Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 661K
2: EX-3.D Articles of Incorporation/Organization or Bylaws HTML 28K
3: EX-3.E Articles of Incorporation/Organization or Bylaws HTML 130K
4: EX-10.A Material Contract HTML 24K
5: EX-10.B Material Contract HTML 24K
6: EX-10.C Material Contract HTML 225K
7: EX-10.D Material Contract HTML 207K
8: EX-31.A Certification -- §302 - SOA'02 HTML 25K
9: EX-31.B Certification -- §302 - SOA'02 HTML 25K
10: EX-32.A Certification -- §906 - SOA'02 HTML 22K
11: EX-32.B Certification -- §906 - SOA'02 HTML 22K
18: R1 Cover Page HTML 75K
19: R2 Consolidated Balance Sheets HTML 123K
20: R3 Consolidated Balance Sheets (Parenthetical) HTML 40K
21: R4 Consolidated Statements of Comprehensive Income HTML 103K
(Unaudited)
22: R5 Consolidated Statements of Cash Flows (Unaudited) HTML 97K
23: R6 Description of Business and Basis of Presentation HTML 27K
24: R7 Significant Accounting Policies HTML 23K
25: R8 Acquisitions HTML 27K
26: R9 New Accounting Pronouncements HTML 34K
27: R10 Fair Value Measurements HTML 46K
28: R11 Inventories HTML 31K
29: R12 Property, Plant and Equipment HTML 31K
30: R13 Goodwill and Intangible Assets HTML 31K
31: R14 Debt and Lines of Credit HTML 38K
32: R15 Commitments and Contingencies HTML 40K
33: R16 Changes in Stockholders' Equity HTML 101K
34: R17 Revenue Recognition HTML 42K
35: R18 Share-based Payments HTML 51K
36: R19 Pension Plans HTML 39K
37: R20 Special Charges HTML 36K
38: R21 Earnings Per Share HTML 41K
39: R22 Comprehensive Income HTML 74K
40: R23 Significant Accounting Policies (Policies) HTML 52K
41: R24 Fair Value Measurements (Tables) HTML 37K
42: R25 Inventories (Tables) HTML 31K
43: R26 Property, Plant and Equipment (Tables) HTML 31K
44: R27 Goodwill and Intangible Assets (Tables) HTML 29K
45: R28 Debt and Lines of Credit (Tables) HTML 29K
46: R29 Commitments and Contingencies (Tables) HTML 30K
47: R30 Changes in Stockholders' Equity (Tables) HTML 101K
48: R31 Revenue Recognition (Tables) HTML 37K
49: R32 Share-based Payments (Tables) HTML 72K
50: R33 Pension Plans (Tables) HTML 32K
51: R34 Special Charges (Tables) HTML 35K
52: R35 Earnings Per Share (Tables) HTML 41K
53: R36 Comprehensive Income (Tables) HTML 75K
54: R37 Description of Business and Basis of Presentation HTML 22K
(Details)
55: R38 Acquisitions - Narrative (Details) HTML 39K
56: R39 New Accounting Pronouncements (Details) HTML 31K
57: R40 Fair Value Measurements (Details) HTML 47K
58: R41 Inventories (Details) HTML 32K
59: R42 Property, Plant and Equipment - Schedule of HTML 35K
Property, Plant and Equipment (Details)
60: R43 Goodwill and Intangible Assets - Narrative HTML 36K
(Details)
61: R44 Goodwill and Intangible Assets - Changes in HTML 28K
Goodwill (Details)
62: R45 Debt and Lines of Credit (Details) HTML 96K
63: R46 Commitments and Contingencies (Details) HTML 50K
64: R47 Changes in Stockholders' Equity (Details) HTML 78K
65: R48 Revenue Recognition - Contract Balances (Details) HTML 25K
66: R49 Revenue Recognition - Narrative (Details) HTML 25K
67: R50 Revenue Recognition - Disaggregated Revenues HTML 37K
(Details)
68: R51 Share-based Payments - Share-based Compensation HTML 23K
Expense (Details)
69: R52 Share-based Payments - Valuation Assumptions HTML 34K
(Details)
70: R53 Share-based Payments - Narrative (Details) HTML 64K
71: R54 Share-based Payments - Stock Option Activity HTML 87K
(Details)
72: R55 Pension Plans (Details) HTML 40K
73: R56 Special Charges (Details) HTML 41K
74: R57 Earnings Per Share - Basic and Diluted Earnings HTML 48K
per Share, Treasury Stock Method (Details)
75: R58 Earnings Per Share - Antidilutive Securities HTML 30K
Excluded from EPS Computation (Details)
76: R59 Comprehensive Income - Changes in Components of HTML 47K
Accumulated Other Comprehensive Income (Loss)
Items (Details)
77: R60 Comprehensive Income - Tax Amounts Allocated to HTML 48K
Components of Other Comprehensive Income (Loss)
(Details)
79: XML IDEA XML File -- Filing Summary XML 134K
17: XML XBRL Instance -- ayi-20201130_htm XML 1.45M
78: EXCEL IDEA Workbook of Financial Reports XLSX 82K
13: EX-101.CAL XBRL Calculations -- ayi-20201130_cal XML 192K
14: EX-101.DEF XBRL Definitions -- ayi-20201130_def XML 420K
15: EX-101.LAB XBRL Labels -- ayi-20201130_lab XML 1.28M
16: EX-101.PRE XBRL Presentations -- ayi-20201130_pre XML 735K
12: EX-101.SCH XBRL Schema -- ayi-20201130 XSD 116K
80: JSON XBRL Instance as JSON Data -- MetaLinks 336± 484K
81: ZIP XBRL Zipped Folder -- 0001144215-21-000008-xbrl Zip 350K
‘EX-3.D’ — Articles of Incorporation/Organization or Bylaws
Acuity Brands, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
1.This
Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 26, 2007, as amended by a Certificate of Amendment filed with the Secretary of State of the State of Delaware on September 26, 2007 and as further amended by a Certificate of Amendment filed with the Secretary of State of the State of Delaware on January 6, 2017 (as so amended, the “Certificate of Incorporation”).
2.This amendment was duly adopted in accordance
with the provisions of Section 242 of the DGCL.
3.The second paragraph of Article V of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
Special meetings of stockholders of the Corporation may be called at any time by, but only by, the board of directors of the Corporation, or as otherwise provided in the by-laws of the Corporation, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.
4.The third paragraph of Article V of the Certificate
of Incorporation is hereby amended and restated in its entirety as follows:
The board of directors of the Corporation is authorized to adopt, amend or repeal by-laws of the Corporation. No adoption, amendment or repeal of a by-law by action of stockholders shall be effective unless approved by the affirmative vote of the holders of not less than a majority of the voting power of all outstanding shares of Common Stock of the Corporation and all other outstanding shares of stock of the Corporation entitled to vote on such matter, with such outstanding shares of Common Stock and other stock considered for this purpose as a single class. Any vote of stockholders required by this Article V shall be in addition to any other vote of stockholders that
may be required by law, this Certificate of Incorporation, the by-laws of the Corporation, any agreement with a national securities exchange or otherwise.
The number of directors of the Corporation shall be fixed only by resolutions of the board of directors of the Corporation from time to time. Subject to any provisions relating to directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof (the “Preferred Stock
Directors”), all directors shall be elected for a one-year term expiring at the next annual meeting after their election. Subject to any provisions relating to Preferred Stock Directors, directors shall remain in office until the election and qualification of their respective successors in office or until their earlier death, resignation or removal.
Vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause (other than vacancies and newly created directorships which the holders of any class or classes of stock or series thereof are expressly entitled by this Certificate of Incorporation to fill) shall be filled by, and only by, a majority of the directors then in office, although less than a quorum, or by the sole director (and not by stockholders). Any director
elected in accordance with
EXHIBIT 3(d)
the first sentence of this paragraph to (i) fill a newly created directorship resulting from any increase in the authorized number of directors or (ii) fill a vacancy on the board of directors of the Corporation resulting from the death, resignation or removal of any director shall hold office for a term expiring at the next annual meeting of stockholders and shall remain in office until his or her successor shall be elected and qualified or until such director’s death, resignation or removal, whichever first occurs.
Notwithstanding the foregoing, in the event that the holders of any class or series of Preferred Stock of the Corporation shall be entitled, voting separately as a class, to elect any
directors of the Corporation, then the number of directors that may be elected by such holders voting separately as a class shall be in addition to the number fixed pursuant to a resolution of the board of directors of the Corporation. Except as otherwise provided in the terms of such class or series, (i) the terms of the directors elected by such holders voting separately as a class shall expire at the annual meeting of stockholders next succeeding their election without regard to the classification of other directors and (ii) any director or directors elected by such holders voting separately as a class may be removed, without cause, by the holders of a majority of the voting power of all outstanding shares of stock of the Corporation entitled to vote separately as a class in an election of such directors.
No provision of Article V, Article VII, Article VIII or Article X or of this Article XI shall be amended, modified or repealed, and no provision inconsistent with any such provision shall become part of this Certificate of Incorporation, unless such matter is approved by the affirmative vote of the holders of not less than a majority of the voting power of all outstanding shares of Common Stock of the Corporation and all other outstanding shares of stock of the Corporation entitled to vote on such matter, with such outstanding shares of Common Stock and other stock considered for this purpose as a single class. Any vote of stockholders required by this Article XI shall be in addition to any other vote of the stockholders that may be required by law, this Certificate
of Incorporation, the by-laws of the Corporation, any agreement with a national securities exchange or otherwise.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 7th day of January, 2021.
