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PROXY STATEMENT
& ANNUAL REPORT
A MESSAGE FROM OUR INDEPENDENT NON-EXECUTIVE CHAIR OF THE BOARD
AND OUR CHIEF EXECUTIVE OFFICER
June 18, 2024
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
(Dollar amounts in Millions)
FY   24
FY   23
Sales
$ 3,581.8
$ 3,708.5
(3.4%)
Operating Earnings(1)
$ 351.5
$ 278.3
EBITDA(1)(a)
$ 434.1
$ 361.1


Diluted
(1)
(2)
EPS(2)
6.50
4.25
YOY
FY   24 Adj(b)
FY   23 Adj(b)
YOY Adj(b)
+26%
$ 450.2
$ 322.2
+40%
+20.1%
$ 506.8
$ 387.5
+31%
+53%
$ 8.35
$ 5.34
+56%
Includes IRC 45X benefits of $136.4M in fiscal 2024, and $17.3M in fiscal 2023.
Includes IRC 45X benefits of $3.30 in fiscal 2024, and $0.42 in fiscal 2023.
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:
    Receiving our first order for 50 of our DC Fast Charge and Storage systems that provide energy storage and management for
various applications including demand charge reduction, utility back-up power, and dynamic fast charging for electric vehicles
    Receiving our first orders for our DPX Distributed Power Transport System featuring our new EnShield    technology, which
enables operators to accelerate 5G deployment and, in turn, expedite revenues for their 5G service
    Receiving our first orders for our NexSys   Air wireless charger for AGVs, enabling our customers to automate their operations
by eliminating physical charger connections, while also increasing safety
    Receiving a $5 million award from the Defense Innovation Unit to advance our development of next generation lithium 6T
batteries for the U.S. Department of Defense
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:
    Scope 1 emissions down 4.2% since 2022 and down 25% since 2019
    15% reduction in energy intensity since 2020
    6% reduction in water usage intensity since 2020
    10% absolute reduction of water usage between 2022 and 2023
    Publication of 2023 Scope 3 data
    Inclusion of appendix aligned with the EU Corporate Sustainability Reporting Directive
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 10th 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.
Sincerely,
Arthur T. Katsaros
Independent Non-Executive Chair of the Board
David M. Shaffer
President and Chief Executive Officer
EBITDA is a non-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.
(a)
Adjusted operating earnings, EBITDA, adjusted diluted earnings per share, free cash flow and net leverage ratio are non-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
the non-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.
(b)
   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.
 • shareholder letter icon 6/18/2024 Letter Continued (Full PDF)
 • stockholder letter icon 6/22/2023 ENS Stockholder Letter
 • stockholder letter icon More "Electronic Equipment & Products" Category Stockholder Letters
 • Benford's Law Stocks icon ENS Benford's Law Stock Score = 82


ENS Shareholder/Stockholder Letter Transcript:

PROXY STATEMENT
& ANNUAL REPORT


A MESSAGE FROM OUR INDEPENDENT NON-EXECUTIVE CHAIR OF THE BOARD
AND OUR CHIEF EXECUTIVE OFFICER
June 18, 2024
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
(Dollar amounts in Millions)
FY   24
FY   23
Sales
$ 3,581.8
$ 3,708.5
(3.4%)
Operating Earnings(1)
$ 351.5
$ 278.3
EBITDA(1)(a)
$ 434.1
$ 361.1


Diluted
(1)
(2)
EPS(2)
6.50
4.25
YOY
FY   24 Adj(b)
FY   23 Adj(b)
YOY Adj(b)
+26%
$ 450.2
$ 322.2
+40%
+20.1%
$ 506.8
$ 387.5
+31%
+53%
$ 8.35
$ 5.34
+56%
Includes IRC 45X benefits of $136.4M in fiscal 2024, and $17.3M in fiscal 2023.
Includes IRC 45X benefits of $3.30 in fiscal 2024, and $0.42 in fiscal 2023.
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:
    Receiving our first order for 50 of our DC Fast Charge and Storage systems that provide energy storage and management for
various applications including demand charge reduction, utility back-up power, and dynamic fast charging for electric vehicles
    Receiving our first orders for our DPX Distributed Power Transport System featuring our new EnShield    technology, which
enables operators to accelerate 5G deployment and, in turn, expedite revenues for their 5G service
    Receiving our first orders for our NexSys   Air wireless charger for AGVs, enabling our customers to automate their operations
by eliminating physical charger connections, while also increasing safety
    Receiving a $5 million award from the Defense Innovation Unit to advance our development of next generation lithium 6T
batteries for the U.S. Department of Defense

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:
    Scope 1 emissions down 4.2% since 2022 and down 25% since 2019
    15% reduction in energy intensity since 2020
    6% reduction in water usage intensity since 2020
    10% absolute reduction of water usage between 2022 and 2023
    Publication of 2023 Scope 3 data
    Inclusion of appendix aligned with the EU Corporate Sustainability Reporting Directive
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 10th 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.
Sincerely,
Arthur T. Katsaros
Independent Non-Executive Chair of the Board
David M. Shaffer
President and Chief Executive Officer
EBITDA is a non-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.
(a)
Adjusted operating earnings, EBITDA, adjusted diluted earnings per share, free cash flow and net leverage ratio are non-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
the non-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.
(b)
   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.



shareholder letter icon 6/18/2024 Letter Continued (Full PDF)
 

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