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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.
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ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
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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)
(404) 853-1400
(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:
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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 |
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 For | Votes Against | Votes Abstained | Broker Non-Votes |
Neil M. Ashe | 29,441,727 | | 1,613,193 | | 20,742 | | 1,441,493 | |
W. Patrick Battle | 25,081,129 | | 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 Leibman | 25,084,919 | | 5,871,367 | | 119,376 | | 1,441,493 | |
Laura G. O'Shaughnessy | 30,814,791 | | 246,300 | | 14,571 | | 1,441,493 | |
Dominic J. Pileggi | 24,002,205 | | 6,952,364 | | 121,093 | | 1,441,493 | |
Ray M. Robinson | 27,068,346 | | 3,986,464 | | 20,852 | | 1,441,493 | |
Mark J. Sachleben | 30,766,442 | | 287,762 | | 21,458 | | 1,441,493 | |
Mary A. Winston | 30,202,901 | | 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 For | Votes Against | Votes 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 For | Votes Against | Votes Abstained | Broker 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 For | Votes Against | Votes Abstained | Broker 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.
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
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ACUITY BRANDS, INC. |
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By: | | /s/ Karen J. Holcom |
| | Karen J. Holcom |
| | Senior Vice President and Chief Financial Officer |