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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): January 25, 2023

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ACUITY BRANDS, INC.

(Exact name of registrant as specified in its charter)

_____________________________________________

Delaware

001-16583

58-2632672

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS. Employer Identification Number)

1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309-7676

(Address of principal executive offices)

(404) 853-1400

(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

Common stock, $0.01 par value per share

AYI

New York Stock Exchange

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. ☐

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.

Acuity Brands, Inc. (referred to herein as “we,” “our,” “us,” the “Company,” or similar references) held its annual meeting of stockholders on January 25, 2023 in Atlanta, Georgia. The stockholders considered and voted on the following proposals:

PROPOSAL 1 - Votes regarding the persons elected to serve as Directors of the Company were as follows:

			Votes For			Votes Against			Votes Abstained			Broker Non-Votes
Neil M. Ashe			26,698,817			1,386,551			23,248			1,659,281
Marcia J. Avedon, Ph.D.			27,813,061			272,659			22,896			1,659,281
W. Patrick Battle			27,692,019			393,455			23,142			1,659,281
Michael J. Bender			27,348,861			736,507			23,248			1,659,281
G. Douglas Dillard, Jr.			27,690,117			394,749			23,750			1,659,281
James H. Hance, Jr.			27,711,370			371,409			25,837			1,659,281
Maya Leibman			27,472,907			617,211			18,498			1,659,281
Laura G. O'Shaughnessy			27,862,756			221,966			23,894			1,659,281
Mark J. Sachleben			27,685,269			399,610			23,737			1,659,281
Mary A. Winston			26,629,442			1,456,287			22,887			1,659,281

PROPOSAL 2 - Votes cast regarding the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2023 were as follows:

Votes For			Votes Against			Votes Abstained
28,224,646			1,528,169			15,082

PROPOSAL 3 - The results of the advisory vote on the compensation of the named executive officers of the Company were as follows:

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
26,587,152			1,262,272			259,192			1,659,281

Pursuant to the foregoing votes, the Company's stockholders: (i) elected ten directors nominated by the Board of Directors and listed above for a one-year term; (ii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2023; and (iii) approved the Company's named executive officer compensation on an advisory basis.

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Signatures

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: January 30, 2023

ACUITY BRANDS, INC.
By:						/s/ Karen J. Holcom
						Karen J. Holcom
						Senior Vice President and Chief Financial Officer

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