ayi-20230125



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 25, 2023
_____________________________________________
ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware 001-16583 58-2632672
(State or other jurisdiction of
incorporation or organization)		 (Commission File Number) (IRS. Employer
Identification Number)

1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia30309-7676
(Address of principal executive offices)
(404) 853-1400
(Registrant's telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)
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))
Securities registered pursuant to Section 12(b) of the Act:
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
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 25, 2023 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 26,698,817 1,386,551 23,248 1,659,281
Marcia J. Avedon, Ph.D. 27,813,061 272,659 22,896 1,659,281
W. Patrick Battle 27,692,019 393,455 23,142 1,659,281
Michael J. Bender 27,348,861 736,507 23,248 1,659,281
G. Douglas Dillard, Jr. 27,690,117 394,749 23,750 1,659,281
James H. Hance, Jr. 27,711,370 371,409 25,837 1,659,281
Maya Leibman 27,472,907 617,211 18,498 1,659,281
Laura G. O'Shaughnessy 27,862,756 221,966 23,894 1,659,281
Mark J. Sachleben 27,685,269 399,610 23,737 1,659,281
Mary A. Winston 26,629,442 1,456,287 22,887 1,659,281
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 2023 were as follows:
Votes For Votes Against Votes Abstained
28,224,646 1,528,169 15,082
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
26,587,152 1,262,272 259,192 1,659,281
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) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2023; and (iii) approved the Company's named executive officer compensation on an advisory basis.

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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 hereunto duly authorized.
Date: January 30, 2023
ACUITY BRANDS, INC.
By: /s/ Karen J. Holcom
Karen J. Holcom
Senior Vice President and Chief Financial Officer


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Acuity Brands Inc. published this content on 30 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 January 2023 13:13:08 UTC.