ESCO TECHNOLOGIES INC

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C., 20549

**SCHEDULE 14A

(RULE 14a-101)

**INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

**PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Check the appropriate box:

ESCO TECHNOLOGIES INC.

(Name of Registrant as Specified in Its Charter)

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

Payment of filing fee (Check the appropriate box):

ESCO Technologies Inc. 9900A Clayton Road St. Louis, MO 63124 Bryan Sayler Chief Executive Officer and President

December 16, 2024 Dear Fellow Shareholders, I am pleased to invite you to attend our 2025 Annual Meeting of Shareholders of ESCO Technologies Inc., to be held on Tuesday, February 4, 2025 at the Innisbrook Resort, 36750 U.S. Highway North, Palm Harbor, Florida 34684, at 8:00 a.m. Eastern Standard Time. The accompanying Notice of Annual Meeting and Proxy Statement describe the items of business that will be discussed and voted on at the Meeting. We value your input and encourage you to review this material as well as our Annual Report for fiscal 2024 and to vote your shares of common stock. You have a choice of voting online, by telephone, by returning the enclosed proxy card by mail, or at the Meeting. Our technology-oriented businesses provide highly engineered solutions serving industrial markets. We have a highly-skilled workforce and a long history of product innovation focused on building the next generation of solutions for our customers. In 2024 we delivered record revenue, earnings, orders and ending backlog. Revenue exceeded $1 billion for the first time, GAAP EPS increased 10 percent, and ending backlog increased 14% during the year as we continue to see strong demand across our aerospace, defense, utility and renewables end markets. Our differentiated solutions in markets with long-term secular growth drivers have us well positioned going forward. We are excited for the future as we look to build on recent momentum by continuing to execute on our growth strategy in order to deliver long-term value for our shareholders. On behalf of the Board of Directors and all of us at ESCO, thank you for your ongoing support. Sincerely, Bryan Sayler Chief Executive Officer and President

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

St. Louis, Missouri

December 16, 2024

To the Shareholders of ESCO Technologies Inc.:

The 2025 Annual Meeting of the shareholders of ESCO Technologies Inc. will be held on Tuesday, February 4, 2025 at the Innisbrook Resort, 36750 U.S. Highway North, Palm Harbor, Florida 34684, beginning at 8:00 a.m. Eastern Standard Time, for the following purposes:

Your Board of Directors recommends that you vote: ● FOR each nominee for director, and ● FOR Proposals 2 and 3.

Shareholders of record at the close of business on November 27, 2024 are entitled to vote at the Meeting.

Information about each of the above Proposals, as well as instructions for voting and additional relevant information concerning the Company, are set forth in the accompanying Proxy Statement and in the “Important Notice Regarding the Availability of Proxy Materials” sent to all shareholders entitled to vote at the Meeting beginning on or about December 16, 2024.

By Order Of The Board Of Directors,

David M. Schatz

Senior Vice President, General Counsel and Secretary

This Notice, the Proxy Statement attached to this Notice and our Annual Report to Shareholders for the fiscal year ended September 30, 2024 are available electronically at www.envisionreports.com/ESE and on our website at www.escotechnologies.com. Even if you plan to attend the Meeting in person, PLEASE VOTE: ● Electronically via the Internet at www.investorvote.com/ESE; or ● By telephone within the United States, U.S. territories or Canada at 1 800 652 VOTE (8683); or ● If you requested paper or e-mail copies of the proxy materials, please complete, sign, date and return the proxy card.

Proxy Statement Table of Contents