Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 10, 2021, Acuity Brands, Inc. (the "Company") announced the retirement
of Peter C. Browning from the Company's Board of Directors (the "Board") and the
election of Mark J. Sachleben to the Board, both with effect from August 6,
2021. Mr. Sachleben, whose term will expire at the next annual meeting of
stockholders, was also appointed to the Governance Committee and the
Compensation and Management Development Committee.
Mr. Sachleben, age 56, has served as the Chief Financial Officer of New Relic,
Inc. ("New Relic") since April 2008 and as Corporate Secretary of New Relic
since February 2018. He served as Vice President of Finance of Wily Technology,
Inc. from December 1999 to March 2006. He does not serve on any other public
company boards.
There are no arrangements between Mr. Sachleben and any other person pursuant to
which Mr. Sachleben was selected as a director, nor are there any transactions
to which the Company is or was a participant and in which Mr. Sachleben has a
material interest subject to disclosure under Item 404(a) of Regulation S-K. No
family relationships exist between Mr. Sachleben and any of the Company's
directors or executive officers.
Mr. Sachleben will participate on a pro rata basis in the standard non-employee
director compensation arrangements described under "Compensation of Directors"
in the Company's 2020 proxy statement filed with the Securities and Exchange
Commission on November 27, 2020. In accordance with the standard compensation
arrangements, the Board approved a one-time restricted stock award for Mr.
Sachleben 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 Mr. Sachleben 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.
On August 10, 2021, the Company issued a press release announcing the retirement
of Mr. Browning and the election of Mr. Sachleben. A copy of this press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Form of Indemnification Agreement
99.1 Press Release dated August 10, 2021
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: August 10, 2021
ACUITY BRANDS, INC.
By: /s/ Karen J. Holcom
Karen J. Holcom
Senior Vice President and
Chief Financial Officer
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