Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
On May 27, 2020, EnerSys issued a press release announcing that its
long-standing board members John F. Lehman and Dennis S. Marlo will each retire
from the EnerSys Board of Directors at the upcoming annual meeting of
stockholders. EnerSys also announced the appointment of two new director
nominees, Ms. Caroline Chan and Mr. Steven M. Fludder, to its Board of Directors
as Class I directors effective immediately following the upcoming annual meeting
of stockholders.
The appointments of Ms. Chan and Mr. Fludder were based upon the recommendation
of the Nominating and Corporate Governance Committee. Board committee
assignments have not yet been determined for either Ms. Chan or Mr. Fludder.
There are no arrangements or understandings between Ms. Chan, Mr. Fludder and
any other persons with respect to their appointments as a director. Neither Ms.
Chan nor Mr. Fludder have an interest requiring disclosure under Item 404(a) of
Regulation S-K. There have been no transactions, nor are there any current
proposed transactions, to which EnerSys or any of its subsidiaries was or is to
be a party in which Ms. Chan, Mr. Fludder, or any member of their respective
immediate families, had, or will have, a direct or indirect material interest.
Both Ms. Chan and Mr. Fludder will be compensated for services as a director on
the same basis as other non-employee directors of EnerSys, including annual
retainers, fees for attending board and committee meetings, eligibility to
participate in EnerSys' Voluntary Deferred Compensation Plan for Non-Employee
Directors and eligibility to receive other stock-based awards as may be approved
from time to time by the Board. Such compensation will be in accordance with
EnerSys' previously adopted compensation arrangements for directors, as
described under the heading "Director Compensation" in EnerSys' definitive proxy
statement filed with the Securities and Exchange Commission on June 20,
2019. Such description is incorporated herein by reference.
The press release, attached hereto as Exhibit 99.1, is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 EnerSys Announces Changes to its Board of Directors
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