SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2020
(Exact name of registrant as specified in its charter)
Commission File Number: 1-32253
(State or other jurisdiction
2366 Bernville Road, Reading, Pennsylvania 19605
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class
Name of each exchange on which registered
Common Stock, $0.01 par value per share
New York Stock Exchange
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07. Submission of Matters to a Vote of Security Holders
On July 30, 2020, EnerSys held its Annual Meeting of Stockholders for which the Board of Directors solicited proxies. At the Annual Meeting, the stockholders of EnerSys voted on the following proposals stated in the Proxy Statement dated June 19, 2020.
The proposals voted on by the stockholders of EnerSys at the Annual Meeting were as follows:
Proposal No. 1: The stockholders elected the following director nominees to the Board of Directors, as set forth below:
Steven M. Fludder
Paul J. Tufano
Proposal No. 2: The stockholders ratified the appointment of Ernst & Young LLP as EnerSys’ independent registered public accounting firm for the fiscal year ending March 31, 2021, as set forth below:
Proposal No. 3: The stockholders approved the advisory vote to approve EnerSys’ named executive officer compensation, as set forth below:
Proposal No. 4: The stockholders approved an advisory vote to conduct an annual advisory vote to approve EnerSys’ named executive officer compensation, as set forth below:
Based upon a majority of votes cast by stockholders, on an advisory basis, at this Annual Meeting in favor of holding future non-binding advisory votes on the compensation of EnerSys' named executive officers (“Say on Pay”) on an annual basis and a recommendation to hold an annual Say on Pay vote by the Compensation Committee, the Board of Directors has determined that it will include an annual Say on Pay vote in its proxy materials until the next non-binding advisory vote on the frequency of holding future non-binding advisory votes on the compensation of EnerSys' named executive officers. As previously disclosed in the Proxy Statement dated June 19, 2020, and as permitted under rules promulgated by the Securities and Exchange Commission, EnerSys currently intends to hold such vote at its annual meeting of stockholders in 2026.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 31, 2020
/s/ Michael J. Schmidtlein
Michael J. Schmidtlein
Chief Financial Officer