Independent
Tenure on this board
6.1 yrs
10 nominees · 3 ballot items.
Elect four Class I directors; ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal 2027; and an advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).
Elect four Class I director nominees (Caroline Chan, Steven M. Fludder, Paul J. Tufano, and Rudolph Wynter) each to serve until the 2029 annual meeting of stockholders.
Ratify the appointment of Ernst & Young LLP as EnerSys’ independent registered public accounting firm for the fiscal year ending March 31, 2027.
Non-binding advisory vote to approve the compensation of EnerSys’ named executive officers as disclosed in the proxy statement (the 'say-on-pay' vote).
This non-binding advisory proposal asks shareholders to approve the Company’s disclosed compensation program for its named executive officers. Management seeks this vote to obtain shareholder feedback and confirm support for pay practices that tie a substantial portion of executive pay to company performance and long-term stockholder value. The Company’s program for fiscal 2026 combined annual cash incentives (the MIP) weighted to adjusted operating earnings and primary operating capital with non-financial transformational goals, and a long-term mix of premium‑priced stock options and time‑vested RSUs to balance performance orientation and retention. Fiscal 2026 outcomes included above‑target MIP payouts (141.5% of target) driven by adjusted operating earnings and completion of NFTQ goals, demonstrating how the plan links pay to operational and strategic progress. The Board and the independent Compensation Committee emphasize governance features—independent consultant, rigorous goal-setting, majority at‑risk compensation, clawback policy, and stock ownership guidelines—to mitigate excessive risk-taking and align management and shareholder interests. The vote is advisory; however, the Compensation Committee commits to review results and consider stockholder feedback in future compensation decisions. Given the Company’s recent strategic transition, leadership changes, and pay design (including premium‑priced options with a 10% exercise premium), the proposal frames compensation as a tool to retain leaders while incentivizing multi‑year execution. Against this context, the Board recommends FOR, citing prior strong shareholder support and the Committee’s view that the program supports long‑term value creation while incorporating guardrails to protect shareholders.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.20% | 2,957,749 | $692M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.51% | 2,346,138 | $549M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.57% | 1,648,383 | $385M |
| 4 | STATE STREET CORP | 4.20% | 1,514,758 | $355M |
| 5 | BlackRock, Inc. | 3.97% | 1,432,222 | $335M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.16% | 1,138,426 | $266M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.59% | 935,124 | $219M |
| 8 | EARNEST PARTNERS LLC | 2.49% | 896,981 | $210M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 2.48% | 893,616 | $207M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.48% | 892,839 | $209M |
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