EnerSys filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$ENS
Industrial Machinery/Components
Technology
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): November 6, 2024
(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)
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Securities registered pursuant to Section 12(b) of the Act:
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 6, 2024, EnerSys announced that, (a) David M. Shaffer has advised EnerSys of his intention to retire as Chief Executive Officer of EnerSys and member of its Board of Directors effective May 22, 2025, (b) as part of a management transition plan, (i) effective November 6, 2024, Shawn M. O’Connell has been appointed as President and Chief Operating Officer of EnerSys, and will continue to report to Mr. Shaffer, who will remain as Chief Executive Officer and member of the Board of Directors of EnerSys, and (ii) effective on May 23, 2025, Mr. O’Connell will become President and Chief Executive Officer of EnerSys and be appointed as a Class III director of the Board of Directors, to fill the vacancy created by Mr. Shaffer’s retirement. Mr. O’Connell will continue in his existing role while the company conducts a comprehensive search for his successor to ensure a seamless transition for the Energy Systems business.
A copy of the press release related to these management changes is attached hereto as Exhibit 99.1, is hereby incorporated herein and is made a part hereof.
Effective upon Mr. O’Connell’s appointment as President and Chief Operating Officer, his annual base salary will be increased to $700,000, and he will receive (a) an equity award of restricted stock units with a fair market value of $500,000 on the date of grant, which will vest one quarter annually from the date of grant, and (b) an equity award of premium-priced stock options with a fair market value of $500,000 on the date of grant, which will vest one-third on each of the first three anniversaries of the date of grant. Such grants will be made in accordance with EnerSys’ Policy on Granting Equity Awards and subject to the terms of the existing award agreements previously approved by the Compensation Committee. Additionally, in connection with Mr. O’Connell’s appointment, his payout percentage under the EnerSys 2025 Management Incentive Plan was increased from 70% to 85% of his base salary, to be prorated as of November 6, 2024. Mr. O'Connell will also receive reimbursement for reasonable relocation and temporary housing expenses.
Mr. O’Connell does not have an interest requiring disclosure under either Items 401(d) and 404(a) of Regulation S-K, and, except as disclosed above, information required under Items 401(b) and (e) of Regulation S-K and related to any material plan, contract or arrangement with respect to Mr. O’Connell is incorporated by reference to the information under the captions “Executive Officers” and “Executive Compensation” in EnerSys’ definitive proxy statement, filed with the Securities and Exchange Commission on June 18, 2024.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 99.1 | |||||
| 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: November 6, 2024 | By: | /s/ Andrea J. Funk | ||||||
| Andrea J. Funk | ||||||||
| Chief Financial Officer | ||||||||