UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 3, 2023
(Exact name of registrant as specified in its charter)
Commission File Number: 1-32253
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(610 ) 208-1991
(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)) | |||||
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
| Emerging growth company | ☐ | ||||
| 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 August 3, 2023, 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 22, 2023.
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:
Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||||
Caroline Chan | 29,882,651 | 5,329,074 | 20,698 | 990,016 | |||||||||||||||||||||||||
Steven M. Fludder | 29,305,795 | 5,905,091 | 21,538 | 990,016 | |||||||||||||||||||||||||
Paul J. Tufano | 34,770,242 | 433,322 | 28,860 | 990,016 | |||||||||||||||||||||||||
Rudolph Wynter | 33,941,057 | 1,269,856 | 21,511 | 990,016 | |||||||||||||||||||||||||
Proposal No. 2: The stockholders approved, ratified and adopted the EnerSys 2023 Equity Incentive Plan, as set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 32,761,112 | 2,451,255 | 20,056 | 990,016 | |||||||||||||||||
Proposal No. 3: The stockholders ratified the appointment of Ernst & Young LLP as EnerSys’ independent registered public accounting firm for the fiscal year ending March 31, 2024, as set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 33,713,128 | 2,486,450 | 22,861 | 0 | |||||||||||||||||
Proposal No. 4: The stockholders approved the advisory vote to approve EnerSys’ named executive officer compensation, as set forth below:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 33,624,436 | 1,583,183 | 24,804 | 990,016 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits | |||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
Signature(s)
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.
EnerSys | |||||||||||
Date: August 4, 2023 | By: | /s/ Andrea J. Funk | |||||||||
Andrea J. Funk | |||||||||||
Chief Financial Officer | |||||||||||