Form DEF 14A - Other definitive proxy statements

DEF 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

ACUITY BRANDS, INC.

(Name of Registrant as Specified in Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☑ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


Letter to Stockholders Dear Stockholders:

The Board of Directors ("Board") would like to thank you for your ongoing investment and continued confidence in Acuity Brands, Inc. ("Acuity Brands" or the "Company"). The Board oversees strategy, continuously monitors business performance, reviews capital deployment strategies, monitors risks, and examines other opportunities that have the potential to create additional value for stockholders. We have successfully positioned our Company at the intersection of sustainability and technology, setting ourselves up for long-term growth by taking advantage of two of the most important mega-trends: minimizing the impacts of climate change and maximizing the impacts of technology. I am pleased with the progress we have made in fiscal 2023. During the past year, Acuity Brands delivered strong performance. We strategically managed price and costs and delivered margin growth at Acuity Brands Lighting and Lighting Controls ("ABL"). We continued to grow the Intelligent Spaces Group ("ISG"). We generated strong cash flow from operations and allocated capital consistent with our priorities. We advanced the business through product and productivity improvements, and we continued to take the steps necessary to drive our transformation forward. Our ABL segment continued to lead as the largest lighting and lighting controls company in North America. We have made the business more predictable, repeatable, and scalable by focusing on product vitality, elevating service levels, using technology throughout the business, and driving productivity. Our ISG segment continued to grow as an attractive technology business that makes spaces smarter, safer, and greener by connecting the edge to the cloud for built spaces. Distech Controls has a technology advantage that we can continue to expand as the mechanical and analog controls of today become digital over time. And Atrius has introduced new applications in the cloud – including Atrius® Energy and Atrius® Sustainability – that are already making a difference for our customers. We have changed how the Company works through our Better.Smarter.Faster operating system. Better.Smarter.Faster is the combination of processes, tools, and ways of working that span from strategy to people to operating rhythms to problem solving. It is unique to our organization and allows us to drive strategic alignment, manage change, and deliver results. Our values are at the core of our culture and help create a shared purpose for achieving our Company's strategic goals. We make decisions based on our values and these values impact how we treat each other and how we serve our customers and communities. The combination of Better.Smarter.Faster and our values allows us to operate more efficiently with greater distribution of responsibility and accountability throughout the Company. It is how we continue to improve our businesses and respond quickly and effectively to changing economic environments. Our strategy is manifested through EarthLIGHT. It is the way we coordinate our efforts around Environmental, Social, and Governance considerations, measure our performance in key areas, and communicate about those efforts to our various stakeholders. We develop and sell products and services that help our customers save energy and reduce carbon emissions. We advance social initiatives to be the place where the best people come to do their best work. The Governance Committee receives regular updates regarding the Company's progress on these efforts, which help us continue to operate with integrity and transparency. We summarized our progress in our 2023 EarthLIGHT report, available on our website www.acuitybrands.com. We thank our stockholders and other stakeholders for taking the time to engage with us and welcome the opportunity to hear feedback. We will continue to use your input to inform our practices and policies. See Contacting the Board of Directors for information about how to reach the Board. As we look ahead to fiscal 2024, the Board is confident in management’s ability to continue to take the necessary steps to drive our transformation forward. Sincerely,


THE BOARD OF DIRECTORS
Neil M. Ashe, Chairman, President and CEO James H. Hance, Jr. Lead Director	Marcia J. Avedon, Ph.D. W. Patrick Battle Michael J. Bender	G. Douglas Dillard, Jr. Maya Leibman Laura G. O'Shaughnessy	Mark J. Sachleben Mary A. Winston


1170 Peachtree Street, N.E. Suite 1200 Atlanta, Georgia 30309

Notice of Annual Meeting of Stockholders

Date and Time

January 24, 2024

1:00 p.m. ET

Online check-in begins at 12:45 p.m. ET

Place

Access the Virtual Annual Meeting at www.virtualshareholdermeeting.com/ AYI2024

Record Date

Stockholders of record at the close of business on November 27, 2023 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

Purpose


Items of Business		Board Recommendation

1	Election of ten directors		FOR
		each director nominee
2	Approval of the proposed amendment to the Certificate of Incorporation to incorporate new Delaware law provisions regarding officer exculpation		FOR
3	Ratification of the appointment of our independent registered public accounting firm for fiscal 2024		FOR

4	Advisory vote to approve named executive officer compensation		FOR

5	Advisory vote on the frequency of future advisory votes on named executive officer compensation		FOR
		1 year

Stockholders will also consider and act upon such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Voting

Your vote is important. If you are a stockholder of record, you can vote by one of the following methods. In each case, please follow the instructions provided on the Notice of Internet Availability or Proxy Card. We encourage you to vote in advance, even if you plan to participate in the Annual Meeting.

Internet

www.proxyvote.com

Telephone

1-800-690-6903

Mail

Sign, date, and return your proxy card

During the Meeting

Vote electronically during the Annual Meeting

Virtual Stockholders' Meeting Information

The Annual Meeting will be held in a virtual format only via the Internet. We believe a virtual meeting allows broader access by our stockholders and other interested parties without restricting participation. You will be able to participate in the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/AYI2024. You will also be able to vote your shares electronically at the Annual Meeting. For more information about our virtual Annual Meeting processes, please see Questions Relating to this Proxy Statement – Information about our Virtual Annual Meeting.

On or about December 14, 2023, we plan to commence mailing of a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and our Annual Report on Form 10-K via the Internet and how to vote online. The Notice of Internet Availability of Proxy Materials also contains instructions on how you can receive a paper copy of the proxy materials.

A list of the stockholders entitled to vote at the Annual Meeting may be examined during regular business hours at our executive offices located at 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia, 30309 during the ten-day period preceding the meeting. The stockholders list will also be made available to stockholders during the virtual Annual Meeting at www.virtualshareholdermeeting.com/AYI2024.

By order of the Board,

CHANDA KIRCHNER
Vice President, Corporate Secretary
December 14, 2023


Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 24, 2024. The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.

Table of Contents


	Pages

PROXY STATEMENT SUMMARY		1

Key Fiscal 2023 Business Performance Highlights		1
EarthLIGHT — Our Approach to ESG		2
Board Composition Highlights		3
Corporate Governance Highlights		6
Executive Compensation Highlights		8

CORPORATE GOVERNANCE AT ACUITY BRANDS		14


Item 1	Election of Directors	14
Director Information		15
Board and Committees		23
Board Responsibilities		29
Governance Policies and Procedures		31
Compensation of Directors		32

Item 2	Approval of the Proposed Amendment to the Certificate of Incorporation to Incorporate New Delaware Law Provisions regarding Officer Exculpation	36


AUDIT COMMITTEE MATTERS		38


Item 3	Ratification of the Appointment of the Independent Registered Public Accounting Firm	38

Selection and Engagement of the Independent Registered Public Accounting Firm		38
Audit Fees and Other Fees		39
Preapproval Policies and Procedures		39
Report of the Audit Committee		39

EXECUTIVE OFFICERS		41


	Pages

EXECUTIVE COMPENSATION		42


Item 4	Advisory Vote to Approve Named Executive Officer Compensation	42


Item 5	Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation	43

Message from the Compensation and Management Development Committee		44
Compensation Discussion and Analysis		45
2023 Executive Compensation		49
Report of the Compensation and Management Development Committee		63
Executive Compensation Tables		64

STOCK OWNERSHIP		81

Equity Compensation Plans		81
Beneficial Ownership of the Company’s Securities		82
Certain Relationships and Related Party Transactions		83

QUESTIONS RELATING TO THIS PROXY STATEMENT		84


OTHER MATTERS		89


NEXT ANNUAL MEETING — STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS		89


APPENDIX A		A-1


APPENDIX B		B-1


APPENDIX C		C-1

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.

Key Fiscal 2023 Business Performance Highlights

Acuity Brands is a market-leading industrial technology company. We use technology to solve problems in spaces, light, and more things to come. Through our two business segments, ABL and ISG, we design, manufacture, and bring to market products and services that make a difference in people's lives. We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management solutions, 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.

Net Sales

$3,952M

Diluted EPS (GAAP)

$10.76

Adjusted Diluted EPS(1)

$14.05

Cash Flow from Operations

$578M

(1) This is a non-GAAP financial measure used by the Board and management to assess the performance of the business. See Appendix A for a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP.

Key Fiscal 2023 Achievements and Delivering on Strategic Priorities

§We delivered strong financial performance in fiscal 2023, and we continued to improve our business and allocate capital effectively

§In our ABL segment, our strategy is to increase product vitality, elevate service levels, use technology to improve and differentiate both our products and our services, and drive productivity. In 2023, ABL delivered strong margin performance. To achieve this, we:

§realigned our product portfolio through the introduction of the Design SelectTM program to better serve lighting specifiers, distributors, and electrical contractors

§strategically managed price in a dynamic environment as a result of our ongoing product vitality efforts and the realignment of our product portfolio and elevated service

§improved our processes and management of costs as a result of ongoing productivity improvements

§exited our Sunoptics daylighting business and our Winona custom architectural lighting solutions business as a result of our continuous portfolio evaluation

§refreshed our product portfolio and won several notable awards for products throughout the year including the prestigious Red Dot "Best of the Best" award

§In our ISG segment, our strategy is to make spaces smarter, safer, and greener by connecting the edge to the cloud. In 2023, ISG continued to grow. We:

§expanded our addressable market for Distech Controls by entering the UK market and adding commercial refrigeration controls to our portfolio through the acquisition of KE2 Therm Solutions, Inc. ("KE2 Therm")

§launched Atrius® DataLab, the intersection point between Distech Controls® controllers at the edge and Atrius® applications in the cloud, and Atrius was named as a Sustainability Leadership Award winner in the 2023 Sustainability Awards program

§We effectively allocated capital — we invested for growth in our current businesses; enhanced our portfolio through acquisition; maintained our dividend, and created permanent stockholder value through the repurchase of $1.3 billion in shares since May 2020, or approximately 23% of our then-outstanding shares

§We continued the development of our Better.Smarter.Faster operating system

§We introduced two new Employee Resource Groups ("ERGs") and maintained our employee engagement score

§We took the necessary steps to drive our transformation forward

Allocating Capital Effectively as a Long-Term Source of Value

Our capital allocation strategy includes the following key elements:


1	Invest in our current business for growth	2	Enter new businesses through mergers and acquisitions	3	Maintain our dividend	4	Create permanent value through share repurchases


Acuity Brands, Inc. \| 2024 Proxy Statement \| 1

PROXY STATEMENT SUMMARY

EarthLIGHT – Our Approach to ESG

Our values – including that we care about the environment and our neighbors and we make communities better – are at the core of our culture and help create a shared purpose for achieving our Company's strategic goals. EarthLIGHT is the way we coordinate our efforts around Environmental, Social, and Governance ("ESG") considerations, measure our performance in key areas, and communicate about those efforts to our various stakeholders. The Governance Committee of our Board oversees our EarthLIGHT program.

Acuity Brands creates long-term value for our stakeholders through execution of our strategies and strong financial performance. We have successfully positioned our company at the intersection of sustainability and technology, setting ourselves up for long-term growth by taking advantage of two of the most important mega-trends: minimizing the impacts of climate change and maximizing the impacts of technology.

In fiscal 2023, we continued to develop and sell products and services that help save energy and reduce carbon emissions – for us and for our customers. We focused on creating an environment where the best people come to do their best work. We also continued our focus on receiving and acting on feedback from stockholders and others, including our associates, to ensure strong governance practices.

The Company shares its ESG-related progress in the 2023 EarthLIGHT report available on its website at www.acuitybrands.com.*

In fiscal 2021, we created a robust three-year Diversity, Equity, and Inclusion ("DEI") plan, which we initiated with success in fiscal 2022 and continued through fiscal 2023. Our DEI efforts are highly integrated with our business objectives. We understand how diversity of backgrounds and experiences is critical to our ongoing success, and our goal is to ensure that all associates feel valued, respected, and accepted for their contributions regardless of their race, sex, religion, ethnicity, age, gender identity, disabilities, national origin, sexual orientation, or other unique characteristics. The Compensation and Management Development Committee is responsible for the oversight of, and receives regular updates on, the Company’s human capital.

Listening to our associates is key to progressing our cultural transformation and business success. Our fiscal 2023 company-wide Associate Engagement Survey results held with sustainable engagement at 85% while participation rose to 97% from 93%. The participation rate is an indicator that our associates believe that action will be taken as a result of their feedback. We continue to benchmark ourselves against the highest performing companies. The results for five survey categories highlighted for action last year improved, demonstrating that leaders are evolving in actioning survey results.

We continue to look for ways to ensure that our associates can be successful, aspiring to create the place where the best people come to do their best work. We have changed how the company works through our Better.Smarter.Faster operating system. Better.Smarter.Faster is a combination of processes, tools, and ways of working that spans from strategy to people to operating rhythms to problem solving. It is unique to our organization and allows us to drive strategic alignment, manage change and deliver results.

We make decisions based on our values and these values impact how we treat each other and how we serve our customers.

* The information on the webpage, the EarthLIGHT report, or any other information on our website that we may refer to herein is not incorporated by reference into, and does not form any part of, this Proxy Statement.


Acuity Brands, Inc. \| 2024 Proxy Statement \| 2

PROXY STATEMENT SUMMARY

Board Composition Highlights

Our Director Nominees


					Committee Membership
Name and Primary Occupation		Independent	Tenure	Age	AC	CC	GC

	Neil M. Ashe Chairman, President and Chief Executive Officer ("CEO")		3	56


	Marcia J. Avedon, Ph.D. CEO, Avedon Advisory, LLC; Former Executive Vice President, Chief Human Resources, Marketing and Communications Officer, Trane Technologies PLC		1	62


	W. Patrick Battle Managing Partner, Stillwater Family Holdings		9	60


	Michael J. Bender Former President and CEO, Eyemart Express, LLC		1	62


	G. Douglas Dillard, Jr. Managing Partner, Slewgrass Capital, LLC and Slewgrass Partners, LLC		6	53


	James H. Hance, Jr. Lead Director Operating Executive, The Carlyle Group LP		9	79			Chair


	Maya Leibman Former Executive Vice President and Chief Information Officer, American Airlines Group, Inc.		3	57		Chair


	Laura G. O'Shaughnessy Co-Founder and Chief Marketing Officer, The Picnic Group, Inc.		3	46


	Mark J. Sachleben Former Chief Financial Officer and Corporate Secretary, New Relic, Inc.		2	58


	Mary A. Winston President, Winsco Enterprises, Inc.; Former Executive Vice President and Chief Financial Officer, Family Dollar Stores, Inc.		6	62	Chair

Audit Committee

Compensation and Management

Development Committee

Governance Committee

Member


Acuity Brands, Inc. \| 2024 Proxy Statement \| 3

PROXY STATEMENT SUMMARY

Board Composition (as of December 14, 2023)


GENDER DIVERSITY


RACIAL/ETHNIC DIVERSITY			AGE


INDEPENDENCE			TENURE


Acuity Brands, Inc. \| 2024 Proxy Statement \| 4

PROXY STATEMENT SUMMARY

Skills and Experiences Represented by Director Nominees

Description of Skill or Experience

Executive Leadership:

Experience as a public company CEO or other executive officer, either current or past; or as a senior executive, division president, or functional leader within a complex organization

Corporate Governance:

Current or previous service on a public company board of directors; or understanding of public company operating responsibilities and with issues commonly faced by public companies

Strategic Growth and Development:

Knowledge of strategic planning and mergers and acquisitions in large organizations operating in multiple geographies

Operational/Manufacturing:

Experience in the oversight of large-scale operations, including manufacturing in industries similar to the ones in which the Company operates

Finance, Accounting, and Capital Markets:

Knowledge of finance or financial reporting; experience with debt/capital market transactions; or experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor

Human Capital and Talent Management:

Experience in attracting, developing, and retaining talent and building strong cultures

Enterprise Risk Management/Sustainability:

Experience in oversight of enterprise-wide risk management, including cybersecurity; or experience in creating long-term value by embracing opportunities and managing risks deriving from ESG developments

Engineering, Technology, and Innovation:

Experience in leading edge engineering and technology innovation; experience in digital transformation of a business


Acuity Brands, Inc. \| 2024 Proxy Statement \| 5

PROXY STATEMENT SUMMARY

Corporate Governance Highlights

Stockholder Engagement

Ongoing engagement and dialogue with our stockholders is important to the Company. We have adopted a robust and active year-round engagement philosophy that includes outreach for various purposes, including soliciting feedback in advance of filing this Proxy Statement. Our outreach efforts, led by our Board with input from the Compensation and Management Development Committee, sought feedback on governance priorities, compensation programs, and environmental and social issues. In our most recent pre-proxy season engagement cycle:

We contacted

We held approximately

of our top stockholders

meetings with stockholders

representing approximately

73%

of our outstanding common stock

25%

of our outstanding common stock

We engaged with stockholders in the following ways:

Off Season Engagement

Engagement Prior to Annual Meeting

Engagement Around and After Annual Meeting

§Engaged stockholders to understand their respective viewpoints

§Educated stockholders around the Company’s corporate strategy, business developments, and financial position

§Engaged stockholders to understand any perception gaps between the Company’s performance and stockholder interpretation of performance

§Sought feedback on potential matters for stockholder consideration at the Annual Meeting

§Discussed any areas of concern that stockholders voiced

§Provide clarification on matters being voted on after Annual Meeting material is published

§Seek feedback on areas of concern to inform the Board’s future decisions

Our Response to Stockholder Feedback Relating to Executive Compensation

The Compensation and Management Development Committee carefully considers feedback from our stockholders regarding our executive compensation practices, as well as other compensation and governance best practices. The Compensation and Management Development Committee implemented a series of changes to our executive compensation program in fiscal 2022 and fiscal 2023 and stockholders have responded favorably, as illustrated in our say on pay ("Say on Pay") vote result at the annual meeting of stockholders held in January 2023, with 95% of votes cast in favor, and through the support indicated during our stockholder outreach program. The following table summarizes the feedback received from stockholders relating to executive compensation in recent years and our responses:


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PROXY STATEMENT SUMMARY


Feedback/What We Heard						Response/What We Did

Interest in increased focus on performance-based compensation						§For fiscal 2022 and 2023, our CEO received 75% of his LTI Program award in the form of performance stock units ("PSUs"); the remaining 25% were in the form of restricted stock units ("RSUs") §For fiscal 2023, other named executive officers ("NEOs") received 60% of their LTI Program awards in the form of PSUs (an increase from 50% in fiscal 2022); the remaining 40% were in the form of RSUs (a decrease from 50% in fiscal 2022)


Support of our interest in adding a relative total shareholder return ("rTSR") measure to the long-term incentive program ("LTI Program")						For fiscal 2023: §We added PSUs with an rTSR measure for all NEOs §CEO PSU awards (75% of his LTI Program award) were allocated such that 50% were based on return on invested capital ("ROIC") in excess of the weighted average cost of capital ("WACC"), and 25% were based on rTSR §Other NEO PSU awards (60% of their LTI Program award) were allocated such that 40% were based on ROIC in excess of WACC, and 20% were based on rTSR


Interest in more descriptive disclosure of individual performance goals						§In our proxy statement for our 2023 annual meeting and in this Proxy Statement, we included enhanced disclosure of individual performance goals in the short-term incentive program ("STI Program") for all NEOs (see Key Achievements of our NEOs).

Corporate Governance Enhancements

In addition to our ongoing Board review and refreshment process, our Board regularly evaluates and enhances our corporate governance practices. Following is a summary of the corporate governance enhancements we have made over the past several years.

§Declassified our Board and adopted a majority voting standard for non-contested elections (2017)

§Amended our Corporate Governance Guidelines to set age 75 as the retirement age for our directors, except in unique or extenuating circumstances (2017)

§Amended our Code of Ethics and Business Conduct to highlight our commitment to: prohibiting discrimination on the basis of sexual orientation, gender identity, and gender expression (2017); prohibiting child labor (2018); remaining vigilant to prevent money laundering (2023); designing, sourcing, and producing safe quality products for our customers (2023); and complying with all requirements for doing business with the government or on publicly funded projects (2023)

§Launched our EarthLIGHT program to report the Company's ESG efforts and provide annual updates on our progress (2018)

§Adopted a Board Diversity policy (2019)

§Amended our Governance Committee Charter to provide for the Governance Committee's oversight of ESG (2019)

§Amended the Company's By-Laws and Certificate of Incorporation to eliminate supermajority voting provisions (2021)

§Amended the Company's Certificate of Incorporation to allow By-Law amendment granting stockholders' right to call a special meeting (2021)

§Continued refreshment of our Board membership, the leadership of each of our standing committees, and the membership of our standing committees, including focused succession planning for each (2020, 2021, 2022 and 2023)

§Adopted an Amended and Restated Incentive-Based Compensation Recoupment Policy to comply with recently adopted New York Stock Exchange ("NYSE") listing standards and Securities and Exchange Commission ("SEC") regulations governing compensation recovery policies (2023)


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PROXY STATEMENT SUMMARY

Governance Best Practices

The Board takes seriously its responsibility to represent the interests of stockholders and is committed to good corporate governance. To that end, the Board has adopted a number of policies and processes, including:

Board Independence & Oversight

§Strong independent Lead Director

§Robust director refreshment and succession planning process (5 new independent directors added from fiscal 2020 - fiscal 2023)

§Annual, robust Board and committee self-evaluation process

§Oversight of risk management by the Board

§Oversight of ESG by the Governance Committee

Stockholder Rights

§Majority voting for directors in uncontested elections

§Annual election of all directors

§Proxy access by-law

§No stockholder rights plan or “poison pill”

Equity Risk Mitigation

§Executive and director stock ownership guidelines and retention requirements until ownership level achieved

§Prohibitions on hedging and pledging of our common stock

§Clawback policy (compliant with and exceeding NYSE listing standards) for incentive compensation paid to current and former covered officers

Executive Compensation Highlights

The Compensation and Management Development Committee continued its review of the Company’s executive compensation program. We evaluated and implemented changes designed to align our compensation program with long-term stockholder value creation and strengthened our pay aligned to performance approach to compensation for our NEOs. We built upon the changes made in prior years to strengthen our compensation processes for fiscal 2023 and for future years, and incorporated feedback from our stockholders. Some of the changes we made during fiscal 2023 include:

§adding an rTSR metric to our performance shares (PSUs) for our NEOs;

§weighting the LTI Program awards of the NEOs (excluding the CEO) more heavily towards performance with 60% weighting on PSUs and 40% weighting on RSUs (CEO weighting remains higher at 75% PSUs and 25% RSUs); and

§appointing a new Chair of the Compensation and Management Development Committee and refreshing the Committee membership with a Board member previously serving on the Audit Committee.

Executive Compensation Strategy

Our compensation strategy is consistent with and supportive of our long-term goals and is founded on the following principles:

§alignment of pay and performance;

§alignment with the Company's business and operating strategy;

§alignment with stockholder value creation;

§consistency with peer group and market practice;

§motivation and retention of key talent; and

§flexibility to withstand uncertainty and difficulty in a challenging economic climate.


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PROXY STATEMENT SUMMARY

Compensation Program Design Changes

During our stockholder engagement in fiscal 2023, we shared our interest in adding an rTSR metric and increasing our weighting toward performance-based compensation for the NEOs. We received favorable input from our stockholders for these changes and made the design changes to our compensation program outlined in the table below:


Fiscal 2023 Design Changes

Addition of an rTSR metric in LTI Program for all NEOs						§For the CEO, 75% of the LTI Program award was in the form of PSUs, with 50% based on ROIC in excess of WACC, and 25% based on rTSR. §For other NEOs, 60% of the LTI Program award was in the form of PSUs, with 40% based on ROIC in excess of WACC, and 20% based on rTSR.


Increased weighting of PSUs in LTI Program for non-CEO NEOs to further align with CEO and stockholders						§The CEO continues to have 75% of the LTI Program that is performance-based, which was increased in fiscal 2022. §Other NEOs now have 60% of the LTIP Program that is performance-based, an increase from 50% in fiscal 2022.

We believe the changes outlined above responded to input expressed by our stockholders, enhanced the pay-for-performance alignment of our program with stockholders' interests, and achieved our desire to retain and appropriately incentivize our NEOs.

The following table highlights several design changes we implemented in fiscal 2022 in response to feedback received from our stockholders.


Fiscal 2022 Design Changes

Alignment of CEO performance-based compensation with other NEOs						The CEO participated in the LTI Program in fiscal 2022, receiving similar award types as other NEOs. The CEO's weighting was 75% in PSUs and 25% in RSUs, while other NEOs' weighting remained at 50% in both PSUs and RSUs.


Alignment of RSU vesting period with PSU vesting period						The vesting period of RSUs was changed from four years to three years to align with the three-year vesting and performance period of our PSUs.

After reviewing market trends, evaluating our Say on Pay vote results, and receiving supportive feedback from stockholders regarding the compensation design changes we made in fiscal 2022 and fiscal 2023, our Compensation and Management Development Committee determined to maintain the fiscal 2023 compensation design for fiscal 2024.


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PROXY STATEMENT SUMMARY

Compensation Best Practices



What We Do									What We Don't Do


We align pay and performance by providing a greater portion of compensation in incentive compensation We conduct an annual compensation risk assessment to review whether the design of our compensation program discourages excessive risk taking We conduct an annual review of peers, as well as benchmark pay practices and pay levels to ensure compatibility We retain an independent compensation consultant to advise on director and executive compensation matters We conduct regular outreach with stockholders to discuss and review our executive compensation program We have stock ownership guidelines for all executive officers and directors We have a clawback policy that complies with and exceeds NYSE listing standards We limit perquisites We have an annual Say on Pay vote									We do not have employment agreements with executive officers We do not have "single-trigger" provisions for payout of benefits under change in control agreements We do not have tax gross-ups in severance or change in control agreements We do not allow new SERP participants or enhanced SERP benefits We do not allow executive loans We do not permit hedging or pledging of stock by directors and executive officers We do not pay dividends on equity awards until performance units are earned or time-based awards vest We do not allow repricing or backdating of stock options


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PROXY STATEMENT SUMMARY

Pay and Performance Alignment

At Acuity Brands, the core tenet of our executive compensation philosophy continues to be "pay aligned to performance." As such, a significant portion of the direct compensation opportunity for our NEOs is variable and "at-risk" since it is based on the achievement of financial performance goals, the value of our stock, or an individual performance assessment. The following graphic and table show the various elements of direct compensation and target pay mix for our NEOs. For fiscal 2023, our CEO’s variable pay represented 87% of total direct compensation opportunity, and for our other NEOs, variable pay represented on average approximately 77% of total direct compensation opportunity.

ELEMENTS OF FISCAL 2023 DIRECT COMPENSATION


Vehicle and Measures			Objective
Long-Term Incentive Award

§For the CEO, weighting is: §75% PSUs, with 50% based on three-year adjusted ROIC in excess of WACC, and 25% based on rTSR; and §25% RSUs §For other NEOs, weighting is: §60% PSUs, with 40% based on three-year adjusted ROIC in excess of WACC, and 20% based on rTSR; and §40% RSUs			§Provide variable equity compensation opportunity based on achievement of performance goals over a three-year period; §Reward Company and individual performance; §Encourage and reward long-term appreciation of stockholder value; §Encourage long-term retention through three-year performance period associated with PSUs and three-year vesting periods for RSUs; and §Align interests of executives with those of stockholders.

Short-Term Incentive Award

For all NEOs: §Company Performance (80%): §Net sales (34%) §Adjusted operating profit (33%) §Free cash flow (33%) §Individual Performance (20%): §Including individual ESG Goal			§Provide variable cash compensation opportunity based on achievement of annual performance goals aligned with business objectives; §Reward focus on operational performance, profitability, and cash flow generation; and §Reward individual performance, including individual performance with respect to ESG goals, to align with Company and stockholder interests.

Base Salary

			§Provide a competitive level of fixed cash compensation for high-performing executives; and §Reward individual performance, level of experience, and responsibility.


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PROXY STATEMENT SUMMARY

Fiscal 2023 Performance

We achieved the following:


Fiscal Year Ended August 31 ($ millions, except diluted earnings per share)	GAAP	Non-GAAP(1)
Net Sales


Diluted Earnings Per Share / Adjusted Diluted Earnings Per Share


Net Cash Flow From Operating Activities (GAAP) / Free Cash Flow (Non-GAAP)


Adjusted ROIC

(1)This column includes non-GAAP financial measures used by the Board and management to assess the performance of the business. See Appendix A for reconciliations to the most directly comparable financial measures calculated in accordance with GAAP.

Net sales of $3.95 billion for the year ended August 31, 2023 decreased by $53.9 million, or 1.3%, compared with the prior-year period due to declines in sales within our ABL segment, partially offset by higher sales within our ISG segment. The divestiture from our Sunoptics prismatic skylight business, the acquisition of KE2 Therm, and changes in foreign currency rates did not have a meaningful impact on net sales for the year ended August 31, 2023.

Diluted earnings per share for fiscal 2023 was $10.76 compared with $11.08 for the prior-year period, a decrease of $0.32 per share, or 2.9%. The decline in diluted earnings per share reflects lower net income, partially offset by lower outstanding diluted shares. Adjusted diluted earnings per share for fiscal 2023 was $14.05 compared with $12.83 for the prior-year period, an increase of $1.22 per share or 9.5%. The improvement in adjusted diluted earnings per share reflects higher adjusted net income, as well as lower outstanding diluted shares.

We generated $578.1 million of cash flows from operating activities during fiscal 2023 compared with $316.3 million in the prior-year period, an increase of $261.8 million. This increase was due primarily to increased cash collections from customers and fewer inventory purchases during the current period, partially offset by the timing of payments for purchases on account. Cash generated from operating activities, cash on hand, and additional long-term debt borrowings were used during fiscal 2023 to fund our capital allocation priorities, including: $66.7 million in capital expenditures to support organic growth in our business, $16.8 million in dividends paid to stockholders, and $268.9 million, or 1.6 million, of share repurchases.

In fiscal 2023, we delivered adjusted ROIC of 17.1%, well above our estimated WACC of 10.5%.


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PROXY STATEMENT SUMMARY

Financial Performance Measures for Short-Term Incentive Program

The financial performance measures and their relative weightings are established by the Compensation and Management Development Committee and ratified by the Board early in the fiscal year. In selecting appropriate performance measures, the Compensation and Management Development Committee considers management's recommendations, which incorporate and consider the long- and short-term strategic goals of the Company, and reviews available peer company information and other market data provided by its compensation consultant.

Each of the financial performance measures shown below may be adjusted to exclude the impact of: (a) special charges for streamlining efforts and impairments; (b) the distortive effect of business acquisitions and/or dispositions; (c) purchase accounting adjustments; (d) significant changes in income tax rates or regulations; (e) significant changes in foreign currency; (f) refinancing or extinguishment of debt; (g) changes in accounting principles or accounting policies; and (h) any other unusual gain or loss or event deemed appropriate by the Compensation and Management Development Committee. For fiscal 2023, the only adjustments the Committee made were to exclude the impact of severance expenses resulting from business actions taken in the first and fourth quarters of the year.


SHORT-TERM INCENTIVE PROGRAM FINANCIAL PERFORMANCE MEASURES
Performance Measure(2)	Weighting	Performance Objectives(1)			Actual (in millions)	Achievement % (rounded)	Weighted Payout % (rounded)
		Threshold	Target	Maximum
Net sales					$3,952	60%	20%
Adjusted operating profit					$486	65%	21%
Free cash flow					$511	200%	66%
				Company Payout Percentage			107%

(1)Threshold, Target, and Maximum are payable at 50%, 100%, and 200%, respectively.

(2)Adjusted operating profit and free cash flow are non-GAAP financial measures. See Appendix B for reconciliations to the most directly comparable financial measures calculated in accordance with GAAP and information relating to the calculation of these performance measures.

Performance-Based Incentive Compensation

The Compensation and Management Development Committee made key compensation decisions for our NEOs for fiscal 2023 as discussed below.

STI Program payouts for fiscal 2023 were based on the achievement of previously established financial performance measures and the achievement of individual performance goals. Eighty percent (80%) of the cash incentive opportunity could be earned based on the Company's performance relative to net sales, adjusted operating profit, and free cash flow. The actual financial performance achieved in reference to the threshold, target, and maximum ranges resulted in achievements of net sales at 60%, adjusted operating profit at 65%, and free cash flow at 200%. Based on the weighting of each financial measure, this resulted in a payout based on the Company performance of 107%. Twenty percent (20%) of the cash incentive opportunity could be earned based on achievement of individual performance goals, which include ESG goals. Each NEO's final STI Program payout was calculated by taking the sum of the individual participant's base salary multiplied by their STI Program target percent, then applying the achievement level of the financial performance measures and the individual performance level.

The Board granted NEOs equity awards in October 2022 under the LTI Program as follows:

§For the CEO (a) 75% in the form of PSUs that vest, if at all, three years from the grant date, and (b) 25% in the form of RSUs that vest ratably over a three-year period.

§For all other NEOs (a) 60% in the form of PSUs that vest, if at all, three years from date of grant, and (b) 40% in the form of RSUs that vest ratably over a three-year period.

The actual number of PSUs earned will be determined at the end of the three-year period based on the level of achievement of adjusted ROIC in excess of established WACC thresholds and our relative ranking against the S&P 400 Capital Goods Index, both of which may allow for an earned payout up to two times the number of PSUs originally awarded.


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Corporate Governance at Acuity Brands

ITEM 1:

ELECTION OF DIRECTORS

The Board has nominated each of our ten current directors listed below to be re-elected to serve a one-year term expiring at our next annual meeting of stockholders or until a successor is elected or qualified.

Neil M. Ashe

Marcia J. Avedon, Ph.D.

W. Patrick Battle

Michael J. Bender

G. Douglas Dillard, Jr.

James H. Hance, Jr.

Maya Leibman

Laura G. O'Shaughnessy

Mark J. Sachleben

Mary A. Winston

Our By-Laws provide that the number of directors constituting the Board shall be determined from time to time by the Board. Currently, the number of directors constituting the Board is fixed at ten and consists of the directors listed above. All directors have been nominated for re-election at this Annual Meeting after being recommended by the members of the Governance Committee. If elected, each of the nominees will hold office for a one-year term expiring at our next annual meeting or until a successor is elected or qualified.

Our Corporate Governance Guidelines provide that persons will not be nominated for election after their 75th birthday unless the Board, on the recommendation of the Governance Committee, determines that due to unique or extenuating circumstances it is in the best interests of the Company and its stockholders to waive such limitation. Directors are expected to offer to resign as of the annual meeting following their 75th birthday. The Board waived the age requirement for Mr. Hance, age 79, who has been nominated for election at this Annual Meeting. The additional one-year term for Mr. Hance will provide continuity during our ongoing board review and refreshment process, as well as allow the Company to continue to benefit from his diverse skills and experience.

The persons named in the accompanying proxy, or their substitutes, will vote for the election of the ten nominees. No proposed nominee is being elected pursuant to any arrangement or understanding between the nominee and any other person or persons. All nominees have consented to stand for election at this meeting. If any of the proposed nominees become unable or unwilling to serve, the persons named as proxies in the accompanying proxy, or their substitutes, shall have full discretion and authority to vote or refrain from voting for any substitute nominees in accordance with their judgment.

A summary of each director nominee’s business experience and qualifications, other public company directorships held currently or in the last five years, and membership on the standing committees of the Board of the Company is below.

The Board recommends that you vote FOR each of the Director Nominees.


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CORPORATE GOVERNANCE AT ACUITY BRANDS

Director Information

Board Skills and Experience Summary



			Executive Leadership: Experience as a public company CEO or other executive officer, either current or past; or a senior executive, division president, or functional leader within a complex organization


			Corporate Governance: Current or previous service on a public company board of directors; or understanding of public company operating responsibilities and with issues commonly faced by public companies


			Strategic Growth and Development: Knowledge of strategic planning and mergers and acquisitions in large organizations operating in multiple geographies


			Operational/Manufacturing: Experience in the oversight of large-scale operations, including manufacturing in industries similar to the ones in which the Company operates


			Finance, Accounting, and Capital Markets: Knowledge of finance or financial reporting; experience with debt/capital market transactions; or experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor


			Human Capital and Talent Management: Experience in attracting, developing, and retaining talent and building strong cultures


			Enterprise Risk Management/Sustainability: Experience in oversight of enterprise-wide risk management, including cybersecurity; or experience in creating long-term value by embracing opportunities and managing risks deriving from ESG developments


			Engineering, Technology, and Innovation: Experience in leading edge engineering and technology innovation; experience in digital transformation of a business


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CORPORATE GOVERNANCE AT ACUITY BRANDS

Director Nominees



						SKILLS AND QUALIFICATIONS Mr. Ashe brings to our Board extensive executive leadership experience and demonstrated ability to lead innovation, growth and change in competitive and fast- moving industries. His expertise, including in the following areas, qualifies him to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; operations and manufacturing; finance, accounting, and capital markets; human capital and talent management; enterprise risk management and sustainability; and engineering, technology, and innovation. CAREER HIGHLIGHTS §Chairman of the Board of the Company since January 2021 §President and Chief Executive Officer of the Company since January 2020 §CEO of Faster Horses LLC, which invests in, operates and advises companies that are embracing the power of digital to grow and change their businesses, from February 2017 to December 2019 §President and CEO, Global eCommerce & Technology, of Walmart, Inc., a multi-national retail corporation, from January 2012 to January 2017 §President of CBS Interactive, an online content network for information and entertainment, from July 2008 to July 2011 §CEO of CNET Networks, Inc., an online platform that provides media and marketing services, from 2006 to 2008 §Served on the Boards of Directors of numerous companies, including CNET Networks, Inc. and AMC Networks, Inc. OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: Vericity, Inc. §Previous (during the past 5 years): None

NEIL M. ASHE Director Since: 2020 Age: 56 Non-Independent (Chairman, President and Chief Executive Officer) Committees: None



						SKILLS AND QUALIFICATIONS Dr. Avedon brings to our Board over 30 years of experience leading organizational transformation, talent and succession management, culture change, corporate social responsibility and communications. Her expertise, including in the following areas, qualifies her to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; operations and manufacturing; finance, accounting, and capital markets; human capital and talent management; enterprise risk management and sustainability; and engineering, technology, and innovation. CAREER HIGHLIGHTS §Founder and CEO, Avedon Advisory LLC since April 2022 §Executive Vice President, Chief Human Resources, Marketing and Communications Officer for Trane Technologies PLC from March 2020 to April 2022 §Senior Vice President of Human Resources, Communications and Corporate Affairs for Ingersoll Rand from February 2007 to March 2020 §Chief HR Officer of Merck from January 2002 to December 2006 §Positions in Human Resources of increasing responsibility at Honeywell International from 1995 to 2002 §Early career included positions in human resources at Anheuser-Busch Companies, Inc. and as a consultant with Booz, Allen & Hamilton, Inc. OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: Generac Power Systems §Previous (during the past 5 years): GCP Applied Technologies and Lincoln National Corporation

MARCIA J. AVEDON, Ph.D. Director Since: 2022 Age: 62 Independent Committees: Compensation and Management Development; Governance


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						SKILLS AND QUALIFICATIONS Mr. Battle brings to our Board extensive operational, strategic, and marketing expertise gained through his senior leadership positions. His expertise, including in the following areas, qualifies him to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; operations and manufacturing; finance, accounting, and human capital and talent management; and engineering, technology, and innovation. CAREER HIGHLIGHTS §Managing Partner of Stillwater Family Holdings since 2010 §Chairman of IMG College (formerly known as The Collegiate Licensing Company, “CLC”), a national collegiate licensing and marketing firm, from 2007 to 2011; prior to joining IMG in 2007, Mr. Battle was president and CEO of CLC, where he worked since 1984 OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: MasterCraft Boat Holdings, Inc. §Previous (during the past 5 years): None

W. PATRICK BATTLE Director Since: 2014 Age: 60 Independent Committees: Compensation and Management Development; Governance



						SKILLS AND QUALIFICATIONS Mr. Bender brings to our Board a strong background as an executive leader with extensive experience operating businesses at scale in the retail, integrated healthcare, real estate, e-commerce and global food and beverage industries. His expertise, including in the following areas, qualifies him to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; operational and manufacturing; finance, accounting, and capital markets; human capital and talent management; enterprise risk and sustainability; and engineering, technology, and innovation. CAREER HIGHLIGHTS §President and CEO of Eyemart Express, LLC (“Eyemart”), an eyecare retailer, from January 2018 to April 2022, having previously served as President of Eyemart from September 2017 to January 2018 §Chief Operating Officer, Global eCommerce of Walmart Inc. (“Walmart”), a multinational retail corporation, from July 2014 to February 2017, following service in various executive level positions at Walmart, including EVP and President of West Business Unit from 2011 to 2014; SVP, Mountain Division from 2010 to 2011; and Vice President and General Manager of Southwest Region from 2009 to 2010 §Various senior level positions from 2003 to 2007 at Cardinal Health, Inc., a global, integrated healthcare services and products company, including President and General Manager, Retail and Alternate Care §Vice President, Store Operations of L-Brands, Inc., Victoria Secret Stores, an international specialty retailer, from 1999 to 2002 §Variety of sales, finance, and operating roles at PepsiCo, Inc., a global food and beverage company, from 1984 to 1999 OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: Kohl’s Corporation §Previous (during the past 5 years): Ryman Hospitality Properties, Inc.

MICHAEL J. BENDER Director Since: 2022 Age: 62 Independent Committees: Audit; Governance


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						SKILLS AND QUALIFICATIONS Mr. Dillard brings to our Board financial and strategic expertise, including his vast and relevant experience with software and business service companies, which is fundamental to the Company’s current strategic direction. His expertise, including in the following areas, qualifies him to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; finance, accounting, and capital markets; human capital and talent management; enterprise risk management and sustainability; and engineering, technology, and innovation. CAREER HIGHLIGHTS §Founder and Managing Partner of Slewgrass Capital, LLC, and Slewgrass Partners, LLC, a family investment fund, since 2017 §Co-Managing Partner of Standard Pacific Capital (“Standard Pacific”), an investment management firm, from 2005 to 2016 §Investment Partner of Standard Pacific from 1998 to 2005, responsible for the firm’s investments in software and business service companies and non-Asia emerging markets §Co-Portfolio Manager of Standard Pacific’s flagship Global Fund from 2005 to 2016 §Adjunct professor at the McDonough School of Business at Georgetown University since 2017 OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: None §Previous (during the past 5 years): None

G. DOUGLAS DILLARD, JR. Director Since: 2017 Age: 53 Independent Committees: Audit; Governance



						SKILLS AND QUALIFICATIONS Mr. Hance brings to our Board extensive leadership, operational, and financial expertise, as well as significant corporate governance knowledge from his service on other large public company boards. His expertise, including in the following areas, qualifies him to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; operations and manufacturing; finance, accounting, and capital markets; human capital and talent management; enterprise risk management and sustainability; and engineering, technology, and innovation. CAREER HIGHLIGHTS §Operating executive of The Carlyle Group LP, a global investment firm, since 2005 §Vice Chairman of Bank of America Corporation, a bank and financial holding company, from 1993 to 2005; Chief Financial Officer from 1988 to 2004 §Chairman and co-owner of Consolidated Coin Caterers Corporation, a manufacturer, marketer, and distributor of soft drinks, from 1985 to 1986 §Partner at PricewaterhouseCoopers, a multinational professional services brand of firms, from 1979 to 1985; audit staff from 1969 until 1978 §Certified Public Accountant §Served on the Boards of Directors of numerous companies, including Cousins Properties Incorporated, Duke Energy Corporation, Ford Motor Company, Parkway, Inc., Sprint-Nextel Corporation, Rayonier, Inc., EnPro Industries, Morgan Stanley, and Bank of America Corporation OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: The Carlyle Group, Inc. §Previous (during the past 5 years): None

JAMES H. HANCE, JR. Director Since: 2014 Age: 79 Independent Committees: Compensation and Management Development; Governance (Chair)


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						SKILLS AND QUALIFICATIONS Ms. Leibman brings to our Board extensive technology, cybersecurity, operational, strategic and leadership expertise gained through her senior leadership positions. Her expertise, including in the following areas, qualifies her to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; finance, accounting, and capital markets; human capital and talent management; enterprise risk management and sustainability; and engineering, technology, and innovation. CAREER HIGHLIGHTS §Senior Advisor, American Airlines Group Inc., a publicly traded airline holdings company (“AA”), since January 2023 §Executive Vice President and Chief Information Officer of AA from November 2015 to December 2022 §Senior Vice President and Chief Information Officer of AA from December 2011 to November 2015 §President of AAdvantage Loyalty Program from July 2010 to December 2011 §Various roles of increasing responsibility at AA from September 1994 to July 2010 OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: None §Previous (during the past 5 years): None

MAYA LEIBMAN Director Since: 2020 Age: 57 Independent Committees: Compensation and Management Development (Chair); Governance



						SKILLS AND QUALIFICATIONS Ms. O'Shaughnessy brings to our Board extensive digital, technology, business development, and strategic expertise gained through her various leadership positions. Her expertise, including in the following areas, qualifies her to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; finance, accounting, and capital markets; human capital and talent management; and engineering, technology, and innovation. CAREER HIGHLIGHTS §Co-Founder and Chief Marketing Officer, The Picnic Group, Inc., a boutique holding company of food brands, since December 2022 §Independent Consultant since August 2020 §Chief Digital Officer of ReserveBar, an e-commerce leader in rare, luxury, and ultra-premium spirits, from August 2022 to October 2022 §Co-Founder of Code3 (formerly SocialCode), a technology company that manages digital and social advertising for leading consumer brands, and served as CEO from 2009 to August 2020 §Business and Product Strategy of the Slate Group, an online publisher, from 2009 to 2010 OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: Vroom, Inc. §Previous (during the past 5 years): None

LAURA O'SHAUGHNESSY Director Since: 2020 Age: 46 Independent Committees: Audit; Governance


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						SKILLS AND QUALIFICATIONS Mr. Sachleben brings to our Board extensive financial, digital technology, and strategic planning expertise, as well corporate governance experience gained through his senior leadership positions. His expertise, including in the following areas, qualifies him to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; finance, accounting, and capital markets; human capital and talent management; enterprise risk management and sustainability; and engineering, technology, and innovation. CAREER HIGHLIGHTS §Advisor to the Chief Financial Officer of New Relic, Inc. (“New Relic”), an engineer focused, data-driven company, from August 2022 to May 2023 §Chief Financial Officer of New Relic from April 2008 to August 2022 §Corporate Secretary of New Relic from February 2018 to August 2022 §Vice President of Finance of Wily Technology, Inc., a software company, from December 1999 to March 2006 OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: MeridianLink, Inc. §Previous (during the past 5 years): None

MARK J. SACHLEBEN Director Since: 2021 Age: 58 Independent Committees: Compensation and Management Development; Governance



						SKILLS AND QUALIFICATIONS Ms. Winston brings to our Board extensive management, operational, and financial expertise gained through her senior leadership positions, as well as significant corporate governance knowledge from her service on other large public company boards. Her expertise, including in the following areas, qualifies her to serve as a director of our Board: executive leadership; corporate governance; strategic growth and development; operations and manufacturing, finance, accounting, and capital markets; human capital and talent management; and enterprise risk management and sustainability. CAREER HIGHLIGHTS §President and Founder, Winsco Enterprises, Inc., a consulting firm, since 2016 §Interim CEO of Bed Bath & Beyond, Inc., a retail chain specializing in housewares, furniture and specialty items, from May 2019 to November 2019 §Executive Vice President and Chief Financial Officer of Family Dollar Stores, Inc., a leading discount retailer, from 2012 to 2015 §Senior Vice President and Chief Financial Officer of Giant Eagle, Inc., a supermarket chain, from 2008 to 2012 §Executive Vice President and Chief Financial Officer of Scholastic Corporation, a global children’s publishing, education and media company, from 2004 to 2007 §Held senior executive positions at Visteon Corporation, a global technology company, and Pfizer Inc., an American multinational pharmaceutical and biotechnology corporation, from 1995 to 2004 §Certified Public Accountant (inactive) §Served on the Boards of Directors of numerous companies, including Plexus Corporation and SUPERVALU Inc. OTHER PUBLIC COMPANY DIRECTORSHIPS §Current: Chipotle Mexican Grill, Inc., Northrop Grumman Corporation, and The Toronto-Dominion Bank §Previous (during the past 5 years): Bed Bath & Beyond, Inc., Domtar Corporation, and Dover Corporation

MARY A. WINSTON Director Since: 2017 Age: 62 Independent Committees: Audit (Chair); Governance


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Director Nomination Process

Annual Assessment of Size, Composition, and Structure

The Governance Committee, comprised of all of our independent directors, is responsible for recommending to the Board the director nominees to be elected by our stockholders each year at our annual meeting of stockholders. The Governance Committee is also responsible for recommending to the Board any nominees for appointment to fill a new Board seat or Board vacancy. To fulfill these responsibilities, the Governance Committee annually assesses the requirements of the Board and makes recommendations to the Board regarding its size, composition, and structure.

Incumbent Nominations

In determining whether to nominate an incumbent director for re-election, the Governance Committee, in consultation with the Board Chair and the Lead Director, evaluates each incumbent director’s continued service in light of the current assessment of the Board’s requirements, taking into account factors such as evaluation of the incumbent’s performance.

Identification and Consideration Process of New Nominees


1						Identification of Qualified Candidates


The Governance Committee first identifies a qualified candidate or candidates. Candidates may be identified through: the engagement of an outside search firm; recommendations from independent directors, the Board Chair, management or other advisors to the Company; or stockholder recommendations.

2						Review of Qualifications


The Governance Committee reviews the qualifications of each candidate. As expressed in our Corporate Governance Guidelines, we do not set specific criteria for directors, but the Governance Committee reviews the qualifications and skills of each candidate, including, but not limited to, the candidate’s experience, judgment, diversity, and experience in or knowledge of marketing, innovation, manufacturing, cybersecurity, software, electronic and distribution technologies, international operations, and accounting or financial management.

3						Candidate Interview


Final candidates are interviewed by multiple Governance Committee members, as well as the Board Chair and the Lead Director (who currently is the Governance Committee Chair).

4						Recommendation


The Governance Committee makes a recommendation to the Board based on its review, the results of interviews with the candidates, and all other available information.

5						Final Decision


The Board makes the final decision on whether to invite a candidate to join the Board after completion of independence, reference, and background checks.

6						Invitation


The Board-approved invitation is extended by the Governance Committee Chair and the Board Chair.


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Recent Additions to the Board

As an example of the process outlined above, when the Board conducted a search to identify candidates to further its refreshment efforts in fiscal 2022, it engaged an outside search firm to assist in identifying potential director candidates. The outside search firm conducted a skills assessment of the current Board and, after a review of this assessment by the Governance Committee, was instructed to search for candidates that had skills and experience within our current strategic priorities of operations, industry, role (active CEO or chief information officer), financial, governance, ESG expertise, global operations, human capital management, diversity, and technology. The search firm identified several candidates, who were then interviewed by the Board Chair and the Lead Director. The final candidates were subsequently interviewed by other members of the Governance Committee. Two candidates were identified: Dr. Avedon and Mr. Bender. After completion of reference and background checks and a review of various independence requirements, these candidates were extended invitations to join the Board. The Board approved each candidate.



Importance of Board Diversity Our Corporate Governance Guidelines provide that the Governance Committee should consider diversity when reviewing the appropriate experience, skills, and characteristics required of directors. In evaluating director candidates, the Governance Committee considers the diversity of the experience, skills, and characteristics that each candidate brings to the Board and whether the candidate’s background, qualifications and characteristics will complement the overall membership of the Board. For purposes of Board composition, diversity also may include, among other unique characteristics, age, gender, ethnicity, race, national origin, and/or geographic background. The Governance Committee and the Board seek to maintain a Board comprised of talented and dedicated directors with a diverse mix of skills, backgrounds, and expertise in areas that will foster the Company's continued business success and that will reflect the diverse nature of the business environment in which we operate. The Board maintains a Board Diversity Policy which is available on the Company's website at www.acuitybrands.com under For Investors then Governance—Committee Charters & Governance Documents.



Importance of Time Commitment The Board believes that directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time. Therefore, our Corporate Governance Guidelines generally prohibit (i) an outside director from serving on more than four public company boards (including our Board) at one time, (ii) our CEO from serving on more than two public company boards (including our Board) at one time, and (iii) the Board Chair or Lead Director from serving on more than three public company boards (including our Board).

Stockholder Recommendations for Candidates for Director

Pursuant to a policy adopted by the Board, the Governance Committee will consider recommendations for candidates for director from stockholders made in writing via certified mail and addressed to the attention of the Chair of the Governance Committee, c/o Corporate Secretary, Acuity Brands, Inc., 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309. The Governance Committee will consider such recommendations on the same basis as those from other sources. Stockholders making recommendations for candidates for director should provide the same information required for director nominations by stockholders at an annual meeting, and such recommendations must be received by the Company in accordance with the advance notice provision of our By-Laws, each as explained in the section entitled Next Annual Meeting—Stockholder Proposals and Director Nominations.

Proxy Access Nominations

Our By-Laws enable a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director candidates constituting up to the greater of 20% of the number of directors then in office or two directors, subject to the requirements specified in our By-Laws. Stockholders who wish to nominate director candidates for inclusion in our proxy materials under our proxy access By-Law provisions must satisfy the requirements (including, but not limited to, the timelines) in our By-Laws as described in the section entitled Next Annual Meeting—Stockholder Proposals and Director Nominations. The Board expects to evaluate any director candidates nominated through the proxy access process in a manner similar to that used to evaluate other director candidates.


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Board Refreshment and Succession Planning We have added skills, expertise, and diversity to the Board with the addition of Dr. Avedon (June 2022), Mr. Bender (September 2022), Ms. Leibman (February 2020), Ms. O'Shaughnessy (June 2020), and Mr. Sachleben (August 2021) in such areas as executive leadership, strategic growth and development, engineering, technology, innovation, finance, accounting, human capital and talent management, enterprise risk management, and sustainability. It is the intention of the Board to continue this refreshment process over the coming years as we plan for the retirement of certain members of the Board, when additional skills and expertise are identified during the annual assessment process, or as a result of our strategic planning process.						5 new independent directors in 3 years (2020-2022)

Director Independence

The Board is responsible for supervising the management of the Company. The Board has reviewed and determined that all of its current members, except Neil M. Ashe, the Chairman, President and CEO, have no material relationship with the Company and are independent, based on the listing standards of the NYSE, the categorical standards in our Corporate Governance Guidelines, and a finding of no other material relationships. Our Corporate Governance Guidelines are available on our website at www.acuitybrands.com under For Investors then Governance—Committee Charters & Governance Documents.

Board and Committees

Board Leadership Structure

The Board believes that no single leadership structure fits all organizations. The Board, using its diverse skills and experience, considers the most appropriate leadership structure for our Company based on the specific circumstances and challenges we face. The independent Board members challenge management and demonstrate independence and free thinking as necessary to ensure effective oversight. The Board also prioritizes stockholder engagement and discusses feedback received. As a result, the Board is in the best position to evaluate the relative benefits and challenges of different Board leadership structures, and ultimately decides which one best serves the interests of all of our stakeholders. The independent directors, therefore, believe that the Company's current structure, with an independent Lead Director and standing committees consisting entirely of independent directors, provides strong independent leadership and oversight, as well as efficient and clear leadership, communication, and administration.

Duties and Responsibilities of the Board Chair

Our Corporate Governance Guidelines provide that whenever the Board Chair is a member of management, there will be an independent Lead Director. Some of the responsibilities of the Board Chair include, but are not limited to:

§facilitating the flow of information between management and the Board;

§providing an appropriate amount of management oversight;

§facilitating the efficient operation of the Board by ensuring the Board is fulfilling its obligations and duties; and

§framing effective strategic alternatives based on extensive knowledge of the Company and the industry in which it operates.


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Duties and Responsibilities of the Lead Director

Our Lead Director is an independent director appointed each year by the independent members of the Board after the annual meeting of stockholders. The Lead Director’s responsibilities, as described in our Corporate Governance Guidelines, include:

§providing oversight to ensure the Board works in an independent, cohesive fashion;

§ensuring Board leadership in the absence or incapacitation of the Board Chair;

§chairing Board meetings when the Board Chair is not in attendance;

§coordinating with the Board Chair to ensure the conduct of the Board meeting provides adequate time for serious discussion of appropriate issues and that appropriate information is made available to Board members on a timely basis;

§chairing executive sessions and acting as liaison between the independent directors and the Board Chair on matters raised in such sessions; and

§coordinating with the Board Chair and CEO, or if they are not the same person, the CEO, to set the agenda for Board meetings.

In addition, the Lead Director meets separately each quarter with our General Counsel and is entitled to request material and receive notice of and attend all Board committee meetings and to discuss other matters, as needed, directly with our General Counsel.

The Board believes that having an independent Lead Director whose responsibilities closely parallel those of an independent chair ensures that the appropriate level of independent oversight is applied to all Board decisions.



Our Corporate Governance Guidelines provide that our Board will include a majority of independent directors. As described in Item 1—Election of Directors, nine of our ten director nominees are independent. In addition, only independent directors serve as members of the Audit Committee, the Compensation and Management Development Committee, and the Governance Committee. Each of the standing committees is led by a committee chair who sets the agenda for the committee and reports to the full Board on the committee’s work. The independent members of the Board and the independent members of each of the standing committees meet quarterly in executive session.			90% Independent Directors


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Committees of the Board

The Board has delegated certain functions to the Audit Committee, the Compensation and Management Development Committee, and the Governance Committee. Our committee Charters describe the responsibilities of each standing committee. For information about where to access the Charters, see Governance Policies and Procedures.

Audit Committee (6 meetings during fiscal 2023)



Fiscal 2022 Committee Members: Mary A. Winston (Chair) James. H. Hance, Jr. Laura G. O'Shaughnessy Ray M. Robinson	Rotated In/New Director: Michael J. Bender (Appointed September 2022) G. Douglas Dillard, Jr. (Rotated January 2023)	Current Committee Members: Mary A. Winston (Chair) Michael J. Bender G. Douglas Dillard, Jr. Laura G. O'Shaughnessy


	Rotated Out/Retired: Ray M. Robinson (Retired January 2023) James. H. Hance, Jr. (Rotated January 2023)

Roles and Responsibilities of the Audit Committee

§Matters pertaining to our auditing, internal control, financial reporting, and financial risk exposures (including cybersecurity), as set forth in the Audit Committee’s report (see Report of the Audit Committee) and in its Charter.

§Each quarter, the Audit Committee meets separately with the independent registered public accounting firm, the internal auditor, the Chief Financial Officer, the General Counsel, and the Chief Compliance Officer without other management present.

§Annually, the Audit Committee evaluates the performance of the independent registered public accounting firm in relation to its functions and responsibilities (see Selection and Engagement of the Independent Registered Public Accounting Firm).

Each member of the Audit Committee is independent under the requirements of the SEC and the Sarbanes-Oxley Act of 2002. In addition, the Board has determined that each member of the Audit Committee meets the current independence and financial literacy requirements of the listing standards of the NYSE. The Board has determined that each of the members of the Audit Committee satisfy the “audit committee financial expert” criteria adopted by the SEC and that each of them has accounting and related financial management expertise required by the listing standards of the NYSE.

Compensation and Management Development Committee (5 meetings during fiscal 2023)



Fiscal 2022 Committee Members: Dominic J. Pileggi (Chair) Marcia J. Avedon, Ph.D. W. Patrick Battle G. Douglas Dillard, Jr. Maya Leibman Mark J. Sachleben	Rotated In/New Director: James H. Hance, Jr. (Rotated January 2023)	Current Committee Members: Maya Leibman (Chair) Marcia J. Avedon, Ph.D. W. Patrick Battle James H. Hance, Jr. Mark J. Sachleben


	Rotated Out/Retired: Dominic J. Pileggi (Retired January 2023) G. Douglas Dillard, Jr. (Rotated January 2023)


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Roles and Responsibilities of the Compensation and Management Development Committee

§Matters relating to the evaluation and compensation of the executive officers and non-employee directors, as described in its Charter.

§Matters relating to management development and succession, as well as oversight of DEI.

§At most regularly scheduled meetings, the Compensation and Management Development Committee meets privately with an independent compensation consultant without management present.

§Annually, the Compensation and Management Development Committee evaluates the performance of the independent compensation consultant in relation to the its functions and responsibilities.

Each member of the Compensation and Management Development Committee is independent under the listing standards of the NYSE and a non-employee director under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, the Board has determined that each member of the Compensation and Management Development Committee meets the additional independence requirements applicable to compensation committees under NYSE listing standards.

Compensation Committee Interlocks and Insider Participation

The directors who served on the Compensation and Management Development Committee of the Board during the fiscal year ended August 31, 2023, were Marcia J. Avedon, Ph.D., W. Patrick Battle, G. Douglas Dillard, Jr., James H. Hance, Jr., Maya Leibman, Dominic Pileggi, and Mark J. Sachleben. None of these individuals are, or ever have been, officers or associates of the Company. During fiscal 2023, none of our executive officers served as a director or on the compensation committee of any entity for which any of these individuals served as an executive officer, and there were no other compensation committee interlocks with the entities with which these individuals or our other directors are affiliated.

Governance Committee (4 meetings during fiscal 2023)



Fiscal 2022 Committee Members: James H. Hance, Jr. (Chair) Marcia J. Avedon, Ph.D. W. Patrick Battle G. Douglas Dillard, Jr. Maya Leibman Laura G. O'Shaughnessy Dominic J. Pileggi Ray M. Robinson Mark J. Sachleben Mary A. Winston	Rotated In/New Director: Michael J. Bender (Appointed September 2022)	Current Committee Members: James H. Hance, Jr. (Chair) Marcia J. Avedon, Ph.D. W. Patrick Battle Michael J. Bender G. Douglas Dillard, Jr. Maya Leibman Laura G. O'Shaughnessy Mark J. Sachleben Mary A. Winston


	Rotated Out/Retired: Dominic J. Pileggi (Retired January 2023) Ray M. Robinson (Retired January 2023)

Roles and Responsibilities of the Governance Committee

§Reviewing matters pertaining to the composition, organization, and practices of the Board.

§Recommending changes to the Corporate Governance Guidelines.

§Recommending changes to and overseeing the administration of the Code of Ethics and Business Conduct.

§Overseeing our ESG initiatives through our EarthLIGHT program.

§Periodic evaluation of the Board and individual directors.

§Recommending to the full Board a slate of directors for election by stockholders at the annual meeting and candidates to fill a new Board position or any vacancies on the Board as explained in greater detail in the section entitled Director Nomination Process.

The Board has determined that each member of the Governance Committee is independent under the listing standards of the NYSE.


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Director Engagement

Board Meetings and Attendance

During the fiscal year ended August 31, 2023, the Board held four regular meetings. Each incumbent member of the Board attended 75% or more of the aggregate of (i) the total number of meetings of the Board held during fiscal 2023 (during the period for which such person served as a director), and (ii) the total number of meetings of each committee of the Board held during fiscal 2023 (during the period for which such person served as a member of the committee).

The Company does not have a formal policy regarding director attendance at its annual meeting of stockholders. However, we expect that each continuing director will attend the annual meeting of stockholders, absent a valid reason. All of our continuing directors attended the most recent annual meeting.

Meetings of Non-Management Directors

Our Corporate Governance Guidelines provide that all non-management directors meet in executive session outside the presence of the CEO and other Company personnel during a portion of each of the Board’s meetings. As discussed above, the Lead Director chairs these executive sessions and develops the agenda for each executive session.

Beyond the Boardroom

Our directors routinely receive updates on the Company's strategy and operations from members of the management team during quarterly meetings that allow continued engagement with our associates who are involved in day-to-day operations. In addition, the members of the Board may periodically visit one or more of the Company's operating facilities.

When a new director is elected to the Board, the Company's senior leadership team conducts an orientation that covers such topics as strategy, product innovation, industry overview, sales and marketing strategies, supply chain and sourcing management, financial highlights and planning, legal entity structure, and a general overview of the Company's governance policies and practices, including a review of a director's fiduciary duties.


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Board Evaluation Process

The Board believes in a robust self-evaluation process. The Board performs a full Board evaluation each year that includes an assessment of each Committee. The evaluation process described below is managed by the Corporate Secretary's office with oversight by the Governance Committee. The Governance Committee may retain an independent third party to assist in the evaluation process if deemed appropriate.


1						Completion of Questionnaires


All members of the Board complete a detailed confidential questionnaire on the performance of the full Board on such topics as: alignment with the Company's mission, vision, values and long-term strategies and goals; effectiveness and commitment to fiduciary responsibilities; oversight of Company's long-term strategy and risk management; support of a culture of mutual trust and open communications; review of Board and committee composition relating to skills, expertise, diversity, size, and succession; feedback on the information provided to the Board and its committees relating timing and relevance of information from management and other advisors; productiveness and length of meetings; and effectiveness of the Board's leadership in areas of oversight, onboarding, succession planning, and facilitation.

2						Committee Self-Evaluation


Each standing committee also conducts self-evaluations with results being reported by each standing committee chair to the Board. The committee self-evaluations consider: committee size; experience and skills of each committee member; appropriateness of committee responsibilities; length and content of quarterly meetings; communication among committee members; and other topics as deemed specifically appropriate by each standing committee.

3						Data Analysis


Information is collected and analyzed, and a written report summarizing the responses is prepared and provided to the Board Chair and the Lead Director.

4						Discussion


The Board Chair and Lead Director review and discuss the summary report with the Governance Committee and/or the Board.

5						Follow-Up


Matters requiring follow-up are addressed by the Lead Director/Chair of the Governance Committee and the Board Chair.


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Board Responsibilities

Strategic Oversight

The Board and its standing committees are involved in oversight of our strategy, including, but not limited to, major business and organizational initiatives, capital allocation, and potential business development opportunities. Each quarter the Board receives operational reports from senior leaders on key business activities and discusses one or more of the aforementioned areas. At least annually, the Board discusses the Company's long-term strategy, one-year plan, and three-year plan. The standing committees oversee elements of our strategy associated with their respective areas of responsibility.

Board Risk Oversight

While our management team is responsible for the day-to-day management of risk, the Board has broad oversight responsibility of our risk-management programs. In this role, the Board is responsible for ensuring that our risk-management processes and/or programs are designed and implemented effectively by management and that they function in the intended manner.

As outlined below, the Board delegates certain elements of its risk oversight function to its various standing committees. Each committee then discusses with the entire Board all aspects of its individual risk oversight. We believe that our risk oversight structure supports effective risk oversight by the Board. We also encourage open communication between management and directors with respect to risk oversight.

Full Board and Committees



Board Oversight Pursuant to our Corporate Governance Guidelines, it is the Board’s role to provide oversight of the Company’s risk management processes. The Board receives quarterly updates on various risks from each committee chair. In addition to the committees’ work in overseeing risk management, our Board regularly discusses significant risks that the Company may be facing.





Audit Committee	Compensation and Management Development Committee	Governance Committee

Specifically charged with the responsibility of meeting periodically, on at least a quarterly basis, with management to discuss major financial risk exposures (including cybersecurity risks) and the steps management has taken to monitor and control the Company’s exposure to risk, including policies with respect to financial risk assessment and risk management.	Considers risk in acquiring and retaining human capital, as well as in designing the compensation program. The goal of the latter being to appropriately balance short-term incentives and long-term performance. A discussion of the compensation risk analysis conducted by the Compensation and Management Development Committee is included in the Compensation Discussion and Analysis later in this Proxy Statement.	Responsible for the composition and evaluation of the Board and its standing committees. Also, specifically charged with oversight of the Company's ESG programs (EarthLIGHT) and policies and any associated risks, and with oversight of the Company's Code of Ethics and Business Conduct.





Management routinely prepares and presents to the Board an enterprise risk management report identifying and evaluating key risks, including cybersecurity risks, and how these risks are being managed. In addition, management provides updates during the year of any material changes to the risk profile and reports on any newly identified risks.


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Succession Planning and Human Capital Management

The Board and our Compensation and Management Development Committee routinely review the Company’s plans for development and succession for key management positions and provide guidance to management on these plans. Human capital management, including our DEI initiatives previously discussed, is extremely important to the success of our business and strategies, and we recognize that it requires continued investment in our associates. The Board takes an active interest in the capabilities required to enable the strategies, as well as the continuing evolution of our human capital capabilities. Acuity Brands is an equal opportunity employer, and we are committed to making employment decisions without regard to race, color, religion, national or ethnic origin, sex, sexual orientation, gender identity or expression, age, disability, protected veteran status, or other characteristics protected by law. We seek to retain our associates through competitive compensation and benefits, as well as challenging work experiences with increasing levels of responsibility. We strive to engage our associates in ways that will enhance their personal well-being and promote job satisfaction.

Human Capital Management in Fiscal 2023



			Associate Engagement, Workplace Culture, and Associate Value Proposition Continued our focus on our Listening Strategy and associate engagement action planning - emphasizing the accountabilities and capabilities of our leaders actioning survey results.


			Diversity, Equity, and Inclusion Improved our inclusion index score by using our values to guide our business actions. Broadened our learning about the obstacles to associate success by listening to and engaging our associates. Added two new ERGs.


			Health and Well-Being Continued to support the well-being of our associates and their families by: providing further education on the features of our benefits, making it easier to identify providers for particular needs or communities, and providing access to various health care options.


			Management Development and Associate Training Launched a management effectiveness series focused on coaching to performance. Scaled a digital platform with learning content and resources to help associates expand their knowledge, skills, and abilities.


			Associate Compensation Focused on our competitive positioning using our career architecture and global pay structures, pay equity, and pay transparency.

Contacting the Board of Directors

The Board has adopted a policy that allows stockholders and other interested parties to communicate directly with the Board as a group by writing to the Board Chair, with our non-management directors as a group by writing to the Chair of the Governance Committee, and with members of the Audit Committee as a group by writing to the Chair of the Audit Committee, each in care of the Corporate Secretary at our principal executive offices. Our principal executive offices are located at 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309. All communications will be forwarded promptly by the Corporate Secretary to the appropriate Board member.


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Governance Policies and Procedures

Corporate Governance Practices

Our Board has approved a number of changes to our corporate governance practices over the past several of years, including:

By-Law Amendment to Provide Proxy Access (2016). We amended our By-Laws to include proxy access rights, which enable a stockholder or a group of up to 20 stockholders owning 3% or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials director candidates constituting up to the greater of 20% of the number of directors then in office or two directors, subject to the requirements specified in our By-Laws. The amendment to our By-Laws to include proxy access was the result of the Board’s ongoing review of our corporate governance structure and current trends in corporate governance. The Board believes the proxy access By-Law provisions adopted by the Company conform generally with prevailing terms of proxy access By-Law provisions adopted by other public companies and reflect consideration of various factors identified by proxy advisory firms and corporate governance experts as critical to providing meaningful proxy access rights for stockholders.

Amendment of our Certificate of Incorporation to Declassify our Board of Directors (2017). We amended our Certificate of Incorporation to phase out the classified structure of our Board. All of our directors are now elected for one-year terms.

Amendments to our Corporate Governance Guidelines (2017). We amended to our Corporate Governance Guidelines to increase the retirement age of directors from 72 to 75, to provide that persons will not be nominated for election after their 75th birthday unless the Board determines that due to unique or extenuating circumstances it is in the best interest of the Company and its stockholders to waive such limitation. We subsequently amended the Corporate Governance Guidelines to reduce the number of public boards that our outside directors may serve on from five to four.

Amendment of our Certificate of Incorporation and By-Laws to Remove Supermajority Provisions (2021). We amended our Amended and Restated Certificate of Incorporation and our Amended and Restated By-Laws to eliminate supermajority voting provisions relating to amendments to the Amended and Restated Certificate of Incorporation and the Amended and Restated By-Laws and the removal of directors.

Amendment of our Certificate of Incorporation and By-Laws to Permit Stockholders to Call a Special Meeting (2021). We amended our Amended and Restated Certificate of Incorporation and our Amended and Restated By-Laws to grant stockholders holding 20% or more of the Company's outstanding common stock the ability to call a special meeting of stockholders.

Amendment and Restatement of our Incentive-Based Compensation Recoupment Policy (2023). We amended and restated our Incentive-Based Recoupment Policy to comply with recently adopted NYSE listing standards and SEC regulations governing compensation recovery policies. Under our policy as amended and restated, if we are required to prepare certain types of accounting restatements, we will be required to recover or “claw back” incentive-based compensation from any current or former executive officer, including our NEOs. We also may recover such compensation from our executive officers’ direct reports.

We are continuing to evaluate recent amendments to Delaware law, and possible revisions to our governing documents resulting from those amendments. We have included a proposal in Item 2 of this Proxy Statement to approve an amendment to the Company’s Restated Certificate of Incorporation to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law.


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Corporate Documents and SEC Filings

The following governance documents are available on our website at www.acuitybrands.com under For Investors then Governance — Committee Charters & Governance Documents.

§Certificate of Incorporation

§By-Laws

§Corporate Governance Guidelines

§Audit Committee Charter

§Compensation and Management Development Committee Charter

§Governance Committee Charter

§Board Diversity Policy

§Policy Regarding Interested Party Communications with Directors

§Policy on Stockholder Recommendations for Board of Director Candidates

§Anti-Bribery and Anti-Corruption Policy

§Code of Ethics and Business Conduct

§Whistleblower and Non-Retaliation Policy

§Stock Ownership Guidelines Policy

§Policy on Political Activities and Public Policy Engagement

§New - Amended and Restated Incentive-Based Compensation Recoupment Policy

Copies of any of these documents will be furnished to any interested party by written request to the Corporate Secretary, Acuity Brands, Inc., 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309. Our SEC filings, including Section 16 filings, are available on our website at www.acuitybrands.com under For Investors then Financials — SEC Filings. Our proxy materials and annual report are available on our website at www.acuitybrands.com under For Investors then Download Center. Information on or connected to our website is not, and should not be, considered a part of this Proxy Statement.

Compensation of Directors

Non-Employee Director Compensation

The compensation program of our non-employee directors is designed to achieve the following goals:

§compensation should fairly pay directors for work required for a company of our size and scope;

§compensation should align directors’ interests with the long-term interests of stockholders; and

§the structure of the compensation should be simple, transparent, and easy for directors and stockholders to understand.

Mr. Ashe, who is an employee of the Company, receives no additional compensation for serving as a director.

Director Fees

The compensation paid to our non-employee directors for their service on our Board and its committees is reviewed periodically with the assistance of the Compensation and Management Development Committee's independent compensation consultant using comparative data from the same peer companies that the Compensation and Management Development Committee uses to evaluate executive officer compensation. The Committee also reviews general industry practices for companies similar in revenue size to the Company. Prior to fiscal 2023, the last adjustment of non-employee director compensation occurred in fiscal 2019. In fiscal 2023, the Compensation and Management Development Committee reviewed the non-employee director compensation program. Based on that review, the compensation of the non-employee directors was adjusted as follows:

§the Cash Portion (as described below) was increased from $80,000 to $95,000;

§the Non-Cash Portion (as described below) was increased from $145,000 to $155,000;

§the fee paid to the Governance Committee Chair of $25,000 was adjusted and split such that $30,000 will be paid to the independent Lead Director and $15,000 will be paid to the Governance Committee Chair to accommodate the instance when the Governance Committee Chair does not serve as the Lead Director; and

§the fees paid to the Audit Committee Chair and Compensation and Management Development Committee Chair were increased from $20,000 to $25,000 and from $15,000 to $20,000, respectively.


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CORPORATE GOVERNANCE AT ACUITY BRANDS

A summary of the fiscal 2023 annual fees and other compensation paid to directors is below.


ANNUAL FEES In Effect Since January 2023	OTHER COMPENSATION(3)
	Lead Director:	$30,000

	Audit Committee Chair:	$25,000

	Compensation and Management Development Committee Chair:	$20,000

	Governance Committee Chair:	$15,000

	Board Meeting Fee (for meetings in excess of six per fiscal year):	$2,000
	Committee Meeting Fee (for meetings in excess of six per fiscal year):	$1,500

(1)Approximately 38% of the annual fee for fiscal 2023 was payable in cash. This portion of the annual fee may, at the director's election, be deferred as described below.

(2)Approximately 62% of the annual fee for fiscal 2023 was payable in equity. This portion is required to be deferred into stock units until the director exceeds the Stock Ownership Guidelines requirement described below. Once the Stock Ownership Guidelines requirement has been met, directors may annually elect to receive this Non-Cash Portion in the form of a restricted stock award or a deferred restricted stock unit award as described below.

(3)Any lead director, chair, or meeting fees, which are payable in cash, may also be deferred as described below.

We pay fees to our directors in a single payment after the annual meeting at which the director is elected for a one-year term. As shown above, the annual fee is split into a Cash and Non-Cash Portion. Each director may elect the payment form of each portion of their annual fee, subject, in some cases, to our Stock Ownership Guidelines.

Cash Portion. Each director may elect to have the Cash Portion paid in either cash or deferred into the Amended and Restated 2011 Director Deferred Compensation Plan (the "Amended 2011 NEDC"). Amounts deferred into the Amended 2011 NEDC may be credited into either an interest-bearing cash fund or into a stock unit fund. The value of the stock unit fund mirrors the value of the Company's common stock and earns cash dividends that are credited to the interest-bearing cash fund. See Director Deferred Compensation Plan below for more details about the distribution provisions of this plan.

Non-Cash Portion. Each director may elect to have the Non-Cash Portion paid in either a restricted stock award ("RSA") or a deferred restricted stock unit award ("DSU") pursuant to the Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan (the "Omnibus Incentive Plan") if the director has exceeded the Stock Ownership Guidelines requirement. Prior to exceeding the Stock Ownership Guidelines requirement, the Non-Cash Portion will be paid in the form of a DSU. RSAs and DSUs become fully vested on the first anniversary of the grant date, or, if earlier, the date of the next subsequent annual meeting of stockholders. Both RSAs and DSUs earn dividend equivalents during the vesting period at a rate equal to the dividends paid to other holders of our common stock if and when declared. DSUs continue to earn dividend equivalents until such time as they are distributed and such earned dividend equivalents receive interest at the same rate as dividend equivalents earned on deferred stock units under the Amended 2011 NEDC. When a director ceases service with the Company during the one-year vesting period, the total number of shares earned will be prorated based on the ratio of the total number of days served to the number of days in the vesting period. Any awards not earned will be forfeited effective as of the date a director's service ends.

Director Deferred Compensation Plan

The Amended 2011 NEDC, which was originally approved by stockholders in January 2012 as the Acuity Brands, Inc. 2011 Nonemployee Director Deferred Compensation Plan (the “2011 NEDC”), was approved by the Board on October 25, 2021. At that time, the expiration date of the Amended 2011 NEDC was extended to October 25, 2031 and all remaining shares available for grant under the 2011 NEDC were transferred to the Omnibus Incentive Plan.

The Amended 2011 NEDC allows for fees deferred by non-employee directors to either be credited into a deferred stock unit account and be paid in shares following retirement from the Board or be credited to an interest-bearing cash account to be paid in cash following retirement from the Board. Cash dividend equivalents earned on deferred stock units are credited into the interest-bearing account. Directors may elect to have amounts from the Amended 2011 NEDC paid in either a lump sum or in five equal installments. The cash fund amounts are paid in cash and the stock unit


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CORPORATE GOVERNANCE AT ACUITY BRANDS

fund is converted and distributed as shares of the Company's common stock. Deferred stock units that were contributed prior to January 2022 will be distributed from the 2011 NEDC share reserve, while deferred stock units that are contributed in or after January 2022 will be distributed from the Omnibus Incentive Plan share reserve.

Stock Ownership Guidelines

Each non-employee director is subject to Stock Ownership Guidelines that require each director to attain ownership in our common stock having a value of five times the Cash Portion of the Annual Fee. This value increased from $400,000 to $475,000 in fiscal 2023 as a result of the increase in the Cash Portion of the Annual Fee from $80,000 to $95,000. The Stock Ownership Guidelines allow directors a period of five years from their date of appointment to achieve their ownership requirement, and, for subsequent adjustments, a supplemental five-year period with respect to the additional ownership required as a result of the adjustment. For purposes of the Stock Ownership Guidelines, directly held shares, deferred stock units, vested and unvested DSUs, and unvested RSAs are counted. During fiscal 2023, each of our non-employee directors who has served for at least five years met the Stock Ownership Guidelines requirement, including at the increased requirement level. See Beneficial Ownership of the Company’s Securities.

Fiscal 2023 Director Compensation

The following table shows the fiscal 2023 compensation of our non-employee directors. Our Chairman, President and CEO, Mr. Ashe, did not receive any additional compensation for serving as a director. Our non-employee directors did not receive any option awards or any non-equity incentive plan compensation. Earnings in a non-qualified deferred compensation plan in excess of the applicable federal rate are disclosed in the table.

Directors receive an Annual Fee payment after the annual meeting at which each director is elected by stockholders. Amounts shown in the table are for fees earned or paid during fiscal 2023.


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(1)(2)	Change in Nonqualified Deferred Compensation Earnings ($)(3)	All Other Compensation ($)(4)	Total ($)(5)
Marcia J. Avedon, Ph.D.	95,000	160,080	—	—	255,080
W. Patrick Battle	95,000	160,080	582	—	255,662
Michael J. Bender(6)	120,863	206,337	—	—	327,200
G. Douglas Dillard, Jr.	95,000	160,080	316	—	255,396
James H. Hance, Jr.	140,000	160,080	36	5,000	305,116
Maya Leibman	115,000	160,080	116	—	275,196
Laura G. O'Shaughnessy	95,000	160,080	127	—	255,207
Dominic J. Pileggi(7)	—	—	—	5,000	5,000
Ray M. Robinson(7)	—	—	10,292	5,000	15,292
Mark J. Sachleben	—	255,080	7	—	255,087
Mary A. Winston	120,000	160,080	284	—	280,364

(1)The Cash Portion of the annual director fees, along with any chair or excess meeting fees, may be deferred into the Amended 2011 NEDC at the election of the director into either stock units to be paid in shares following retirement from the Board or credited to an interest-bearing account to be paid in cash following retirement from the Board. The Non-Cash Portion of the annual director fee may, at the election of the director, be issued in the form of an RSA pursuant to the Omnibus Incentive Plan if the director’s stock ownership exceeds the Stock Ownership Guidelines requirement. If the director's stock ownership does not exceed the Stock Ownership Guideline requirement, the Non-Cash portion of the annual director fee will be issued as a DSU pursuant to the Omnibus Incentive Plan. As of August 31, 2023, certain directors had unvested RSAs outstanding as follows: Mr. Hance, 888 shares; Ms. Leibman, 888 shares; and Mr. Sachleben, 37 shares. As of August 31, 2023, certain directors had unvested DSUs outstanding as follows: Dr. Avedon, 888 shares; Mr. Battle, 888 shares; Mr. Bender, 1,188 shares; Mr. Dillard, 888 shares; Ms. O'Shaughnessy, 888 shares; Mr. Sachleben, 888 shares; and Ms. Winston, 888 shares. The following table sets forth the allocation of the Cash Portion and the Non-Cash Portion of the annual retainer paid in fiscal 2023 to each applicable director in the form of deferred stock units, RSAs, and DSUs.


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CORPORATE GOVERNANCE AT ACUITY BRANDS


	Cash Portion		Non-Cash Portion
	Deferred Stock Units		Deferred Restricted Stock Unit Award		Restricted Stock Award
Name	$	#	$	#	$	#
Marcia J. Avedon, Ph.D.	—	—	160,080	888	—	—
W. Patrick Battle	—	—	160,080	888	—	—
Michael J. Bender	—	—	206,337	1,188	—	—
G. Douglas Dillard, Jr.	—	—	160,080	888	—	—
James H. Hance, Jr.	—	—	—	—	160,080	888
Maya Leibman	—	—	—	—	160,080	888
Laura G. O'Shaughnessy	—	—	160,080	888	—	—
Mark J. Sachleben	95,000	544	160,080	888	—	—
Mary A. Winston	—	—	160,080	888	—	—

(2)This column shows the aggregate grant date fair value, as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"), of the Non-Cash Portion of fees (described above) and the Cash Portion (described above) deferred into the Amended 2011 NEDC into a stock unit fund. The assumptions used to value RSAs and DSUs granted can be found in Note 11 to our Consolidated Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended August 31, 2023.

(3)This column shows above-market earnings, which were calculated as the excess of the earnings credited on deferred amounts under the Amended 2022 NEDC that were deemed invested in the prime rate investment alternative under such plan over the amount that would have been earned had the deferred amounts been credited with a return equal to 120% of the applicable federal rate in effect when the prime rate investment alternative was first offered under the Amended 2022 NEDC.

(4)This column shows the matching charitable contributions made by the Company on behalf of the director under the Company's Matching Gift Program, which permits the Company to make matching contributions, on a dollar-for-dollar basis, of up to $5,000 in the aggregate, in the case of directors and executive officers, to eligible charitable organizations during each fiscal year.

(5)In fiscal 2023, the aggregate amount of perquisites and personal benefits provided to each director was less than $10,000. Matching charitable contributions are reported in the "All Other Compensation" column as described above.

(6)Mr. Bender joined the Board on September 29, 2022. Amounts shown for Mr. Bender include a pro-rata portion of annual director fees paid from his date of election, September 29, 2022, through January 24, 2023, the day before he was re-elected to the Board.

(7)Mr. Pileggi and Mr. Robinson retired from the Board at the 2023 annual meeting, and did not receive any compensation in fiscal 2023 other than the amount reported in the "All Other Compensation" column and "Change in Nonqualified Deferred Compensation Earnings" column (as applicable) as described above.


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CORPORATE GOVERNANCE AT ACUITY BRANDS

ITEM 2:

APPROVAL OF THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCORPORATE NEW DELAWARE LAW PROVISIONS REGARDING OFFICER EXCULPATION

We are asking you to approve an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law (the “Proposed Amendment”).

Background of the Proposed Amendment

The State of Delaware, our state of incorporation, recently enacted legislation that enables Delaware corporations to limit the liability of certain of their officers in limited circumstances. Specifically, Section 102(b)(7) of the General Corporation Law of the State of Delaware (“DGCL”) was amended to authorize corporations to adopt a provision in their certificate of incorporation to eliminate or limit monetary liability of certain corporate officers, or exculpation, for breach of the fiduciary duty of care. Previously, the DGCL allowed only exculpation of directors for breach of the fiduciary duty of care. As amended, Section 102(b)(7) of the DGCL authorizes corporations to provide for exculpation of the following officers: (i) the corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, (ii) “named executive officers” identified in the corporation’s SEC filings, and (iii) other individuals who have agreed to be identified as officers of the corporation.

Section 102(b)(7) of the DGCL, as amended, only permits, and the Proposed Amendment would only permit, the exculpation of certain officers in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. In addition, as is currently the case with directors under the Certificate of Incorporation, the Proposed Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and any transaction from which the officer derived an improper personal benefit. Article X in the Certificate of Incorporation currently provides for the exculpation of directors, but does not include a provision that allows for the exculpation of officers.

Rationale for the Proposed Amendment

The Board believes that it is important to provide protection from certain liabilities and expenses that may discourage prospective or current officers from accepting or continuing service with corporations. As with directors, officers frequently must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight.

The Board also believes the Proposed Amendment would better position the Company to attract exceptional officer candidates. In the absence of this exculpatory protection, candidates might be deterred from serving as officers due to exposure to personal liability in an environment with increasing litigation and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. A number of our peers have adopted, and we expect that others will adopt, exculpation clauses that limit the personal liability of officers in their respective certificates of incorporation, and failing to adopt the Proposed Amendment could impact our recruitment and retention of exceptional officer candidates.

The Board also took into account the narrow class and type of claims from which such officers would be exculpated from liability pursuant to DGCL Section 102(b)(7), the limited number of our officers that would be impacted and the benefits the Board believes would accrue to the Company by providing exculpation in accordance with DGCL Section 102(b)(7), including the ability to further enable our officers to best exercise their business judgment in furtherance of stockholder interests.

After weighing these considerations, upon the recommendation of the Governance Committee, the Board approved and declared it advisable to adopt, subject to stockholder approval, the Proposed Amendment to provide for exculpation of certain officers of the Company as permitted by recent amendments to Delaware law.


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Additional Information

If this Item 2 is not approved by a majority of the shares of our common stock outstanding on the record date, then the Proposed Amendment will not be approved and will not be implemented or become effective. The vote on the Proposed Amendment is binding. Approval of Item 2 will constitute approval of the amendment to the Certificate of Incorporation, as set forth in Appendix C to this Proxy Statement.

If this Item 2 is approved, the Company intends to file the amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Proposed Amendment will become effective at the time of that filing. The Board may, at any time prior to the effectiveness of the Proposed Amendment, abandon the Proposed Amendment without further action by the stockholders or the Board (even if the requisite stockholder vote is obtained).

The Board recommends that you vote FOR the approval of the Proposed Amendment to the Certificate of Incorporation to incorporate new Delaware law provisions regarding officer exculpation.


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Audit Committee Matters

ITEM 3:

RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At this Annual Meeting, a proposal will be presented to ratify the appointment of Ernst & Young LLP ("EY") as the independent registered public accounting firm to audit our financial statements for the fiscal year ending August 31, 2024. EY has performed this function for us since 2002. One or more representatives of EY are expected to be present at this Annual Meeting and will be afforded the opportunity to make a statement if they so desire and to respond to appropriate questions. Information regarding fees paid to EY during fiscal 2023 and fiscal 2022 is included below in Audit Fees and Other Fees.

Based on the Audit Committee’s evaluation discussed below in Selection and Engagement of the Independent Registered Public Accounting Firm, the Audit Committee believes that EY is independent and that it is in the best interests of the Company and our stockholders to retain EY to serve as our independent auditor for fiscal 2024.

The Board recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.

Selection and Engagement of the Independent Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, oversight, evaluation, and compensation of our independent registered public accounting firm, including review of its qualifications, independence, and performance. Additionally, the Audit Committee is involved in the selection of the lead engagement partner from the audit firm, which is required to be rotated every five years.

In determining whether to reappoint EY as the Company’s independent auditor, the Audit Committee took into consideration a number of factors, including the length of time the firm has been engaged, the quality of the Audit Committee’s ongoing discussions with EY, an annual assessment of the professional qualifications and past performance of the audit team, the appropriateness of fees, and external data regarding the firm’s audit quality and performance, including recent Public Company Accounting Oversight Board (United States) (“PCAOB”) reports on EY and its peer firms. Based on this evaluation, the Audit Committee believes that EY is independent and that it is in the best interests of the Company and our stockholders to retain EY to serve as our independent auditor for fiscal 2024.


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AUDIT COMMITTEE MATTERS

Audit Fees and Other Fees

The following table shows the aggregate fees billed during the fiscal years ended August 31, 2023 and 2022:


Fees Billed	Description	2023		2022
Audit Fees	Audit Fees include fees for services rendered for the audit of our annual financial statements, the review of the interim financial statements included in quarterly reports, comfort letters, consents, assistance with and review of documents filed with the SEC, and/or audits of statutory financial statements. Audit fees also include fees associated with rendering an opinion on our internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.	$	2,345,000	$	2,417,000
Audit-Related Fees	No aggregate Audit-Related Fees in either of the last two fiscal years for assurance and related services.	—		—
Tax Fees	Tax Fees primarily include international tax compliance and assistance with transfer pricing in various foreign jurisdictions.	118,000		102,000
All Other Fees	All Other Fees include amounts billed to the Company for the use of an online accounting research tool.	4,000		2,000
Total		2,467,000		2,521,000

Preapproval Policies and Procedures

The Audit Committee has established policies and procedures for the approval and preapproval of audit services and permitted non-audit services. The Audit Committee has the responsibility to engage and terminate our independent registered public accounting firm, to preapprove the performance of all audit and permitted non-audit services provided to us by our independent registered public accounting firm in accordance with Section 10A of the Exchange Act, and to review with our independent registered public accounting firm its fees and plans for all services. All fees paid to EY were preapproved by the Audit Committee, and there were no instances of waiver of approval requirements or guidelines.

The Audit Committee considered the provision of non-audit services by the independent registered public accounting firm and determined that provision of those services was compatible with maintaining auditor independence.

There were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

Report of the Audit Committee

The Audit Committee and the Board previously adopted a written Charter to set forth the Audit Committee’s responsibilities. The Charter is reviewed annually and amended as necessary to comply with new regulatory requirements. A copy of the Audit Committee Charter is available on the Company’s website at www.acuitybrands.com under For Investors then Governance—Committee Charters & Governance Documents. The Audit Committee is comprised solely of independent directors, as such term is defined by the listing standards of the NYSE. The Audit Committee held six meetings during fiscal 2023.

The Company’s management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. As required by the Charter, the Audit Committee reviewed the Company’s audited financial statements and met with management to discuss the audited financial statements in the Company’s Annual Report on Form 10-K, including the quality, not just the acceptability, of the accounting policies; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements.

The Audit Committee received from the independent registered public accounting firm the required written disclosures regarding its independence and the report regarding the results of its integrated audit. The Audit Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. GAAP and on our internal controls over financial reporting, its judgments as to the quality, not just the acceptability, of the Company’s accounting policies and such other matters as are required to be discussed with the Audit Committee under the rules adopted by the PCAOB, the rules of the SEC, and other applicable regulations. In addition, the Audit Committee has discussed with the independent registered


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AUDIT COMMITTEE MATTERS

public accounting firm the firm’s independence from Company management and the Company, including the matters in the letter from the firm required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence,” and considered whether the non-audit services provided by them during fiscal 2023 were compatible with the independent registered public accounting firm’s independence.

The Audit Committee also reviewed and discussed together with management and the independent registered public accounting firm the Company’s audited financial statements for the year ended August 31, 2023 and the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting, including its knowledge of any fraud, whether or not material, that involved management or other associates who had a significant role in the Company’s internal controls and the independent registered public accounting firm’s audit of internal control over financial reporting.

The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and the independent registered public accounting firm on a quarterly basis, with and without management present, to discuss the results of their examinations; their evaluations of the Company’s internal control, including internal control over financial reporting; and the overall quality of the Company’s financial reporting.

Based on its discussions with management and the Company’s independent registered public accounting firm referenced above, the Audit Committee did not become aware of any material misstatements or omissions in the audited financial statements. Accordingly, the Audit Committee recommended to the Board that the audited financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2023 for filing with the SEC.

AUDIT COMMITTEE

Mary A. Winston, Chair
Michael J. Bender

G. Douglas Dillard, Jr.
Laura G. O'Shaughnessy


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Executive Officers

Executive officers are elected annually by the Board and serve at the discretion of the Board. Neil M. Ashe serves as a Director and as an executive officer. His business experience is discussed in Item 1—Election of Directors—Director Information—Director Nominees. Our other executive officers as of the date of this Proxy Statement are described below.



						Ms. Holcom, age 54, is the Senior Vice President and Chief Financial Officer of the Company, a position she has held since September 2019. As CFO, Ms. Holcom leads the Company’s financial strategy to support the Company’s future growth and long-term value creation and is responsible for the global financial organization, including accounting, audit, financial planning, investor relations, tax and treasury functions. She has more than 30 years of financial experience. Ms. Holcom previously served as the Senior Vice President, Finance and Associate Engagement of Acuity Brands Lighting, Inc. (a Company subsidiary) from January 2019 to September 2019, Senior Vice President, Finance of Acuity Brands Lighting, Inc. from 2006 to December 2018, Vice President and Controller of the Company from 2004 to 2006, and Vice President, Financial Services of the Company from 2001 to 2004. Ms. Holcom is also a Certified Public Accountant and serves on the Georgia Chamber of Commerce and the Board of the Atlanta Police Foundation.

KAREN J. HOLCOM Senior Vice President and Chief Financial Officer



						Mr. Goldman, age 57, is the Senior Vice President and General Counsel of the Company, a position he has held since January 2015. In this role, Mr. Goldman leads the Company’s Law and Business Environment team overseeing Company legal matters, including corporate governance, compliance, mergers and acquisitions, strategic alliances, intellectual property, privacy, government relations, litigation, and risk management. He has 30 years of legal experience in the real estate, lighting, and building management industries. Mr. Goldman previously served as the Senior Vice President and General Counsel of Acuity Brands Lighting, Inc. (a Company subsidiary) from January 2007 to January 2015, Vice President and Associate Counsel of Acuity Brands Lighting, Inc. from April 2003 to January 2007, and Associate Counsel of the Company from August 2001 to April 2003. Mr. Goldman also serves on the Boards of Directors of the McClung Lighting Research Foundation and the National Association of Manufacturers.

BARRY R. GOLDMAN Senior Vice President and General Counsel



						Ms. Mills, age 63, is the Senior Vice President and Chief Human Resources Officer of the Company, a position she has held since March 2020. In this role, Ms. Mills leads the Company’s Human Resources team overseeing all HR matters including talent development and acquisition, succession planning, associate engagement and listening, associate relations, labor relations, total rewards, and driving culture and transformation to support the Company’s future growth. She has over 30 years of senior HR leadership experience at global retail, technology, and financial services companies. Before joining the Company, Ms. Mills served as Principal at Mills Consulting from November 2017 to February 2020, Senior Vice President, People Officer at Walmart eCommerce from August 2014 to January 2017, Senior Vice President and Chief Human Resources Officer of PayPal from February 2009 to July 2014, and in various business and human resources roles of increasing responsibility at Bank of America from September 1999 to January 2009.

DIANNE S. MILLS Senior Vice President and Chief Human Resources Officer


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Executive Compensation

ITEM 4:

ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

The Board is asking you to approve, on an advisory basis, the compensation of our NEOs. The Board believes that our compensation policies and practices continue to be effective in achieving our goals of paying for financial and operating performance and aligning the interests of our NEOs with the interests of our stockholders. As required by Section 14A of the Exchange Act and the related rules of the SEC, stockholders have the opportunity to vote, on an advisory basis, to approve the compensation of our NEOs. This vote is often referred to as “Say on Pay.” Stockholders are being asked to vote on the following resolution:

“Resolved, that the stockholders approve, on an advisory basis, the compensation of the NEOs as disclosed in the compensation discussion and analysis, the accompanying compensation tables, and the related narrative disclosures in this Proxy Statement.”

As described in detail in this Proxy Statement under Compensation Discussion and Analysis, our compensation programs are designed to:

§consistently recognize and reward superior performers, measured by achievement of results and demonstration of desired behaviors;

§attract and retain executives by providing a competitive reward and recognition program that drives our success;

§provide rewards to executives who create value for stockholders;

§align the interest of executives with those of stockholders;

§encourage executives to achieve ambitious goals while mitigating unnecessary or excessive risk taking; and

§provide a framework for the fair and consistent administration of pay policies.

We have continued to engage with stockholders to seek feedback on improvements that we should consider to enhance our executive compensation program with a goal to further improve our Say on Pay vote results. We believe that our comprehensive executive compensation program, which focuses on performance-based compensation, aligns with long-term stockholder interests by creating long-term stockholder value.

We have continued to evaluate our compensation processes and programs based on feedback received during stockholder engagement in 2021, 2022 and 2023, the strong Say on Pay vote results at the annual meeting held in January 2023, and our review of market trends, best practices and competitive alignment. We have no additional changes to our program designs for fiscal 2024. We will continue to review and implement best practices when appropriate for our Company. See Executive Compensation Strategy for additional information.

Stockholders are encouraged to read the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosures contained in this Proxy Statement to see how our continuous enhancements impacted our executive compensation program during fiscal 2023.

Although this annual vote is non-binding, the Compensation and Management Development Committee will take into account the outcome of the vote when considering future executive compensation decisions. The frequency of our Say on Pay advisory vote was determined to be held annually by a vote of our stockholders that occurred at our annual meeting held in January 2018 and Item 5 includes our request that stockholders vote on an advisory basis on the frequency of future Say on Pay advisory votes.

The Board recommends that you vote FOR the approval of executive compensation.


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EXECUTIVE COMPENSATION

ITEM 5:

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION

The Board is asking you to approve, on an advisory basis, how often we should include a Say on Pay vote in our proxy materials for future annual meetings of stockholders or any special stockholder meeting for which we must evaluate executive compensation information in the proxy statement for that meeting. As required by Section 14A of the Exchange Act and the related rules of the SEC, stockholders have the opportunity to vote, on an advisory basis, on the frequency of the Say on Pay vote ("Say on Frequency") at least once every six years. We held our most recent Say on Frequency vote in January 2018, when the Board recommended, and 88% of votes were cast, in favor of holding the Say on Pay vote every year. We have provided a Say on Pay vote annually since January 2012.

Under this Item 5, stockholders may vote on whether future advisory votes on Say on Pay should occur every one year, every two years, or every three years.

Our Board and Compensation and Management Development Committee continue to believe that Say on Pay advisory votes should be conducted each year so that stockholders may continue to provide timely, direct input on our executive compensation program. This is also consistent with our efforts to engage in an ongoing dialogue with stockholders on executive compensation and corporate governance matters.

Although the Say on Frequency vote is non-binding, the Board and Compensation and Management Development Committee will review the results of the vote. Consistent with our record of stockholder responsiveness, the Board and Compensation and Management Development Committee will consider stockholders' views and take them into account in determining the frequency of future advisory votes on executive compensation.

We expect the next Say on Frequency vote will occur at our 2030 annual meeting of stockholders.

The Board recommends that you vote to hold future advisory votes on executive compensation every ONE YEAR.


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EXECUTIVE COMPENSATION

Message from the Compensation and Management Development Committee

Dear Stockholders:

The Compensation and Management Development Committee members are responsible for oversight of the design and implementation of a comprehensive competitive compensation program that aligns the interests of our executive management team with those of our stockholders and other stakeholders. This past year, we appointed Maya Leibman as the new Chair of the Committee following the retirement of Dominic Pileggi, and welcomed to the Committee James H. Hance, Jr., our independent Lead Director who previously served on the Audit Committee.

Our compensation philosophy is to align pay to performance. Our fiscal 2023 executive compensation program, as described in Compensation and Discussion and Analysis, is structured to closely align management’s performance and its execution against the Company’s long-term strategic goals and value creation for our stockholders. The objective is to achieve a comprehensive executive compensation program that balances base salary, short-term incentives, long-term incentives, and retirement benefits.

We are pleased with fiscal 2023 performance, including strong financial performance, effective capital allocation, and progression of our strategies in both ABL and ISG. Under Neil Ashe’s strategic leadership, he and his management team executed against their goals to deliver these Company results. Details of the key performance achievements for each NEO can be found under Key Achievements of our NEOs.

The Compensation and Management Development Committee is committed to having ongoing outreach to obtain feedback from our stockholders to further explore potential improvements to our compensation strategies and program. We appreciate the stockholder support we received during our fiscal 2023 outreach discussions regarding the changes we made to our executive compensation program. We are pleased to report that our Say on Pay vote at our annual meeting in January 2023 demonstrated strong support from stockholders, with 95% of votes cast in favor, significantly higher than in 2022 and 2021 (69% and 33% of votes cast in favor, respectively). The Compensation and Management Development Committee saw an opportunity to improve, and did improve, our compensation program further through our continued outreach, with those changes detailed under Stockholder Feedback and Responsiveness. As a result of the support we received for our proposed changes, we implemented the following for fiscal 2023:

§the addition of an rTSR metric to our PSUs for NEOs; and

§continued emphasis on performance-based compensation, with an increase in weighting of PSUs for NEOs from 50% to 60%, other than the CEO who continues to have 75% weighting of PSUs.

We will continue to be responsive to our stockholders and appreciate the insights that they share during each of our engagements. We take all feedback seriously as we seek to maintain a highly performance-based compensation program that drives long-term value creation.

Our Senior Vice President and Chief Human Resources Officer, Dianne Mills, regularly reviews and evolves our talent management processes to drive business outcomes. These reviews include succession planning for the executive leadership team, direct reports, and other critical roles throughout the business. We believe that the active management of our associates’ development and our increased focus on DEI are significant advantages in attracting and retaining the best talent that will enable the Company's continued success.

The Compensation and Management Development Committee remains committed to the ongoing evaluation and improvement of our executive compensation program. We look forward to future dialogue with stockholders and encourage you to reach out with any questions or concerns you may have related to our programs.

COMPENSATION AND MANAGEMENT
DEVELOPMENT COMMITTEE

Maya Leibman, Chair

Marcia J. Avedon, Ph.D.

W. Patrick Battle

James H. Hance, Jr.

Mark J. Sachleben


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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section of the Proxy Statement describes the material elements of the fiscal 2023 executive compensation program for our NEOs as shown in the Fiscal 2023 Summary Compensation Table.

For fiscal 2023, our NEOs are:


Neil M. Ashe	Karen J. Holcom	Barry R. Goldman	Dianne S. Mills
Chairman, President and CEO	Senior Vice President and Chief Financial Officer	Senior Vice President and General Counsel	Senior Vice President and Chief Human Resources Officer

Included in our Compensation Discussion and Analysis are:

§details of stockholder feedback and engagement and our response to stockholder concerns;

§a business overview including a summary of fiscal 2023 financial performance;

§a review of our compensation decisions and actions;

§a detailed description of our executive compensation program design and philosophy and each element of compensation provided; and

§a description of the process and key factors the Compensation and Management Development Committee considered in determining fiscal 2023 compensation for the NEOs.

Stockholder Feedback and Responsiveness

Stockholder Engagement

Ongoing engagement and dialogue with our stockholders are important to the Company. We have adopted a robust and active year-round engagement philosophy that includes outreach for various purposes, including soliciting feedback in advance of filing this Proxy Statement. Our outreach efforts, led by the Board with input from the Compensation and Management Development Committee, sought feedback on governance priorities, compensation programs, and environmental and social issues. During this past year, we specifically sought additional feedback on the Company's compensation and benefit programs for our NEOs. We encouraged stockholders to speak with a member of the Board or a representative of the Compensation and Management Development Committee and accommodated requests for such conversations when made. In our most recent pre-proxy season engagement cycle:

We contacted

We held approximately

of our top stockholders

meetings with stockholders

representing approximately

73%

of our outstanding common stock

25%

of our outstanding common stock

Consideration of and Response to Say on Pay Voting Result

At our annual meeting held in January 2023, our Say on Pay proposal received 95% support, which was a significant increase from the 69% and 33% support we received in the annual meetings held in 2022 and 2021, respectively.


	Annual Meeting Held in:
	2016		2017		2018		2019		2020		2021		2022		2023
Historic Say on Pay Support	96	%	94	%	94	%	53	%	33	%	33	%	69	%	95	%

At Acuity Brands, the core of our executive compensation philosophy continues to be "pay aligned to performance." We are pleased that our compensation program design changes received strong support from our stockholders at our annual meeting held in January 2023. Following our ongoing outreach and having received support for our proposed changes, the Compensation and Management Development Committee made the following changes to our fiscal 2023 program:


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EXECUTIVE COMPENSATION


Fiscal 2023 Design Changes

Addition of an rTSR metric in LTI Program for all NEOs						§For the CEO, 75% of the LTI Program award was in the form of PSUs, with 50% based on ROIC in excess of WACC, and 25% based on rTSR. §For other NEOs, 60% of the LTI Program award was in the form of PSUs, with 40% based on ROIC in excess of WACC, and 20% based on rTSR.


Increased weighting of PSUs in LTI Program for non-CEO NEOs to further align with CEO and stockholders						§The CEO continues to have 75% of the LTI Program that is performance-based, which was increased in fiscal 2022. §Other NEOs now have 60% of the LTIP Program that is performance-based, an increase from 50% in fiscal 2022.

Following our Say on Pay vote results at our annual meeting held in January 2023, we continued to engage with stockholders to better understand any current areas of concern and review incentive design changes for fiscal 2023. After reviewing market trends, determining that our plans are driving the intended performance results and are aligned to our strategy, evaluating our Say on Pay vote results, and receiving supportive feedback from stockholders regarding the compensation design changes we made in fiscal 2022 and fiscal 2023, our Compensation and Management Development Committee determined to maintain the fiscal 2023 compensation design for fiscal 2024.

Response to Other Stockholder Feedback

In addition to the changes made in our compensation program, we also continued to review and make appropriate governance changes in fiscal 2023 that are in line with our values and good governance trends. Our continued outreach reinforces our commitment to our stockholders to seek their feedback or support for our proposed changes. Our fiscal 2023 changes included:

§continued to refresh the committees of the Board by rotating Directors onto new committees in fiscal 2023 year, which allowed for new perspectives to be shared and expertise to be provided;

§continued focus on executing our DEI strategy and initiatives that included (i) forming two new ERGs, a Veterans ERG and a Mind Matters ERG, (ii) leveraging our Listening Strategies with our ERGs to help inform strategic business decisions around Total Rewards programs, (iii) refining human resources processes with DEI goals and opportunities in mind, and (iv) providing increased DEI programming and resource materials to best support the diverse communities within the Company; and

§continued focus on ESG priorities and strategies as highlighted in our most recent EarthLIGHT report available at www.acuitybrands.com.*


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EXECUTIVE COMPENSATION

Business Overview

Acuity Brands is a market-leading industrial technology company. We use technology to solve problems in spaces, light, and more things to come. Through our two business segments, ABL and 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 solutions, 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. 

Fiscal 2023 Performance

2023 Financial Highlights

We achieved the following:


Fiscal Year Ended August 31 ($ millions, except diluted earnings per share)	GAAP	Non-GAAP(1)
Net Sales


Diluted Earnings Per Share / Adjusted Diluted Earnings Per Share


Net Cash Flow From Operating Activities (GAAP) / Free Cash Flow (Non-GAAP)


Adjusted ROIC

In fiscal 2023, we delivered adjusted ROIC of 17.1%, well above our estimated WACC of 10.5%.


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