Acuity Brands Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$AYI
Building Products
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 22, 2025
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS. Employer Identification Number) | ||||||||||||
(Address of principal executive offices)
(404 ) 853-1400
(Registrant’s telephone number, including area code)
None
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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.
On January 22, 2025, Acuity Brands, Inc. (the "Company") held its annual meeting of stockholders. The stockholders considered and voted on the following proposals:
PROPOSAL 1 - Votes cast on the persons nominated to serve as directors of the Company were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| Neil M. Ashe | 25,780,884 | 1,196,264 | 31,987 | 1,838,128 | ||||||||||
| Marcia J. Avedon, Ph.D. | 26,019,361 | 960,070 | 29,704 | 1,838,128 | ||||||||||
| W. Patrick Battle | 25,885,249 | 1,094,249 | 29,637 | 1,838,128 | ||||||||||
| Michael J. Bender | 26,143,606 | 835,589 | 29,940 | 1,838,128 | ||||||||||
| G. Douglas Dillard, Jr. | 26,136,271 | 842,930 | 29,934 | 1,838,128 | ||||||||||
| James H. Hance, Jr. | 23,710,517 | 3,264,727 | 33,891 | 1,838,128 | ||||||||||
| Maya Leibman | 25,895,699 | 1,083,572 | 29,864 | 1,838,128 | ||||||||||
| Laura G. O'Shaughnessy | 26,144,612 | 834,973 | 29,550 | 1,838,128 | ||||||||||
| Mark J. Sachleben | 26,081,086 | 897,406 | 30,643 | 1,838,128 | ||||||||||
PROPOSAL 2 - Votes cast on the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2025 were as follows:
| Votes For | Votes Against | Votes Abstained | ||||||
| 27,411,885 | 1,409,980 | 25,398 | ||||||
PROPOSAL 3 - Votes cast on the advisory vote to approve named executive officer compensation were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 26,076,502 | 843,461 | 89,172 | 1,838,128 | ||||||||
PROPOSAL 4 - Votes cast on the stockholder proposal regarding a director election resignation bylaw were as follows:
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||
| 5,823,694 | 21,077,225 | 108,216 | 1,838,128 | ||||||||
Pursuant to the foregoing votes, the Company's stockholders: (i) elected nine directors nominated by the Board of Directors and listed above for a one-year term expiring at the annual meeting of stockholders to be held in 2026 or until a successor is elected or qualified; (ii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2025; (iii) approved the Company's named executive officer compensation on an advisory basis; and (iv) did not approve the stockholder proposal regarding a director election resignation bylaw.
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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 24, 2025
| ACUITY BRANDS, INC. | ||||||||
| By: | /s/ Karen J. Holcom | |||||||
| Karen J. Holcom | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
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