EnerSys (ENS) Proxy filing summary

Executive summary

• Fiscal year 2026 saw record net sales of $3.75B and record adjusted diluted EPS, with strong cash generation and $408M returned to stockholders via repurchases and dividends.

• Strategic initiatives included the launch of the EnerGize framework, cost reductions, plant closures, and a focus on higher-value solutions and diversified end markets.

• Innovation efforts advanced next-gen lithium solutions, battery energy storage systems, and AI integration in operations and products.

• The board maintained active oversight on strategy, capital allocation, risk, technology, and sustainability, with a continued separation of Chair and CEO roles.

Voting matters and shareholder proposals

• Stockholders are to vote on electing four Class I directors, ratifying Ernst & Young LLP as auditor for FY2027, and an advisory say-on-pay vote for executive compensation.

• The board recommends voting FOR all proposals.

• The annual meeting is virtual, with multiple voting methods available.

Board of directors and corporate governance

• The board consists of ten members divided into three staggered classes, with a mix of seasoned and new directors.

• All directors except the CEO are independent; there are no familial relationships among directors or executives.

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• The board emphasizes diversity, integrity, and relevant expertise in director selection.

• Stock ownership guidelines and anti-hedging/pledging policies are in place for directors.