UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 14, 2022
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(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS. Employer Identification Number) | ||||||||||||
(Address of principal executive offices)
(404 ) 853-1400
(Registrant’s telephone number, including area code)
None
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 14, 2022, Acuity Brands, Inc. (the “Company”) received notices from each of Dominic J. Pileggi and Ray M. Robinson that each wished to retire from the Company's Board of Directors, effective as of January 25, 2023, and therefore, would not stand for reelection as directors at the Company's next Annual Meeting of Stockholders to be held on January 25, 2023 (the “Annual Meeting”). Messrs. Pileggi and Robinson will continue to serve on the Company’s Board of Directors until the expiration of their respective current terms as directors at the Annual Meeting. Their respective decisions not to stand for reelection at the upcoming Annual Meeting was not the result of any disagreement with the Company, or any of its affiliates, related to the Company's operations, policies, or practices.
On November 17, 2022, the Company issued a press release announcing the upcoming retirement of Messrs. Pileggi and Robinson. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | ||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |||||||
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 18, 2022
| ACUITY BRANDS, INC. | ||||||||
| By: | /s/ Karen J. Holcom | |||||||
| Karen J. Holcom | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
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| Press Release Exhibit 99.1 | ||||||||
Acuity Brands Announces Upcoming Retirement of Dominic J. Pileggi and Ray M. Robinson from the Board of Directors
Atlanta, November 17, 2022 (GLOBE NEWSWIRE) -- The Board of Directors (the “Board”) of Acuity Brands, Inc. (NYSE: AYI) (the “Company”) announced today the retirement of Dominic J. Pileggi and Ray M. Robinson from the Board at the end of their current terms, effective January 25, 2023. As a result, Mr. Pileggi and Mr. Robinson will not stand for reelection at the Company’s upcoming 2023 Annual Meeting.
“On behalf of the Board, I want to thank Dominic and Ray for their outstanding leadership, distinguished service, and valuable counsel. Their guidance has helped shape the strategy and success of our Company,” said Neil M. Ashe, Chairman, President, and Chief Executive Officer, of Acuity Brands. “We are grateful for their expertise and contributions on our Board throughout their respective tenures. We wish them the very best following their retirement.”
Mr. Pileggi joined the Company’s Board in September 2012. During his tenure, he has served on each of the Board's committees, most recently as the Chair of the Compensation and Management Development Committee and a member of the Governance Committee. He served as Chair of the Audit Committee from January 2018 to March 2020.
Mr. Robinson joined the Company’s founding Board in December 2001. During his tenure, he served on each of the Board's committees, most recently as a member of the Audit Committee and Governance Committee. He served as Chair of the Compensation and Management Development Committee from December 2001 to March 2020.
About Acuity Brands
Acuity Brands, Inc. (NYSE: AYI) is a market-leading industrial technology company. We use technology to solve problems in spaces and light, and more things to come. Through our two business segments, Acuity Brands Lighting and Lighting Controls (ABL) and the Intelligent Spaces Group (ISG), we design, manufacture, and bring to market products and services that make a valuable difference in people’s lives.
We achieve growth through the development of innovative new products and services, including lighting, lighting controls, building management systems, and location-aware applications. We achieve customer-focused efficiencies that allow us to increase market share and deliver superior returns. We look to aggressively deploy capital to grow the business and to enter attractive new verticals.
Acuity Brands, Inc. is based in Atlanta, Georgia, with operations across North America, Europe, and Asia. The Company is powered by more than 13,000 dedicated and talented associates. Visit us at www.acuitybrands.com.
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Investor Contact:
Charlotte McLaughlin
Vice President, Investor Relations
(404) 853-1456
investorrelations@acuitybrands.com
Media Contact:
Candace Steele Flippin
Chief Communications Officer
candace@acuitybrands.com