Item 2.02. Results of Operations and Financial Condition.
On June 30, 2020, Acuity Brands, Inc. ("we," "our," "us," "the Company," or
similar references) issued a press release containing information about our
results of operations for our fiscal quarter ended May 31, 2020. A copy of the
press release is attached as Exhibit 99.1 to this Current Report on Form 8-K,
which is incorporated herein by reference. The information contained in this
paragraph, as well as Exhibit 99.1 referenced herein, shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 25, 2020, the Board of Directors (the "Board") of Acuity Brands, Inc.
increased the size of the Board from eleven to twelve members and elected Laura
O'Shaughnessy to the Board. Ms. O'Shaughnessy, whose term will expire at the
next annual meeting of stockholders, was also appointed to the Governance and
Audit Committees.
Ms. O'Shaughnessy, age 42, is co-founder of SocialCode, LLC ("SocialCode"), a
technology company that manages digital and social advertising for leading
consumer brands, and has served as its Chief Executive Officer since 2009. Prior
to that Ms. O'Shaughnessy oversaw business development and product strategy for
the Slate Group, an online publisher, where she specialized in advertising
product development and strategic partnerships. Ms. O'Shaughnessy serves on the
board of directors of Vroom, Inc.
There are no arrangements between Ms. O'Shaughnessy and any other person
pursuant to which Ms. O'Shaughnessy was selected as a director. No family
relationships exist between Ms. O'Shaughnessy and any of the Company's directors
or executive officers.
Ms. O'Shaughnessy's husband serves as the Chief Executive Officer of Graham
Holdings, Inc. ("Graham Holdings"), and her father is the Chairman of the Board
of Graham Holdings. SocialCode, where Ms. O'Shaughnessy serves as Chief
Executive Officer, is owned by Graham Holdings. The Company made arm's length
purchases in the ordinary course of approximately $1.85 million in fiscal year
2019 and approximately $108,000 during the current fiscal year from another
business owned by Graham Holdings (the "Graham Subsidiary"). We ceased issuing
new purchase orders to the Graham Subsidiary in the first month of our third
fiscal quarter, and we do not expect to make purchases from the Graham
Subsidiary in the future. The purchases from the Graham Subsidiary during each
of the last three fiscal years represented substantially less than 1% of each of
Graham Holdings' and the Company's consolidated revenues.
Other than the transactions described above, there are no other transactions to
which the Company is or was a participant and in which Ms. O'Shaughnessy has a
material interest subject to disclosure under Item 404(a) of Regulation S-K.
Ms. O'Shaughnessy will participate in the standard non-employee director
compensation arrangements described under "Compensation of Directors" in the
Company's 2019 proxy statement filed with the Securities and Exchange Commission
on November 22, 2019. In accordance with the standard compensation arrangements,
the Board approved a one-time restricted stock award for Ms. O'Shaughnessy with
a value of $20,000 under the Company's Amended and Restated 2012 Omnibus Stock
Incentive Compensation Plan. The stock award will vest ratably over three years.
Additionally, the Company has entered into its standard form of Indemnification
Agreement with Ms. O'Shaughnessy that provides for the Company to indemnify
directors against all expenses (as defined in the agreement), judgments, fines
and amounts paid in settlement actually and reasonably incurred by a director
and arising out of the director's service. The Form of Indemnification
Agreement, filed as Exhibit 10.1 to this Current Report on Form 8­K, was
previously filed with the Commission in a Form 8-K on February 9, 2010 and is
incorporated herein by reference.
On June 30, 2020, the Company issued a press release announcing the appointment
of Ms. O'Shaughnessy. A copy of this press release is attached hereto as Exhibit
99.2 and is incorporated herein by reference.
Item 8.01. Other Events.
On June 25, 2020, the Board declared a quarterly dividend of $0.13 per share. A
copy of the related press release is attached as Exhibit 99.3 to this Current
Report on Form 8-K, which is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits





10.1   Form of Indemnification Agreement.
99.1   Press Release dated June 30, 2020.
99.2   Press Release dated June 30, 2020.
99.3   Press Release dated June 25, 2020.
104    Cover Page Interactive Data File (embedded within the inline XBRL document).

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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: June 30, 2020

ACUITY BRANDS, INC.

By:   /s/ Karen J. Holcom
      Karen J. Holcom
      Senior Vice President and Chief Financial Officer

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