UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________
FORM 8-K
_____________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 4, 2019 (August 31, 2019)
Commission file number 001-16583.
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ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
_____________________________________________
Delaware | 58-2632672 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
1170 Peachtree Street, N.E., Suite 2300, Atlanta, Georgia (Address of principal executive offices) | 30309-7676 (Zip Code) | |
(404) 853-1400
(Registrant’s telephone number, including area code)
None
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of each exchange on which registered | ||
Common stock, $0.01 par value per share | AYI | New York Stock Exchange | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 4, 2019, Acuity Brands, Inc. (“the Company”) announced certain management changes.
The Company announced that effective September 1, 2019, Richard K. Reece, age 63, was appointed President of Acuity Brands, Inc. He was formerly Executive Vice President and Chief Financial Officer of the Company, positions he held since September 2006. Mr. Reece assumes responsibility for the commercial operations of the Company. There were no changes to Mr. Reece’s compensation made as a result of this appointment to President. Mr. Reece’s compensation for the most recent fiscal year is described in the Proxy Statement. No family relationships exist between Mr. Reece and any of the Company’s directors or other executive officers. There are no arrangements between Mr. Reece and any other person pursuant to which Mr. Reece was selected as an officer, nor are there any transactions to which the Company is or was a participant and in which Mr. Reece has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
In addition, the Company also announced that Karen J. Holcom, age 50, was promoted to Senior Vice President and Chief Financial Officer, effective as of September 1, 2019. She has been with the Company for 21 years and has held various positions during her tenure, including controller and interim CFO. Ms. Holcom most recently served as Senior Vice President - Finance, a position she held since September 2006. No changes to Ms. Holcom’s compensation were made as a result of the promotion. In addition, Ms. Holcom will participate in the usual compensation and benefit programs available to an officer of the Company, all as described in the Company’s proxy statement for its 2019 annual meeting of shareholders filed with the Securities and Exchange Commission on November 19, 2018 (the “Proxy Statement”). No family relationships exist between Ms. Holcom and any of the Company’s directors or other executive officers. There are no arrangements between Ms. Holcom and any other person pursuant to which Ms. Holcom was selected as an officer, nor are there any transactions to which the Company is or was a participant and in which Ms. Holcom has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
Lastly, the Company announced that Laurent J. Vernerey stepped down from his position as Executive Vice President and President of Acuity Technology Group effective August 31, 2019. Going forward, he will serve in the newly created position of Strategic Business Development Executive. Mr. Vernerey’s new position will entail fewer responsibilities and a reduced time commitment, which he requested in order to devote more time to his family.
A copy of the Company’s News Release is attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated by reference here.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits |
99.1 | Press Release dated September 4, 2019 | |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: September 4, 2019
ACUITY BRANDS, INC. | ||
By: | /s/ Vernon J. Nagel | |
Vernon J. Nagel | ||
Chairman and Chief Executive Officer | ||
EXHIBIT INDEX | ||
99.1 | (Filed with the Commission as part of this Form 8-K). | |
Press Release Exhibit 99.1 | ||
ACUITY BRANDS ANNOUNCES MANAGEMENT CHANGES
• | Richard K. Reece named President |
• | Karen J. Holcom named Chief Financial Officer |
• | Laurent J. Vernerey named Strategic Business Development Executive |
ATLANTA, September 4, 2019 - Acuity Brands, Inc. (NYSE: AYI; “Company”) today announced that Richard K. Reece was appointed President of the Company effective September 1, 2019. He was formerly Executive Vice President and Chief Financial Officer of Acuity Brands, Inc. Mr. Reece assumes responsibility for the commercial operations of the Company, including all product creation activities.
Also, effective September 1, 2019, Karen J. Holcom was promoted to Senior Vice President and Chief Financial Officer of Acuity Brands, Inc. She has been with the Company for 21 years and has held various positions during her tenure, including controller and interim CFO. Ms. Holcom most recently served as Senior Vice President leading the areas of Finance and Associate Engagement. Ms. Holcom is a Certified Public Accountant with a bachelor’s degree in accounting from Clemson University and a master’s degree from Georgia State University’s Executive M.B.A. program.
Effective August 31, 2019, Laurent J. Vernerey stepped down from his position as Executive Vice President of Acuity Brands, Inc. and President of Acuity Technology Group. Going forward, he will serve in the newly created position of Strategic Business Development Executive. Mr. Vernerey’s new position will entail fewer responsibilities and a reduced time commitment, which he requested in order to devote more time to his family.
Vernon J. Nagel, Acuity Brands’ Chairman and CEO, commented, “I am excited to announce the promotions of Ricky and Karen who continue to leverage their leadership capabilities, enthusiasm, dedication, and desire to improve our great company. Additionally, I am pleased that we will continue to benefit from Laurent’s extensive experience and global business acumen in his new role as Strategic Business Development Executive. I believe that these management changes will allow Karen, Ricky, and Laurent to continue to play key roles in the future success of the Company.”
About Acuity Brands
Acuity Brands, Inc. (NYSE: AYI) is the North American market leader and one of the world’s leading providers of lighting and building management solutions. With fiscal year 2018 net sales of $3.7 billion, Acuity Brands currently employs approximately 12,000 associates and is headquartered in Atlanta, Georgia with operations throughout North America, and in Europe and Asia. The Company’s products and solutions are sold under various brands, including Lithonia Lighting®, Holophane®, Aculux®, American Electric Lighting®, Antique
Press Release Exhibit 99.1 | ||
Street Lamps™, Atrius™, DGLogik™, Distech Controls®, DTL®, eldoLED®, Gotham®, Healthcare Lighting®, Hydrel®, Indy™, IOTA®, Juno®, Lucid®, Mark Architectural Lighting™, nLight®, Peerless®, RELOC® Wiring, ROAM®, Sensor Switch®, Sunoptics® and Winona® Lighting. Visit us at www.acuitybrands.com.
Company Contact:
Dan Smith
Acuity Brands, Inc.
(404) 853-1423