Item 2.02. Results of Operations and Financial Condition.
On June 30, 2022, 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, 2022. 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, as
amended, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2022, the Board of Directors (the "Board") of Acuity Brands, Inc.
(the "Company") increased the size of the Board from ten to eleven members and
elected Marcia J. Avedon, Ph.D. to the Board with effect from June 29, 2022. Dr.
Avedon, 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.
Dr. Avedon, age 60, is the founder and has served as the CEO of Avedon Advisory
LLC since April 2022. She previously served as Executive Vice President, Chief
Human Resources, Marketing and Communications Officer for Trane Technologies PLC
from March 2020 to April 2022. Dr. Avedon served as Senior Vice President of
Human Resources, Communications and Corporate Affairs for Ingersoll Rand from
February 2007 to March 2020. Prior to that, she served as Senior Vice President
and Chief Human Resources Officer and Vice President, Talent Management at Merck
from January 2002 to December 2006 and at Honeywell International from 1995 to
2002. Early career positions in human resources were held at Anheuser-Busch
Companies, Inc. and as a consultant with Booz, Allen & Hamilton, Inc. Dr. Avedon
serves on the board of directors of Generac Power Systems.
There are no arrangements between Dr. Avedon and any other person pursuant to
which Dr. Avedon was selected as a director, nor are there any transactions to
which the Company is or was a participant and in which Dr. Avedon has a material
interest subject to disclosure under Item 404(a) of Regulation S-K. No family
relationships exist between Dr. Avedon and any of the Company's directors or
executive officers.
Dr. Avedon will participate on a pro rata basis in the standard non-employee
director compensation arrangements described under "Compensation of Directors"
in the Company's fiscal 2021 proxy statement filed with the Securities and
Exchange Commission on November 22, 2021. Additionally, the Company has entered
into its standard form of Indemnification Agreement with Dr. Avedon 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 June 30, 2022, the Company issued a press release announcing the increase in
the size of the Board and the election of Dr. Avedon. A copy of this press
release is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Form of Indemnification Agreement.
99.1 Press Release dated June 30, 2022 (Earnings Release).
99.2 Press Release dated June 30, 2022 (Director).
104 Cover Page Interactive Data File (embedded within the inline XBRL document).
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