Acuity Brands : Submission of Matters to a Vote of Security Holders - Form 8-K
January 30, 2023 at 08:15 am
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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.
2
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.
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.
Acuity Brands, Inc. is an industrial technology company. The Company uses technology to solve problems in spaces and light. It operates through two segments: Acuity Brands Lighting and Lighting Controls (ABL) and the Intelligent Spaces Group (ISG). ABL's portfolio of lighting solutions includes commercial, architectural, and specialty lighting in addition to lighting controls and components that can be combined to create integrated lighting control systems. It offers devices, such as luminaires that utilize light emitting diode (LED) technology designed to optimize energy efficiency and comfort for various indoor and outdoor applications. ABL's brand portfolio include Aculux, Indy, Gotham, and more. ISG offers a building management platform and location-aware applications. Its building management platform includes products for controlling heating, ventilation, and air conditioning (HVAC), lighting, shades, and building access that deliver end-to-end optimization of building systems.