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

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

ENERSYS

(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 all boxes that apply):

A MESSAGE FROM OURINDEPENDENTNON-EXECUTIVE CHAIR OF THE BOARD

AND OURCHIEF EXECUTIVE OFFICER

Dear Fellow Stockholders:

In Fiscal Year 2025, we executed our strategy even in a challenging environment. We expanded our share in the attractive and growing defense market, optimized our organization, reduced costs, invested in high-speed, flexible production capacity; and streamlined operations. We strengthened our foundation for future growth and expanded our military and defense capabilities through the acquisition of Bren-Tronics.

Growing Profitability and Cash Flow

We generated revenue growth amid slower demand in key end markets, particularly in communications and transportation, balanced by stronger performance in logistics & warehousing and aerospace & defense. Pricing improvements and stronger sales of higher-margin, maintenance-free products helped mitigate the impact of volume pressure. The Bren-Tronics acquisition and operational improvements in our Energy Systems business further bolstered our overall performance.

EnerSys generated full year operating cash flow of $260.3 million, down $196.7 million from the prior year; free cash flow(b) of over $139.3 million, down $231.3 million from the prior year; returned over $192 million to stockholders through share repurchases and dividends; and increased net leverage(b), ending the year at 1.3x.

Key Highlights

We advanced on our key strategic initiatives, delivered on our technology innovation roadmap, and received numerous accolades and awards. Highlights include:

Advancing Strategic Execution

Delivering Technology Innovation

Recognition and Awards

Leadership Transitions

We welcomed to our board Mr. David Habiger, Vice Chairman of J.D. Power and Ms. Lauren Knausenberger, Executive VP and Chief Innovation Officer at SAIC, their deep technology and digital expertise bring new perspectives as we broaden our portfolio to include more systems and related services offerings.

We express our deepest gratitude to Dave Shaffer for his visionary leadership throughout his more than nine years as CEO and nearly two decades with EnerSys. Under Dave’s leadership, EnerSys has transformed from a traditional lead-acid battery company with limited scale into a global leader in energy systems solutions, growing revenue by some 56% through strategic acquisitions and groundbreaking product innovations. Today EnerSys is uniquely position with a portfolio of smart battery and energy management technologies, including both lithium-ion and lead chemistries. We sincerely thank Dave for his contributions to EnerSys and the battery industry.

In May, the board appointed Shawn O’Connell as EnerSys’ new CEO. Shawn has been a highly respected and experienced member of our executive team who has consistently demonstrated exceptional leadership, deep industry expertise, and a clear strategic vision for the future. He has held key executive positions in each of our core businesses and international operating regions. Our Board is confident that Shawn’s leadership will build on EnerSys’ strong foundation and drive the Company forward into its next chapter of profitable growth.

Looking Ahead

As we look ahead to 2026 and beyond, we are confident in our strong position as a leading global provider of energy storage solutions. Our solutions are integral to critical infrastructure across communications, data centers, logistics, transportation, and aerospace and defense sectors. As the global energy landscape continues to evolve, we remain focused on delivering reliable, resilient, and efficient energy systems that support our customers, strengthen national infrastructure, and enhance energy security. We are excited about the future of EnerSys and our ability to drive profitable growth and enhance shareholder value.

Thank you for your trust in us, for investing in our future, and for being an integral part of our journey.

(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 $434.1 million in FY’24 and $558.6 million in FY’25. 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 21, 2025.

“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 2025 Annual Meeting will be held virtually on Thursday, July 31, 2025, 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,

Paul J. Tufano

Independent Non-Executive Chair of the Board

NOTICE of 2025 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 July 31, 2025 The Proxy Statement and Annual Report to Stockholders are available at www.enersys.com and at www.proxydocs.com/ENS.