submitting for anon-binding ~~stockholder~~ shareholder vote our executive compensation as described in this proxy statement (commonly referred to as ~~“say-on-pay”~~“say-on-pay”). We plan to hold this vote annually.

Emerson is a performance-driven, financially focused company with a long track record of strong performance in good economic times, and stable profitability and returns to shareholders even when economic conditions are unfavorable. Ourpay-for-performance executive compensation program is an integral part of our consistent and rigorous management process. We believe it has effectively motivated and rewarded Emerson executives to meet the challenges of recessions, inflationary periods, technological changes, and intense global competition, and continues to do so today.

We encourage ~~stockholders~~shareholders to review the Compensation Discussion and Analysis on pages 1916 to ~~30.~~24. The Company’s executive compensation program, the core of which was established in 1977, supports Emerson’s rigorously-applied management process which has been implemented over the years by successive teams of talented and committed executives.

The foundational elements of our program include paying for performance, maximizing ~~stockholder~~shareholder value without excessive risk, aligning executive and ~~stockholder~~shareholder interests, providing competitive pay to attract and retain executives and rewarding results while recognizing individual contributions.

41 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

MANAGEMENT PROPOSALS

We believe the program strikes the appropriate balance between responsible, measured pay practices and incentivizing our executives to dedicate themselves fully to value creation for our ~~stockholders,~~shareholders, as evidenced by ~~Emerson's~~Emerson’s pay practices:

Pay for ~~Performance; No Entitlements.~~ ~~60-80% of named executive officer ("NEO")~~Performance.NEO compensation is tied to Company performance. ~~Performance drives pay.~~ (Pgs.16-22)

We ~~reward performance rather than creating a sense of entitlement.~~Target Competitive and Market Based Pay with Actual Pay Dependent on Performance. (Pgs. ~~19, 20, 22-27)~~16-22)

Long-Term Performance.Our primary incentive compensation – performance shares – is based on the ~~Company's~~Company’s achievement of established financial objectives over a minimum three year performance period. (Pgs. ~~24-26)~~16-22)

~~We Target Competitive and Market Based Pay with Actual Pay Dependent on Performance.~~ ~~We target total compensation in the median compensation range of comparable companies, with actual pay dependent on Company and individual performance. (Pgs. 20-26)~~

Maximize ~~Stockholder~~Shareholder Value While Mitigating Risk.Our performance shares program is based on above-market growth targets and rewards growth over the long term, discouraging short-term risk taking. (Pgs. ~~27-28)~~22-23)

~~Align Executives' Interests~~Alignment with ~~Stockholders.~~ Approximately 60-80% of NEO compensation is stock-based and NEOs are required to hold significant amounts of Company stock. All of our NEOs substantially exceed our ownership guidelines and sales of Company stock must be approved in advance by our CEO and another designated senior officer. (Pgs. 24-28) Our non-management Directors comply with ourShareholders. We have substantial stock ownership ~~guidelines~~requirements and ~~are generally required to hold equity awards until retirement from the Board. (Pg. 12)~~blackout, clawback, pledging and anti-hedging policies. (Pgs.22-23)

~~Clawback in Case of Misconduct.~~ ~~To better protect stockholder interests, our Board may in certain cases of misconduct recover an executive officer's annual bonus or long-term incentive awards. (Pg. 28)~~

No TaxGross-Ups.We do not provide taxgross-ups to our NEOs.

~~Limited~~No Employment, Severance or Golden Parachute ~~Agreements.~~ ~~We have no employment, severance or golden parachute agreements~~Agreements with any of our NEOs. ~~(Pgs.~~(Pgs. 23, 24, 28, 39-44) Under our Executive Officer Severance policy, we do not pay lump sum, non-forfeitable cash severance payments and departing executives forfeit awards if they breach their non-competition, non-solicitation or confidentiality agreements. Moreover, the policy limits certain payments to no more than 2.99 times most recent base salary and earned cash bonus. (Pg. 28)32-36)

Double Trigger Change of Control.We ~~added a~~utilize double trigger ~~provision~~provisions on change of control in our 2011 Stock Option Plan and in our 2015 Incentive Shares Plan. (Pgs. ~~28, 39-44)~~23,32-36)

We regularly evaluate the individual elements of our compensation program in light of market conditions and governance requirements and make changes as appropriate for Emerson’s business. For example, for fiscal 2016 we changed our award cycle for performance shares from triennial awards to annual awards, shortened our performance period to three years and deferred the payment of dividend equivalents on earned shares to the end of the performance period. While these changes retain Emerson's overall pay for performance philosophy and the primary elements of its compensation program, the Compensation Committee believes they align the program with the strategic repositioning of the Company, provide management with the opportunity to evaluate key performers more frequently, and are consistent with market practice.

The Board strongly endorses the Company’s executive compensation program and recommends that the ~~stockholders~~shareholders vote in favor of the following resolution:

RESOLVED, that the ~~stockholders~~shareholders approve the compensation of the Company’s named executive officers as described in this proxy statement under “Executive Compensation” and “Compensation Tables”, including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in this proxy statement.

Because the vote is advisory, it will not be binding upon the Board or the Compensation Committee and neither the Board nor the Compensation Committee will be required to take any action as a result of the vote. The Compensation Committee will carefully evaluate the outcome of the vote when considering future executive compensation arrangements. After our Annual Meeting on February ~~7, 2017,~~6, 2018, we expect that the nextsay-on-pay vote will occur at our next Annual Meeting scheduled to be held on February ~~6, 2018.~~

~~Board Recommendation~~

~~THE~~5, 2019.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE

“FOR” THIS PROPOSAL

42 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF ~~DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE~~ SHAREHOLDERS

MANAGEMENT PROPOSALS

~~FOR~~ ~~THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION.~~

PROXY ITEM No. ~~3: VOTE ON FREQUENCY~~4:

AMENDMENT OF ~~ADVISORY VOTES ON EXECUTIVE COMPENSATION~~

~~As required by Section 14A~~THE RESTATED ARTICLES OF INCORPORATION TO

ALLOW SHAREHOLDERS TO AMEND BYLAWS

The Board of Directors, upon the recommendation of the ~~Exchange Act~~Corporate Governance and ~~SEC rules, we are asking stockholders to vote, on an advisory basis, on whether~~Nominating Committee, has determined that it is in the ~~required say-on-pay vote in proposal 2 should occur every one, two or three years. SEC rules require us~~best interests of the Company to submit ~~this vote, commonly referred~~for approval by shareholders an amendment to our Restated Articles of Incorporation to provide shareholders the right to amend our Bylaws (the “Articles Amendment”).

Article 5, Section 3 of the Company’s Restated Articles of Incorporation currently provides that only the Board of Directors has the power to amend our Bylaws. The Articles Amendment would amend Article 5, Section 3 of the Restated Articles of Incorporation to allow the holders of a majority of the total voting power of all outstanding shares of voting stock of the Company, voting as a ~~“say on frequency” vote,~~single class, to ~~stockholders at least once every six years. You have~~amend the ~~option~~Company’s Bylaws, in addition to ~~vote for any one~~the Board’s power to amend.

Background of the ~~three options, or~~Proposal

Our Corporate Governance and Nominating Committee regularly considers a broad range of corporate governance issues and is committed to ~~abstain~~adopting governance practices that are the most beneficial to the Company and its shareholders. The ability of shareholders to amend bylaws is increasingly considered an important aspect of good corporate governance.

The Board recognizes that allowing shareholders to amend the Bylaws would enhance their rights and permit them to express their views on the ~~matter.~~

provisions of the Company’s governance documents. However, the Board also believes that the current structure helps ensure stability of the Company’s governance, including the conduct of Board and shareholder meetings, and helps reinforce the Board’s commitment to long-term shareholder value. Limiting the ability of shareholders to amend the Bylaws also provides protection against certain abusive tactics that could distract from the orderly management of the Company’s affairs and allows the Board to focus on long-term shareholder value. Due to these competing interests, the Board has determined that the Company’s shareholders should decide the appropriate balance of their involvement in corporate governance based on the Company’s facts and circumstances and their views of the proper role of shareholders in the governance process.

After careful deliberation, the Board adopted resolutions submitting the Articles Amendment to shareholders and is recommending the Articles Amendment to shareholders for approval. This proposal demonstrates the Board’s continuing commitment to strong corporate governance practices that promote accountability of management and our Board to our shareholders and that the Board believes are consistent with its goal of creating long-term, sustainable value for our shareholders.

The Board has determined that the appropriate standard for amendment of the Bylaws by shareholders is a majority of the total voting power of all outstanding shares of voting stock, voting as a single class. The Board believes that adopting this standard provides shareholders with the opportunity to participate meaningfully in the corporate governance of the Company.

This general description of the Articles Amendment is qualified in its entirety by reference to the text of the Articles Amendment, which is set forth in its entirety in Appendix B to this proxy statement. Additions to the Restated Articles of Incorporation are indicated by underlining and deletions are indicated by strike-outs.

The affirmative vote of 85% of the total voting power of all outstanding shares, whether or not present or represented by proxy at the 2018 Annual Meeting, is required to amend the Company’s Restated Articles of Incorporation to provide shareholders the right to amend the Company’s Bylaws. If the proposed Articles Amendment is adopted and becomes effective, the Board will adopt a conforming amendment to the Company’s Bylaws. If the Articles Amendment is not approved, the Restated Articles of Incorporation and Bylaws will remain unchanged.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE

“FOR” THIS PROPOSAL

43 PROXY STATEMENT FOR EMERSON 2018 ANNUAL MEETING OF SHAREHOLDERS

MANAGEMENT PROPOSALS

PROXY ITEM No. 5:

RATIFICATION, BYNON-BINDING ADVISORY VOTE,

OF FORUM SELECTION BYLAW

On August 2, 2016, the Board of Directors adopted an ~~annual~~amendment (“Amendment”) to the Company’s Bylaws to add a forum selection provision in Section 6 of Article VIII of the Bylaws. Shareholder approval was not required, but the Board has nevertheless decided to request that shareholders ratify the Amendment on an advisory ~~vote on executive compensation is~~basis.

The Amendment provides that, unless the ~~best approach~~Company consents to an alternative forum, the exclusive forum for specified legal actions generally will be the United States District Court for the Eastern District of Missouri, or, in some cases the Circuit Court located in St. Louis County, Missouri or other Missouri courts.

The specified actions include:

any derivative action brought on behalf of the Company,

any action asserting a claim of breach of a duty owed by any current or former Director, officer, employee, agent, shareholder or affiliate of the Company atto the Company or to its shareholders,

any action asserting a claim against the Company or any of its Directors, officers, employees, agents or shareholders arising pursuant to Missouri General and Business Corporation Law, the Company’s articles of incorporation or Bylaws,

any action asserting a claim against the Company or any of its directors, officers, employees, agents or shareholders governed by the internal affairs doctrine, or

any action to interpret, apply, enforce or determine the validity of the Company’s articles of incorporation or Bylaws.

Under the Amendment, shareholders are deemed to have given consent to personal jurisdiction for such actions in such forum. The full text of the Amendment is attached as Appendix C to this ~~time based on~~proxy statement.

Background and Reasons for Forum Selection Provision

The Board believes that the Company and its shareholders will benefit from having intra-corporate disputes litigated in Missouri, where the Company is incorporated and whose laws govern such disputes. The Amendment is intended to provide a streamlined, efficient and organized process for resolution of such disputes. The Amendment addresses plaintiff forum shopping and the related practice of filing parallel lawsuits in multiple jurisdictions. The Board approved the Amendment as a good governance measure in light of the incidence of such suits and multi-forum litigation.

In determining whether to adopt the Amendment, the Board considered a number of ~~considerations,~~factors, including the following:

~~While our compensation strategies are related~~The Amendment would allow the Company to ~~both~~potentially avoid litigating actions on the ~~short-term~~same topic in multiple jurisdictions, with the associated duplication of litigation expenses, the potential for inconsistent outcomes and ~~longer-term business outcomes, we make compensation decisions annually;~~the possibility that courts in other states will misconstrue Missouri law.

The Amendment limits forum shopping by plaintiffs’ lawyers and may discourage illegitimate claims.

~~An annual vote is consistent with our recent shift~~The Amendment retains the Company’s ability to consent to an ~~annual award cycle for performance shares, which aligns our executive compensation program with our strategic repositioning;~~alternative forum, if desired.

~~An annual vote provides stockholders~~The Amendment addresses where an action may be brought, not the ~~opportunity~~underlying substantive rights or remedies.

The trend toward adopting forum selection clauses in response to ~~evaluate key performers and our executive compensation program~~multi-forum litigation has been increasing.

The benefit of having the Board deliberate on whether to adopt such a provision on a “clear day” rather than in response to actual or threatened litigation.

Although forum selection provisions have become more ~~frequently;~~

Shareholders and other interested persons may contact the Lead Independent Director or any of our Directors in writing c/o Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary. All such letters will be forwarded promptly to the Lead Independent Director or relevant Director.

The Company’s Corporate Governance Principles and Practices and the charters of all Board committees are available on the Company’s website at www.Emerson.com, Investors, Corporate Governance. The foregoing documents are available in print to shareholders upon written request delivered to Emerson Electric Co., 8000 West Florissant Avenue, St. Louis, Missouri 63136, Attn: Secretary.

TheBy-Laws of the Corporation may be~~The power to make~~, altered, amended or repealed~~theBy-laws of the Corporation shall be vested solely in~~only by the Board of Directorsor by the holders of not less than a majority of the total voting power of all outstanding shares of voting stock of the Corporation, voting as a single class. TheBy-laws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or the Articles of Incorporation.


☐		Definitive Proxy Statement

ý☐		Definitive ~~Proxy Statement~~



o	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

☐	Fee paid previously with preliminary materials.


1. DATE AND TIME:	Tuesday, February 6, 2018, 10 a.m. CST
PLACE:	Emerson Headquarters, 8000 W. Florissant Avenue, St. Louis, MO 63136
ITEMS OF BUSINESS:	1.	To elect as Directors the four ~~Directors~~nominees named in the ~~attached~~accompanying proxy ~~statement;~~


	3.	To approve, on an advisory basis, the compensation of Emerson’s named executive officers.

	4.	To approve an amendment to the Company’s Restated Articles of Incorporation to provide shareholders the right to amend the Company’s Bylaws.

	5.	To ratify, on an advisory basis, the Company’s forum selection Bylaw.

	6.	To vote upon the ~~stockholder~~four shareholder proposals described in the accompanying proxy statement, if properly presented at the meeting.

	7.	To transact other business, if any, properly brought before the meeting.
WHO CAN VOTE:	Record holders of Emerson common stock at the close of business on November 28, 2017
HOW TO VOTE:	Your vote is important and we urge you to cast your vote in advance of the meeting by telephone, internet or mailing your completed and signed proxy card or voting instruction form, or in person at the meeting. If you attend the meeting you may revoke your previously cast vote and vote in person. Each share is entitled to one vote on each matter to be voted upon at the Annual Meeting.
MEETING ADMISSION:	An admission ticket for record holders (or a satisfactory account statement for street name holders) is required to attend the meeting. Please see “Proxy Statement Summary” for information on attending the meeting. If you have questions regarding the required information, or to request an admission ticket, please contact the Emerson Investor Relations Department at314-553-2197 in advance.
2017 ANNUAL REPORT AND DATE OF DISTRIBUTION:	For more complete information regarding Emerson, please review the Annual Report to Shareholders and the Company’s Annual Report on Form10-K for the fiscal year ended September 30, 2017. A copy of our Annual Report to Shareholders for the fiscal year ended September 30, 2017 accompanies this Notice of Annual Meeting of Shareholders and Proxy Statement. This Notice of Annual Meeting of Shareholders and Proxy Statement and the Annual Report to Shareholders are first being made available or mailed to shareholders on or about December 15, 2017.


		By order of the Board of Directors,
December 15, 2017		SARA YANG BOSCO
St. Louis, Missouri		Secretary



o☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))



o☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



o☐		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

	statement.
2.	~~To hold an advisory vote to approve our executive compensation;~~



		Page
Letter to Shareholders		i

6. Notice of Annual Meeting of Shareholders	~~To transact such other~~	ii

Proxy Statement Summary		1

Board and ~~further business, if any, as lawfully may be brought before~~Committee Operations

Board and Corporate Governance		5

Corporate Governance and Nominating Committee		10

Audit Committee		12

Compensation Committee		14

Executive Compensation

Compensation Discussion and Analysis		16

Compensation Tables

Summary Compensation Table		25

Grants of Plan-Based Awards		26

Outstanding Equity Awards at FiscalYear-End		27

Option Exercises and Stock Vested		29

Pension Benefits		29

Nonqualified Deferred Compensation		31

Potential Payments Upon Termination or Change of Control		32

Management Proposals

Proxy Item No. 1: Election of Directors		37

Proxy Item No. 2: Ratification of Independent Registered Public Accounting Firm		41

Proxy Item No. 3: Advisory Vote on Executive Compensation		41

Proxy Item No. 4: Amendment of the ~~meeting.~~Restated Articles of Incorporation to Allow Shareholders to Amend Bylaws		43

Proxy Item No. 5: Ratification of Forum Selection Bylaw		44

Shareholder Proposals

Proxy Item No. 6: Shareholder Proposal on Independent Board Chair		46

Proxy Item No. 7: Shareholder Proposal on Political Contributions Reporting		50

Proxy Item No. 8: Shareholder Proposal on Lobbying Reporting		53

Proxy Item No. 9: Shareholder Proposal on Greenhouse Gas Emissions		55

Ownership of Emerson Equity Securities

Ownership of Directors and Executive Officers		57

Ownership of Greater than 5% Shareholders		58

Section 16(a) Beneficial Ownership Reporting Compliance		59

Questions and Answers About the 2018 Annual Meeting		59

Other Matters		62

Appendix A – Emerson Director Independence Standards		A-1

Appendix B – Proposed Amendment to Restated Articles of Incorporation		B-1

Appendix C – Forum Selection Bylaw		C-1


Voting Matter		Recommendation	Vote Standard*	Page
Management Proposals

Item 1	Election of Directors	FOR each nominee	Majority present & entitled to vote	37

Item 2	Ratification of appointment of KPMG LLP as Independent Registered Public Accounting Firm	FOR	Majority present & entitled to vote	41

Item 3	Approval of named executive officer compensation	FOR	Majority present & entitled to vote	41

Item 4	Approval of an amendment to Restated Articles of Incorporation to provide shareholders the right to amend Bylaws	FOR	85% of total voting power outstanding	43

Item 5	Ratification of the Company’s forum selection Bylaw	FOR	Majority present & entitled to vote	44
Shareholder Proposals

Item 6	Approval of proposal to adopt an independent Board Chair policy	AGAINST	Majority present & entitled to vote	46

Item 7	Approval of proposal requesting a political contributions report	AGAINST	Majority present & entitled to vote	50

Item 8	Approval of proposal requesting report on lobbying expenditures	AGAINST	Majority present & entitled to vote	53

Item 9	Approval of proposal on greenhouse gas emissions	AGAINST	Majority present & entitled to vote	55
* For the election of Directors, you have the choice of voting “FOR” all or individual nominees or to “Withhold Authority” to vote for all or individual nominees. For the other proposals, you have the choice to vote “FOR”, “AGAINST” or “ABSTAIN”.


Voting Method		Shareholders of Record and Employee Benefit Plan Participants	Street Name Holders

Internet	Visit the applicable voting website:	www.proxyvote.com	www.proxyvote.com

Telephone	Within the United States, U.S. Territories and Canada, call toll-free:	1-800-690-6903	1-800-690-6903

Mail	Complete, sign and mail your proxy card or voting instruction form in the self-addressed, postage paid envelope provided, or return it to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

In-Person	For instructions on attending the 2018 Annual Meeting in person, see “Attending the Meeting” below.



Nominees For Terms Ending In Year Specified

		~~Page~~
~~Notice of Annual Meeting of Stockholders~~		~~Cover~~
	~~Proxy Item No. 1: Election of Directors~~	3
	~~Stock Ownership of Directors, Executive Officers and 5% Beneficial Owners~~	6
	~~Corporate Governance and Ethics~~	7
	~~Board Leadership Structure and Role in Risk Oversight~~	8
	~~Director Independence~~	8
	~~Board of Directors and Committees~~	10
	~~Director Compensation~~	12
	~~Code of Ethics~~	14
	~~Compensation Committee Interlocks and Insider Participation~~	14
	~~Section 16(a) Beneficial Ownership Reporting Compliance~~	14
	~~Report of the Audit Committee~~	15
	~~Fees Paid to KPMG LLP~~	16
	~~Proxy Item No. 2: Advisory Vote on Executive Compensation~~	17
	~~Proxy Item No. 3: Vote on Frequency of Advisory Votes on Executive Compensation~~	18
	~~Executive Compensation~~	19
	~~Compensation Discussion and Analysis~~	19
	~~Compensation Committee Report~~	30
	~~Summary Compensation Table~~	31
	~~Grants of Plan-Based Awards~~	33
	~~Outstanding Equity Awards at Fiscal Year-End~~	34
	~~Option Exercises and Stock Vested~~	36
	~~Pension Benefits~~	36
	~~Nonqualified Deferred Compensation~~	38
	~~Potential Payments Upon Termination or Change of Control~~	39
	~~Proxy Item No. 4: Ratification of Independent Registered Public Accounting Firm~~	45
	~~Proxy Item No. 5: Stockholder Proposal on Independent Board Chair~~	45
	~~Proxy Item No. 6: Stockholder Proposal on Political Contributions Reporting~~	48
	~~Proxy Item No. 7: Stockholder Proposal on Lobbying Reporting~~	51
	~~Proxy Item No. 8: Stockholder Proposal on Greenhouse Gas Emissions~~	53
	~~Voting~~	55
	~~Stockholders' Proposals~~	55
	~~Miscellaneous~~	56
	~~Householding of Proxies~~	56
	~~Additional Filings~~	56
~~Appendix A~~
	~~Emerson Director Independence Standards~~	~~A - 1~~


Arthur F. Golden (2021)			Partner, Davis Polk and Wardwell Age: 71 Director Since 2000 Committees*: EC, FC	Candace Kendle (2021)	Retired Chairman and Chief Executive Officer, Kendle International, Inc. Age: 70 Director Since 2014 Committees: AC, NC
James S. Turley (2021)			Retired Chairman and Chief Executive Officer, Ernst & Young LLP Age: 62 Director Since 2013 Committees: AC, EC, NC	Gloria A. Flach (2020 – To Balance Board Classes)	Corporate Vice President and Chief Operating Officer, Northrop Grumman Corporation Age: 58 Director Since 2017 Committees: CC, FC

To Continue In Office Until 2020
David N. Farr			Chairman and Chief Executive Officer, Emerson Age: 62 Director Since 2000 Committee: EC	Matthew S. Levatich	President and Chief Executive Officer, Harley Davidson, Inc. Age: 52 Director Since 2012 Committees: AC, CC

To Continue In Office Until 2019
Clemens A. H. Boersig			Retired Chairman of the Supervisory Board, Deutsche Bank AG Age: 69 Director Since 2009 Committees: CC, EC, FC	Joshua B. Bolten	President and Chief Executive Officer, Business Roundtable Age: 63 Director Since 2012 Committees: AC, EC, NC
Randall L. Stephenson			Chairman, Chief Executive Officer and President, AT&T Inc. Age: 57 Director Since 2006 Committees: CC, EC, NC	*AC Audit Committee CC Compensation Committee EC Executive Committee FC Finance Committee NC Corporate Governance and Nominating Committee



o☒		Preliminary Proxy Statement

Additional Materials

o☐		~~Definitive Additional Materials~~



o		Soliciting Materials Pursuant to § 240.14a-12


$ in millions	2016		2017

Audit Fees	$	24.5	$	20.9

Audit-Related Fees		15.0		4.7

Tax Fees		0.5		0.5

All Other Fees		—		—

Total KPMG LLP Fees	$	40.0	$	26.1



Name and Address	Total Shares of Emerson Common Stock Beneficially Owned	Percent of Class
The Vanguard Group (1)	41,576,785	6.5%
100 Vanguard Blvd., Malvern, PA 19355

BlackRock, Inc. (2)	39,806,559	6.2%
55 East 52nd Street, New York, NY 10055



Name(1)	Fees Earned or Paid in Cash ($)	Stock Awards ($)(2)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)(5)	Total ($)
C. A. H. Boersig	148,000	139,978		5,000	292,978
J. B. Bolten	143,500	139,978		7,500	290,978
A. A. Busch III(6)	40,834	—	7,377	260,000	308,211
A. F. Golden	122,500	139,978	54,960	10,000	327,438
H. Green(7)	11,334	—		—	11,334
W. R. Johnson	134,500	139,978		—	274,478
C. Kendle	125,500	139,978		—	265,478
M. S. Levatich	134,500	139,978		10,000	284,478
J. W. Prueher	134,500	139,978	8,000	—	282,478
R. L. Stephenson	154,500	139,978	8,655	10,000	313,133
J. S. Turley	148,500	139,978		—	288,478



~~Caterpillar~~	~~Eaton~~	~~Illinois Tool Works~~	~~Parker Hannifin~~	~~Textron~~
~~Cummins~~	~~Fluor~~	~~Ingersoll Rand~~	~~PPG~~	~~United Technologies~~
~~Danaher~~	~~General Dynamics~~	~~International Paper~~	~~Raytheon~~	3M
~~Deere~~	~~Goodyear Tire~~	~~Lockheed Martin~~	~~Schlumberger~~
~~DuPont~~	~~Honeywell~~	~~Northrop Grumman~~	~~TE Connectivity~~



Name	FY 2015 (Rate)		FY2016 (Rate)		2015-2016 Percentage Increase
D. N. Farr	$	1,300,000	$	1,300,000	—	%
E. L. Monser	$	720,000	$	740,000	2.8	%
F. J. Dellaquila	$	620,000	$	660,000	6.5	%
E. M. Purvis	$	650,000	$	660,000	1.5	%



Name	FY2015		FY2016		2015-2016 Percentage Change
D. N. Farr	$	1,800,000	$	1,700,000	(5.6)	%
E. L. Monser	$	1,000,000	$	950,000	(5.0)	%
F. J. Dellaquila	$	1,000,000	$	950,000	(5.0)	%
E. M. Purvis	$	800,000	$	760,000	(5.0)	%



Fiscal 2016 Annualized Total Compensation Mix*
	Percentage of Total Compensation that is:		Percentage of Performance Based Total that is:		Percent of Total Compensation that is:
Name	Performance Based	Fixed	Annual	Long- Term	Cash	Equity
D. N. Farr	68%	32%	17%	83%	20%	80%
E. L. Monser	84%	16%	23%	77%	35%	65%
F. J. Dellaquila	80%	20%	24%	76%	33%	67%
E. M. Purvis	82%	18%	21%	79%	32%	68%
S. J. Pelch	83%	17%	12%	88%	23%	77%



*	The percentage ranges in the table above are based on amounts for annualized base salary, annual bonus and long-term compensation (performance shares, stock options and restricted stock). Other forms of compensation that are shown in the Summary Compensation Table were not included. Values for long-term stock compensation, as determined by our compensation consultant, are based on the fair value at grant for performance shares, and annualized over the vesting terms for stock options and restricted stock. The competitive data we use is calculated in the same manner. For purposes of this table, (i) annual bonus, performance shares and stock options are performance based compensation, (ii) performance shares and stock options are long-term, performance based compensation, (iii) base salary and annual bonus are the only forms of cash compensation, and (iv) performance shares, stock options and restricted stock are equity compensation.



	~~Compensation Committee~~ ~~R. L. Stephenson, Chair~~ ~~C. A. H. Boersig~~ ~~W. R. Johnson~~ ~~M. S. Levatich~~ ~~J. W. Prueher~~



Name and Principal Position	Fiscal Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)(5)	Total ($)	Three Year Average ($)
D. N. Farr	2016	1,300,000	1,700,000	7,368,000	—	4,258,000	511,533	15,137,533	13,320,201
Chairman of the Board and	2015	1,300,000	1,800,000	10,335,200	—	1,439,000	439,613	15,313,813	16,714,008
Chief Executive Officer(6)	2014	1,300,000	1,800,000	—	2,966,000	2,985,000	458,258	9,509,258	15,062,777

E. L. Monser	2016	740,000	950,000	2,456,000	—	815,000	133,436	5,094,436	4,018,124
President	2015	720,000	1,000,000	—	—	736,000	143,073	2,599,073	5,559,919
	2014	700,000	990,000	—	1,779,600	698,000	193,264	4,360,864	5,604,923

F. J. Dellaquila	2016	660,000	950,000	2,456,000	—	1,785,000	115,775	5,966,775	5,232,688
Senior Executive Vice	2015	620,000	1,000,000	—	—	898,000	115,678	2,633,678	5,717,729
President and Chief Financial	2014	600,000	950,000	649,600	1,483,000	3,282,000	133,012	7,097,612	5,580,786
Officer

E. M. Purvis	2016	660,000	760,000	2,456,000	—	278,000	265,127	4,419,127	N/A
Executive Vice President and	2015	609,562	800,000	833,700	347,700	91,000	304,770	2,986,732	N/A
Chief Operating Officer

S. J. Pelch	2016	435,000	350,000	3,192,800	—	228,000	126,401	4,332,201	N/A
Executive Vice President --
Organization Planning and
Development


~~(1)~~	~~Represent bonus amounts paid after the end of the fiscal year with respect to that fiscal year’s performance.~~



Name	Perquisites(a)		Savings Plan(b)		Life Insurance(c)		Other(d)	Total(e)
D. N. Farr	$	415,103	$	77,500	$	18,930	—	511,533
E. L. Monser	$	59,780	$	43,478	$	30,178	—	133,436
F. J. Dellaquila	$	56,261	$	41,458	$	18,056	—	115,775
E. M. Purvis	$	38,485	$	36,489	$	15,153	175,000	265,127
S. J. Pelch	$	38,518	$	19,822	$	5,561	62,500	126,401


~~(b)~~	~~Contributions by the Company for the named executive officers to the Company’s savings plans.~~


~~(c)~~	~~Premiums paid by the Company on behalf of the named executive officers for term life insurance.~~


~~(d)~~	~~Represents the second of two payments in January 2016 under retention awards made to Messrs. Purvis and Pelch in October 2013, prior to becoming NEOs. The first payment was made in April 2015.~~


~~(6)~~	~~Mr. Farr does not receive any separate compensation for his service as a Director.~~


~~(1)~~	~~The options become exercisable in three equal annual installments beginning one year after the date of grant.~~


~~(2)~~	~~Consists of restricted stock for each of the named executive officers which vests as follows:~~


~~(3)~~	~~Based on the closing market price of the Company’s common stock of~~ ~~$54.51 on September 30, 2016.~~


~~(6)~~	Except for the performance share awards granted in November 2015, the economic interests in one-half of the equity awards identified were transferred to Mr. Monser’s ex-wife in fiscal 2015 pursuant to a domestic relations order and are held by Mr. Monser for her benefit. Upon vesting, the full amount of any such earned award will be shown in the Option Exercises and Stock Vested table.