Acuity Brands 8-K Hints at Bylaw Changes, Shareholder Vote

TL;DR

**Acuity Brands filed an 8-K on Jan 26, signaling potential bylaw changes or a shareholder vote.**

AI Summary

Acuity Brands, Inc. filed an 8-K on January 26, 2024, reporting an event that occurred on January 24, 2024. This filing indicates potential amendments to its Articles of Incorporation or Bylaws, and possibly the submission of matters to a vote of security holders. While the specific details of these changes are not provided in this summary, investors should be aware that such amendments can impact shareholder rights, corporate governance, or the company's operational structure, which could affect the stock's long-term value.

Why It Matters

Changes to a company's foundational documents like bylaws can alter shareholder power or corporate strategy, directly influencing how the company is run and potentially impacting stock performance.

Risk Assessment

Risk Level: medium — The filing indicates potential changes to corporate governance, which could have either positive or negative implications depending on the specifics, thus presenting a medium risk.

Analyst Insight

A smart investor would monitor subsequent filings from Acuity Brands, Inc. for specific details regarding the amendments to Articles of Incorporation or Bylaws and the matters submitted to a vote of security holders, as these details will clarify the impact on corporate governance and shareholder rights.

Key Players & Entities

• ACUITY BRANDS, INC. (company) — the registrant filing the 8-K
• January 24, 2024 (date) — date of the earliest event reported
• January 26, 2024 (date) — date the 8-K was filed
• Delaware (company) — state of incorporation for Acuity Brands, Inc.
• 001-16583 (dollar_amount) — Commission File Number
• 58-2632672 (dollar_amount) — IRS Employer Identification Number
• 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309 (company) — address of principal executive offices
• 404-853-1400 (dollar_amount) — registrant's telephone number

Forward-Looking Statements

• Acuity Brands will provide more details on the specific bylaw amendments or matters submitted to a vote in a subsequent filing or proxy statement. (ACUITY BRANDS, INC.) — high confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value per share AYI New York Stock

Filing Documents

• ayi-20240124.htm (8-K) — 66KB
• ayi-20240124xex31xcertific.htm (EX-3.1) — 8KB
• ayi-20240124xex32xrestated.htm (EX-3.2) — 58KB
• ayi-20240124xex33xamendeda.htm (EX-3.3) — 201KB
• ayi-20240124xex34xamendeda.htm (EX-3.4) — 171KB
• 0001144215-24-000015.txt ( ) — 728KB
• ayi-20240124.xsd (EX-101.SCH) — 2KB
• ayi-20240124_lab.xml (EX-101.LAB) — 26KB
• ayi-20240124_pre.xml (EX-101.PRE) — 13KB
• ayi-20240124_htm.xml (XML) — 3KB

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 24, 2024, at the annual meeting of stockholders (the "2024 Annual Meeting"), the stockholders of Acuity Brands, Inc. (referred to herein as "we," "our," "us," the "Company," or similar references) approved the amendment of the Company's restated certificate of incorporation, as amended, to provide for the exculpation of certain officers of the Company against personal liability, to the extent permitted by the Delaware General Corporation Law (the "Amendment") and the form of certificate of amendment to the Company's restated certificate of incorporation (the "Certificate of Amendment"), as further described in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on December 14, 2023 (the "2024 Proxy Statement") and previously approved by the board of directors of the Company (the "Board"). On January 25, 2024, following stockholder approval of the Amendment, the Board approved the form of restatement of the restated certificate of incorporation of the Company, as amended (the "Restated Certificate"), restating and integrating into a single document, but not further amending, the Company's certificate of incorporation, as amended and restated to date. On January 25, 2024, the Company filed (i) the Certificate of Amendment and (ii) the Restated Certificate with the Secretary of State of the State of Delaware. The foregoing descriptions of the Certificate of Amendment and the Restated Certificate do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Certificate of Amendment and the Restated Certificate, respectively, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference in this Item 5.03. Additionally, on January 25, 2024, the Board approved an amendment and restatement of

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its annual meeting of stockholders on January 24, 2024. 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 25,891,833 1,086,406 25,326 1,804,339 Marcia J. Avedon, Ph.D. 26,710,811 271,511 21,243 1,804,339 W. Patrick Battle 26,588,428 390,542 24,595 1,804,339 Michael J. Bender 26,109,419 873,044 21,102 1,804,339 G. Douglas Dillard, Jr. 26,612,140 366,644 24,781 1,804,339 James H. Hance, Jr. 26,239,089 738,656 25,820 1,804,339 Maya Leibman 26,532,779 445,772 25,014 1,804,339 Laura G. O'Shaughnessy 26,722,966 255,706 24,893 1,804,339 Mark J. Sachleben 26,700,780 278,093 24,692 1,804,339 Mary A. Winston 25,588,118 1,391,493 23,954 1,804,339 PROPOSAL 2 - Votes cast regarding approval of an amendment to the Company's Restated Certificate to incorporate new Delaware law provisions regarding officer exculpation were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 22,573,066 4,391,101 39,398 1,804,339 PROPOSAL 3 - Votes cast regarding the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2024 were as follows: Votes For Votes Against Votes Abstained 27,403,548 1,381,242 23,114 PROPOSAL 4 - 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 25,691,786 1,210,919 100,860 1,804,339 PROPOSAL 5 - The results of the advisory vote on the frequency of future advisory votes on compensation of the named executive officers of the Company were as follows: 1 Year 2 Years 3 Years Votes Abstained Broker Non-Votes 26,092,724 21,541 866,182 23,118 1,804,339 3 Pursuant to the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed herewith: 3.1 Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 25, 2024. 3.2 Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 25, 2024. 3.3 Amended and Restated Bylaws of Acuity Brands, Inc., dated as of January 25, 2024 (redlined for amendments effective as of January 25, 2024). 3.4 Amended and Restated Bylaws of Acuity Brands, Inc., dated as of January 25, 2024. 104 Cover Page Interactive Data File (embedded within the inline XBRL document).

Signatures

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 26, 2024 ACUITY BRANDS, INC. By: /s/ Karen J. Holcom Karen J. Holcom Senior Vice President and Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR