EnerSys

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant

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ENERSYS

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A MESSAGE FROM OURINDEPENDENTNON-EXECUTIVE CHAIR OF THE BOARD

AND OURCHIEF EXECUTIVE OFFICER

Dear Fellow Stockholders:

As we reflect on fiscal year 2024, we are pleased to report substantial progress toward our long-term strategic goals. Our robust balanced business model and our team’s resilience and adaptability enabled us to navigate temporary market headwinds while delivering innovation and increasing efficiency. We successfully launched several new products, enhanced our service offerings, and expanded our capabilities in lithium technologies. We strengthened our market position during this challenging period and have built a strong foundation for sustainable growth.

Growing Profitability and Cash Flow

In fiscal 2024, we grew earnings despite a decline in revenue that was primarily due to spending pauses in the telecommunications and broadband sectors. While Advanced Manufacturing Production Credits under the Inflation Reduction Act (IRA) / IRC 45X were the primary driver of our 53% increase in EPS, our base business also contributed to our increased profitability. We were able to hold price, supported by the customer value our leading products deliver, while sales of our higher margin maintenance-free products helped offset the impact of lower volumes.

EnerSys generated full year operating cash flow of $457 million, up $177 million from the prior year, free cash flow(b) of over $370 million, up $180 million from the prior year, returned over $130 million to stockholders through share repurchases and dividends and reduced net leverage(b), ending the year at 1.0x.

Our expanded eligibility for tax credits under the IRA demonstrates EnerSys’ critical importance as a domestic battery supplier. It is important to note that the full benefit of the IRA credits will not impact our cash flow until our fiscal year 2024 tax filings are finalized and we receive an expected tax refund in calendar year 2025.

Leading Innovation to Enable Energy Transition

We delivered on our technology innovation roadmap, achieving key milestones for several new products during the year. Highlights include:

We announced preliminary plans to develop a 4GWh lithium cell factory in Greenville, South Carolina, to advance and accelerate our lithium product roadmap. In February 2024, we secured $200 million in state and local incentives, and we have applied to the Department of Energy for additional funding with awards expected to be announced during calendar year 2024. We anticipate a final decision to be made this fall, pending approval from our Board of Directors. Our increased eligibility for expected IRA tax credits provides further support for our domestic investments in advanced manufacturing, as the law intended. We continue to believe that the long-term market dynamics for lithium products strongly support the strategic importance of owning our own domestic supply of lithium cells.

In May 2024, we signed an agreement to acquire Bren-Tronics, Inc., a leading U.S. manufacturer of portable power solutions, including small and large format lithium batteries and charging solutions, for military and defense applications. Bren-Tronics’ complementary product portfolio will help expand our presence in the attractive and growing defense end market, and further accelerate our lithium strategy.

Recognized as an Industry Leader in Sustainability

We are committed to improving the sustainability, resiliency, and efficiency of our products, tailoring our services to help our customers reach their sustainability goals, and reducing our operational impact on the environment. As we advance solutions that contribute to a more sustainable future, we remain committed to minimizing the impact of our manufacturing, transportation, and distribution processes.

Our 2023 Sustainability Report highlights the following achievements:

We were proud to be publicly recognized for our leadership in sustainability. In 2023, we improved our EcoVadis score, moving into the top 14% of all companies, retaining our Silver top 15% rating.

We also received the Energy Efficiency Initiative of the Year Award as part of Environmental Finance’s Sustainable Company Awards. This recognition was given specifically for implementation of the EnerSys Operating System (EOS), a lean management program designed to identify, reduce, or eliminate waste and associated costs across its operations.

For a second consecutive year, EnerSys was named to Newsweek’s list of America’s Most Responsible Companies 2024, with an improvement of 41 places in the rankings as a top performer for corporate responsibility in the Technology Hardware industry category.

In April 2024, we were awarded our second Better Practice Award from the U.S. Department of Energy Better Plants Program. This year’s recognition related to our implementation of the cold-cube cutting process, a revolutionary advancement in lead battery manufacturing that significantly reduces emissions and enhances the safety and health of our employees.

Fostering a Great Place to Work

In February 2024, we were honored for the 10 th consecutive year by the Material Handling Equipment Distributors Association with the 2024 Most Valuable Supplier Award. We were also proud to be ranked among the Top 10 Military Friendly® Supplier Diversity Programs in the $1 billion to $5 billion annual sales category. In 2023, we achieved certifications as a Great Place to Work, with recognition from 18 countries in which we operate, up from three in the prior year. Additionally, EnerSys earned the 2024 Military Friendly® Employer Designation for our comprehensive and impactful military initiatives.

All of these awards are a testament to EnerSys’ commitments to business excellence and community service.

Retirement of Veteran Board Members

This proxy season marks a milestone year, with the retirement of two of our long-standing Board members. It is with deep gratitude that we wish farewell to our Chair of the Board, Arthur T. Katsaros, and the former Chair of the Nominating & Corporate Governance Committee, General Robert Magnus. Hwan-Yoon F. Chung will also be leaving the Board at the end of his term following 18 years of service. Over their years of service, these three directors have helped EnerSys navigate both prosperous and challenging times. Through their dedication to our culture of integrity and excellence, they have been instrumental in shaping our position as an industry leader and as a critical enabler of energy transition. We sincerely thank Messrs. Katsaros and Chung and General Magnus for their significant contributions to EnerSys.

Looking Ahead

There is a lot to be excited about in fiscal year 2025 and beyond. We remain focused on delivering on our strategic objectives, including executing our lithium strategy and generating growth and margin expansion across our diversified end markets. We will continue to optimize our operations and capitalize on market growth opportunities.

As we look ahead to the 20th anniversary of our Initial Public Offering on July 30, 2024, we extend our deepest gratitude to our stockholders, customers, employees and other stakeholders. Over the past two decades, your support has empowered us to innovate, expand, and overcome challenges, shaping EnerSys into the industrial technology leader we are today. On this milestone, we will reflect on our past achievements and reaffirm our commitment to excellence and execution. With your ongoing partnership, we look forward to continuing our journey, delivering long-term value through profitable growth and our disciplined capital allocation strategy.

Thank you for believing in us, for investing in our future, and for being an integral part of our story.

(a) EBITDA is anon-GAAP financial metric. Net Earnings are adjusted for GAAP depreciation, amortization, interest and income taxes to arrive at EBITDA, which was $361.3 million in FY’23 and $434.1 million in FY’24. See Footnote (b) for additional information.

(b) Adjusted operating earnings, EBITDA, adjusted diluted earnings per share, free cash flow and net leverage ratio arenon-GAAP financial metrics. Please refer to “Management’s Discussion and Analysis” in our Annual Report on Form 10-K attached to this letter for additional information and to a reconciliation of thenon-GAAP measures to the comparable GAAP measure contained in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on May 22, 2024.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this letter and proxy statement regarding EnerSys’ business, which are not historical facts, are “forward-looking statements” that involves risks and uncertainties. For a discussion of such risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see EnerSys’ filings with the Securities Exchange Commission, including “Item 1A. Risk Factors” in EnerSys’ Annual Report on Form 10-K attached to this letter. These statements speak only as of the date of this letter and proxy statement, even if subsequently made available by EnerSys on its website or otherwise. EnerSys undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this letter and proxy statement.

ANNUAL MEETING INVITATION

Dear Fellow Stockholder:

Our 2024 Annual Meeting will be held virtually on Thursday, August 1, 2024, at 10:00 a.m. (Eastern Time). We have carefully contemplated the forum in which to conduct the annual meeting and determined that holding a virtual meeting live via webcast creates an inclusive environment that affords all Stockholders the opportunity to attend and participate in the meeting. Stockholders will not be able to attend the Annual Meeting in person.

The Annual Meeting will be accessible online only at www.proxydocs.com/ENS (the “Annual Meeting platform”). We encourage you to access the Annual Meeting platform prior to the start time and allow sufficient time to log into the virtual Annual Meeting and test your computer system. You can do so by entering the control number found on the proxy card or voting instruction form that accompanied your previously distributed proxy materials when requested by the Annual Meeting platform. Upon registering for the Annual Meeting, you will receive an email with additional information related to the virtual meeting. You may vote and ask questions during the Annual Meeting by following the instructions available on the Annual Meeting platform.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting virtually, we urge you to read these proxy materials and cast your vote on the matters that will be presented at the Annual Meeting. Stockholders of record have the option of voting by telephone, through the Internet or by completing, signing, dating, and returning the enclosed proxy card in the envelope provided. Doing so will not prevent you from voting virtually during your attendance at the Annual Meeting.

Thank you for your continued support and interest in EnerSys.

Sincerely,

Arthur T. Katsaros

Independent Non-Executive Chair of the Board

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors

Joseph G. Lewis

Chief Legal & Compliance Officer and Secretary

Your vote is important!

Stockholders of record can vote their shares by using the Internet or the telephone or by attending the meeting virtually and voting in accordance with the website’s instructions. Instructions for voting by using the Internet or the telephone are set forth in the Notice of Internet Availability that has been provided to you. Stockholders of record who received a paper copy of the proxy materials also may vote their shares by marking their votes on the proxy card provided, signing, and dating it, and mailing it in the envelope provided, or by attending the meeting and voting virtually.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on August 1, 2024 The Proxy Statement and Annual Report to Stockholders are available at www.enersys.com and at www.proxydocs.com/ENS.