8-K

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): November 14, 2022

_____________________________________________

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 2300, Atlanta, Georgia 30309-7676

(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:

☐    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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 14, 2022, Acuity Brands, Inc. (the “Company”) received notices from each of Dominic J. Pileggi and Ray M. Robinson that each wished to retire from the Company's Board of Directors, effective as of January 25, 2023, and therefore, would not stand for reelection as directors at the Company's next Annual Meeting of Stockholders to be held on January 25, 2023 (the “Annual Meeting”). Messrs. Pileggi and Robinson will continue to serve on the Company’s Board of Directors until the expiration of their respective current terms as directors at the Annual Meeting. Their respective decisions not to stand for reelection at the upcoming Annual Meeting was not the result of any disagreement with the Company, or any of its affiliates, related to the Company's operations, policies, or practices.

On November 17, 2022, the Company issued a press release announcing the upcoming retirement of Messrs. Pileggi and Robinson. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release dated November 17, 2022.
104	Cover Page Interactive Data File (embedded within the inline XBRL document).

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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: November 18, 2022

ACUITY BRANDS, INC.
By:	/s/ Karen J. Holcom
	Karen J. Holcom
	Senior Vice President and Chief Financial Officer

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EX-99.1

Press Release
Exhibit 99.1

Acuity Brands Announces Upcoming Retirement of Dominic J. Pileggi and Ray M. Robinson from the Board of Directors

Atlanta, November 17, 2022 (GLOBE NEWSWIRE) -- The Board of Directors (the “Board”) of Acuity Brands, Inc. (NYSE: AYI) (the “Company”) announced today the retirement of Dominic J. Pileggi and Ray M. Robinson from the Board at the end of their current terms, effective January 25, 2023. As a result, Mr. Pileggi and Mr. Robinson will not stand for reelection at the Company’s upcoming 2023 Annual Meeting.

“On behalf of the Board, I want to thank Dominic and Ray for their outstanding leadership, distinguished service, and valuable counsel. Their guidance has helped shape the strategy and success of our Company,” said Neil M. Ashe, Chairman, President, and Chief Executive Officer, of Acuity Brands. “We are grateful for their expertise and contributions on our Board throughout their respective tenures. We wish them the very best following their retirement.”

Mr. Pileggi joined the Company’s Board in September 2012. During his tenure, he has served on each of the Board's committees, most recently as the Chair of the Compensation and Management Development Committee and a member of the Governance Committee. He served as Chair of the Audit Committee from January 2018 to March 2020.

Mr. Robinson joined the Company’s founding Board in December 2001. During his tenure, he served on each of the Board's committees, most recently as a member of the Audit Committee and Governance Committee. He served as Chair of the Compensation and Management Development Committee from December 2001 to March 2020.

About Acuity Brands

Acuity Brands, Inc. (NYSE: AYI) is a market-leading industrial technology company. We use technology to solve problems in spaces and light, and more things to come. Through our two business segments, Acuity Brands Lighting and Lighting Controls (ABL) and the Intelligent Spaces Group (ISG), we design, manufacture, and bring to market products and services that make a valuable difference in people’s lives.

We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management systems, and location-aware applications. We achieve customer-focused efficiencies that allow us to increase market share and deliver superior returns. We look to aggressively deploy capital to grow the business and to enter attractive new verticals.

Acuity Brands, Inc. is based in Atlanta, Georgia, with operations across North America, Europe, and Asia. The Company is powered by more than 13,000 dedicated and talented associates. Visit us at www.acuitybrands.com.

# # #

Investor Contact:

Charlotte McLaughlin

Vice President, Investor Relations

(404) 853-1456

investorrelations@acuitybrands.com

Media Contact:

Candace Steele Flippin

Chief Communications Officer

candace@acuitybrands.com

XML

Cover Page	Nov. 14, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 14, 2022
Entity File Number	001-16583
Entity Registrant Name	ACUITY BRANDS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	58-2632672
Entity Address, Address Line One	1170 Peachtree Street, N.E.
Entity Address, Address Line Two	Suite 2300
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30309
City Area Code	404
Local Phone Number	853-1400
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	AYI
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001144215
Amendment Flag	false