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Form 8-K ACUITY BRANDS INC For: Jan 05

January 7, 2022 7:56 AM EST

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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 5, 2022
 
Commission file number 001-16583.
_____________________________________________
ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware 58-2632672
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification Number)

1170 Peachtree Street, N.E., Suite 2300, Atlanta, Georgia 30309-7676
(Address of principal executive offices)
(404853-1400
(Registrant’s telephone number, including area code)
None
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common stock, $0.01 par value per shareAYINew York Stock Exchange
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))
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.
Acuity Brands, Inc. (referred to herein as “we,” “our,” “us,” the “Company,” or similar references) held its annual meeting of stockholders on January 5, 2022 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 ForVotes AgainstVotes AbstainedBroker Non-Votes
Neil M. Ashe29,441,727 1,613,193 20,742 1,441,493 
W. Patrick Battle25,081,129 5,872,941 121,592 1,441,493 
G. Douglas Dillard, Jr.25,080,413 5,874,308 120,941 1,441,493 
James H. Hance, Jr.30,505,469 549,356 20,837 1,441,493 
Maya Leibman25,084,919 5,871,367 119,376 1,441,493 
Laura G. O'Shaughnessy30,814,791 246,300 14,571 1,441,493 
Dominic J. Pileggi24,002,205 6,952,364 121,093 1,441,493 
Ray M. Robinson27,068,346 3,986,464 20,852 1,441,493 
Mark J. Sachleben30,766,442 287,762 21,458 1,441,493 
Mary A. Winston30,202,901 858,337 14,424 1,441,493 
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 2022 were as follows:
Votes ForVotes AgainstVotes Abstained
31,807,818 690,879 18,458 
PROPOSAL 3 - The results of the advisory vote on the compensation of the named executive officers of the Company were as follows:
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
20,615,672 9,445,228 1,014,762 1,441,493 
PROPOSAL 4 - The results of the vote regarding the Amended and Restated Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan were as follows:
Votes ForVotes AgainstVotes AbstainedBroker Non-Votes
29,746,027 1,281,931 47,704 1,441,493 
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) approved the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2022; (iii) approved the Company's named executive officer compensation on an advisory basis; and (iv) approved the Amended and Restated Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan.

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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 thereunto duly authorized.
Date: January 7, 2022
ACUITY BRANDS, INC.
By: /s/ Karen J. Holcom
 Karen J. Holcom
 Senior Vice President and Chief Financial Officer


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