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(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon
stock, $0.01 par value per share
iAYI
iNew 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 i☐
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.
