Item 2.02. Results of Operations and Financial Condition.
On October 4, 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 and year ended August 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 they 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.
Effective September 29, 2022, the Board of Directors (the "Board") of Acuity
Brands, Inc. (the "Company") increased the size of the Board from eleven to
twelve members and elected Michael J. Bender to the Board. Mr. Bender, whose
term will expire at the next annual meeting of stockholders, was also appointed
to the Audit and Governance Committees.
Mr. Bender, age 60, served as the President and Chief Executive Officer of
Eyemart Express, LLC ("Eyemart") from January 2018 to April 2022, having
previously served as President of Eyemart from September 2017 to January 2018.
He was the Chief Operating Officer of Global eCommerce of Walmart, Inc. from
July 2014 to February 2017 following service in other executive-level positions,
including Executive Vice President and President of West Business Unit from 2011
to 2014, Senior Vice President, Mountain Division from 2010 to 2011, and Vice
President and General Manager of Southwest Region from 2009 to 2010. Mr. Bender
held various senior level positions at Cardinal Health, Inc. from 2003 to 2007,
including President and General Manager, Retail and Alternate Care. Prior to
that he served as Vice President of Store Operations at L-Brands, Inc.-Victoria
Secret Stores from 1999 to 2002, and in a variety of sales, finance, and
operating roles at PepsiCo, Inc. from 1984 to 1999. Mr. Bender serves on the
board of directors of Kohl's Corporation.
There are no arrangements between Mr. Bender and any other person pursuant to
which he was selected as a director, nor are there any transactions to which the
Company is or was a participant and in which Mr. Bender has a material interest
subject to disclosure under Item 404(a) of Regulation S-K. No family
relationships exist between Mr. Bender and any of the Company's directors or
executive officers.
Mr. Bender 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 Mr. Bender 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 September 29, 2022, the Company issued a press release announcing the
increase in the size of the Board and the election of Mr. Bender. 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 September 29, 2022, the Board of Directors (the "Board") of Acuity Brands,
Inc. fixed January 25, 2023 as the date for the Company's next annual meeting of
stockholders. The Board also set the record date for stockholders to vote at
this meeting as December 5, 2022.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.4 Form of Indemnification Agreement.
99.1 Press Release dated October 4, 2022.
99.2 Press Release dated September 29, 2022.
104 Cover Page Interactive Data File (embedded within the inline XBRL document).
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