Acuity Inc. (De) PRE 14A, filed Nov 16, 2020

Acuity Inc. (De) (AYI)

PRE 14A 2020-11-16 For: 2020-08-31

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VERNON J. NAGEL	NEIL M. ASHE	JAMES H. HANCE, JR.
Executive Chairman of the Board	President and Chief Executive Officer	Lead Director


Voting Item		Board Recommendation
1	Elect ten directors		FOR each director nominee
2	Ratify the appointment of our independent registered public accounting firm for fiscal 2021		FOR
3	Approve the amendment of Company's Certificate of Incorporation to remove supermajority amendment provisions (Item 3(a)) and director removal provisions (Item 3(b))		FOR
4	Approve the amendment of Company's Certificate of Incorporation to allow Bylaw amendment granting stockholders the right to call a special meeting		FOR
5	Advisory vote to approve named executive officer compensation		FOR


By order of the Board of Directors,

JILL A. GILMER Vice President, Corporate Secretary						Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 6, 2021. The proxy statement and annual report are available at www.proxyvote.com

November 27, 2020


			Pages
PROXY STATEMENT SUMMARY			1

CORPORATE GOVERNANCE AT ACUITY BRANDS			1 0
Item 1—Election of Directors			1 0
Board Composition			11
Board and Committees			18
Board Responsibilities			2 2
Governance Policies and Procedures			23
Compensation of Directors			24

AUDIT COMMITTEE MATTERS			27
Item 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm			27
Selection and Engagement of the Independent Registered Public Accounting Firm			27
Audit Fees and Other Fees			27
Preapproval Policies and Procedures			28
Report of the Audit Committee			28

A MENDMENT S TO AMENDED AND RESTATED CERTIFICATE O F INCORPORATION			3 0
Item 3 —A pproval of A mendment of Company's Certificate of Incorporation to Remove Supermajority Amendment Provisions (Item 3(a)) and Director Removal Provisions (Item 3(b))			3 0
Item 4 —Approval of A mendment of Company's Certificate of Incorporation to A llow Bylaw Amendment G ranting Stockhold ers the Right to Call a S pecial M eeting			3 3

EXECUTIVE OFFICERS			3 5

EXECUTIVE COMPENSATION			37
Item 5 —Advisory Vote to Approve Named Executive Officer Compensatio n			37
Message from the Compensation and Management Development Committee			38
Compensation Discussion and Analysis			39
2020 Executive Compensation			44
Report of the Compensation Committee			59
Executive Compensation Tables			60
CEO Pay Ratio			76

STOCK OWNERSHIP			78
Equity Compensation Plans			78
Beneficial Ownership of the Company’s Securities			79
Certain Relationships and Related Party Transactions			8 0
Delinquent Section 16(a) Reports			8 0

QUESTIONS RELATING TO THIS PROXY STATEMENT			8 1

OTHER MATTERS			8 5

NEXT ANNUAL MEETING—STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			8 5

APPENDIX A			8 7

APPENDIX B			89

APPENDIX C			9 1


Areas of Director Skills and Experience (out of ten Director Nominees)			Description of Skill or Experience
			Experience as a principal financial officer, principal accounting officer, controller, public accountant or auditor, or experience actively supervising such person(s)
			Knowledge of finance or financial reporting; experience with debt/capital market transactions and/or mergers and acquisitions
			Understanding of public company operating responsibilities and with issues commonly faced by public companies
			Experience in the Company's businesses and industries, including electrical equipment and components, and building products
			Significant leadership experience, including serving as a CEO, senior executive, division president or functional leader within a complex organization
			Experience in branding strategy and customer relations
			Experience in operations in many different places and under varied conditions
			Experience in strategic planning in a large multinational organization
			Experience in digital transformation of a business


2016	2017	2018	2019	2020 - 2021




Approved Charter Amendment to declassify the Board Approved By-Law Amendment to provide for Proxy Access Revised our Corporate Governance Guidelines to reduce over-boarding	Stockholders approved Charter Amendment to declassify the Board Revised our Corporate Governance Guidelines to fix retirement age for directors at 75, except in unique or extenuating circumstances Amended Code of Conduct and Business Ethics to prohibit discrimination on the basis of sexual orientation, gender identity and gender expression	Amended Code of Conduct and Business Ethics to prohibit child labor Launched website dedicated to reporting on the Company's efforts with respect to ESG matters	Completed declassification of our Board Adopted a Board Diversity Policy Amended Governance Committee Charter to provide for ESG oversight Approved changes to executive compensation program	New independent Lead Director New Chair of the Compensation and Management Development Committee New Chair of the Audit Committee Subject to Stockholder Approval, amended the Company's Bylaws and Certificate of Incorporation to eliminate supermajority voting provisions and permit stockholders to call a special meeting


• majority voting for directors in uncontested elections • strong independent Lead Director • Board oversight of risk management • annual, robust board and committee self-evaluation process • executive and director stock ownership guidelines and retention requirements			• prohibitions on hedging and pledging of our common stock • clawback policy for incentive compensation paid to current and former executive officers and their direct reports • no stockholder rights plan or “poison pill” • proxy access by-laws



Our Impact on the Planet	Our Community and Our People	Integrity Drives Our Success
• Delivered products and solutions that help our customers reduce their energy consumption (reduced by 13.3B kWh in fiscal 2020) • Drove efficient use of resources in our products, packaging and transportation (down 32M lbs. CO2 in fiscal 2020) • Measured and minimized our Scope 1 and Scope 2 carbon footprint (down by 6.5M lbs. CO2 in fiscal 2020)	• Ensured that our associates and communities are healthy and safe throughout the pandemic • Provided a forum to listen and share ideas to improve diversity and inclusion through our workplace empowerment groups • Measured our environmental, health and safety management systems, and use the information to make improvements	• Our Code of Ethics and Business Conduct and related policies ensure we do business the right way • We expect our business partners to reflect our values and commitment to doing business the right way •We made significant governance changes in fiscal 2020 as highlighted below


Commitment to Design Changes for Fiscal 2021
Eliminate overlapping performance metrics			No overlap in metrics used for the annual and long-term incentive plan by eliminating ROIC from annual plan.
Limit payout maximum to 200%			Limit maximum payout to 200% of target for both annual and long-term incentive plans.
Remove single trigger equity vesting			Commit to double-trigger equity vesting in the new Omnibus Plan that we expect to submit to stockholders in either fiscal 2021 or fiscal 2022.
Close and grandfather the Supplemental Executive Retirement Plan (SERP)			No new participants will be allowed in the plan and current participants are grandfathered under current benefits, without any potential for future enhancements. There will be four active participants in the SERP after this Annual Meeting.
Discontinue retirement vesting in equity plan			Discontinue the practice of vesting for participants who are age 60 with 10 years of service beginning with the October 2020 awards.
No excise tax gross-ups			Commit to no excise tax gross-ups in severance or change in control agreements.
Enhance stock ownership guidelines			Increase CEO stock ownership multiple to 6x salary to demonstrate our commitment to ensuring alignment with stockholders.


Fiscal 2020 Stock Option Awards to CEO
Description (1)	Grant Date	Number of Options	Exercise Price	10-Day Consecutive Price Hurdle	Estimated Grant Date Value	Current Stock Price at 8/31/2020	Realizable Value
1A - Traditional Options (2)	1/31/2020	200,000	$117.87	—	7,176,000	$109.29	$ —
2A - Premium-Priced Options (3)	1/31/2020	200,000	127.87	—	6,510,000	109.29	—
3A - High-Hurdle Options (4)	1/31/2020	100,000	117.87	$225.00	4,473,500	109.29	—
Total		500,000			18,159,500		$ —

(1) Mr. Ashe's stock option award agreement contains a double trigger change in control provision such that in the event of a change in control awards are only accelerated upon a terminating event.
(2) Tranche 1A stock options have an exercise price equal to the fair market value of our common stock on the grant date.
(3) Tranche 2A stock options have an exercise price that was $10.00 higher than the fair market value of our common stock on the grant date.
(4) Tranche 3A stock options are not exercisable until the Company's stock price exceeds $225 per share for 10 consecutive trading days and have an exercise price that was equal to the fair market value of our common stock on the grant date.


Summary Compensation Table			SEC mandated disclosure reflecting compensation awarded in the reporting year, as well as value estimates for other types of compensation. Base salary, bonuses, cash incentives, and change in pension value reflect amounts earned relative to year of service. Long-term awards reflect grant-date fair value of stock options.
Realizable Compensation			Used to measure the impact of performance reflecting compensation earned, including base salary, bonuses, cash incentives earned, and change in pension value consistent with Summary Compensation Table data. Long-term incentives reflect the change in spread value on stock options and growth in other equity awards.


($ millions, except diluted earnings per share)
Fiscal Year Ended August 31	2020			2019			2018
Net sales	$	3,326.3		$	3,672.7		$	3,680.1
Operating profit	$	353.9		$	462.9		$	460.8
Operating profit margin	10.6		%	12.6		%	12.5		%
Diluted earnings per share	$	6.27		$	8.29		$	8.52
Net cash provided by operating activities	$	504.8		$	494.7		$	351.5
Adjusted free cash flow (1)	$	455.5		$	441.7		$	307.9
Return on stockholders' equity (1)	12.2		%	18.2		%	20.9		%
Adjusted return on invested capital (1)	13.6		%	18.0		%	18.0		%


Item 1 Election of Directors
All of our directors will be elected for a one-year term. 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 twelve and consists of the following members: Neil M. Ashe, W. Patrick Battle, Peter C. Browning, G. Douglas Dillard, Jr., James H. Hance, Jr., Maya Leibman, Robert F. McCullough, Vernon J. Nagel, Laura G. O'Shaughnessy, Dominic J. Pileggi, Ray M. Robinson and Mary A. Winston. As previously announced, Messrs. McCullough and Nagel will not be standing for re-election. All remaining directors have been nominated for re-election at this Annual Meeting after being recommended by the members of the Governance Committee. The Board intends to reduce the size of the Board from twelve to ten immediately prior to this Annual Meeting. If elected, each of the nominees will hold office for a one-year term expiring at the next annual meeting or until his/her 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 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 Messrs. Browning and Hance, ages 79 and 76, respectively, who have been nominated for election at this Annual Meeting. The additional one-year term for Messrs. Browning and Hance will allow for an orderly transition of our Board of Directors as part of our ongoing board review and refreshment process and for the Company to continue to benefit from their valuable 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. The following is 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.
			The Board of Directors recommends that you vote FOR each of the Director Nominees.



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



2			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 of each candidate, including, but not limited to, the candidate’s experience, judgment, diversity, and skills in areas including, but not limited to, marketing, innovation, manufacturing, cyber security, software, electronic and distribution technologies, international operations, and accounting or financial management.



3			Final candidates are interviewed by multiple Governance Committee members as well as the Chair of the Board and the Lead Director.



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


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



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 age, gender, ethnicity, race, national origin, and 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 Investors then Corporate—Corporate Governance.



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 an outside director from serving on more than four public company boards (including our Board) at one time.



New for 2021: The Board has revised the Corporate Governance Guidelines to prohibit a director from serving on more than four public company boards (including our Board) at one time.



Chair's Responsibilities In fiscal 2020, our Executive Chairman, Mr. Nagel, also held the positions of President and Chief Executive Officer until Mr. Ashe was appointed President and Chief Executive Officer in January 2020. At that time, Mr. Nagel became our Executive Chairman. Our Corporate Governance Guidelines provide that whenever the Chair of the Board is a member of management, there will be a Lead Director. Some of the responsibilities of the Chair include: • 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 his extensive knowledge of the Company and the industry in which it operates.			Lead Director’s Responsibilities Our Lead Director is an independent director appointed each year by the independent members of the Board after the annual meeting of stockholders. Mr. Browning served as our Lead Director until March 2020 at which time the Board appointed Mr. Hance to serve as Lead Director. The Lead Director’s responsibilities, as set forth 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 Chair of the Board; • 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; and • Developing the agenda for and chairing executive sessions and acting as liaison between the independent directors and the Board Chair on matters raised in such sessions. In addition, the Lead Director is entitled to request material and receive notice of and attend all Board committee meetings. 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, all directors serving on each of the Audit, Compensation, and Governance Committees are independent directors. Each of these committees is led by a committee chair that 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.			Director Independence


AUDIT COMMITTEE
Fiscal 2019 Committee Members	Rotated In / New Director: Ray M Robinson (Mar 2020) Laura G. O'Shaughnessy (Jun 2020)	Fiscal 2020 Committee Members
Dominic Pileggi (Chair) James. H. Hance, Jr, Robert F. McCullough Mary A. Winston		Mary A. Winston (Chair) James. H. Hance, Jr, Robert F. McCullough Laura G. O'Shaughnessy Ray M. Robinson
	Rotated Out: Dominic Pileggi (Mar 2020)

Meetings in FY 2020: 5	Attendance: 97%	Report: p a ge 31


COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
Fiscal 2019 Committee Members	Rotated In / New Director: Dominic Pileggi (Mar 2020) Maya Leibman (Mar 2020)	Fiscal 2020 Committee Members
Ray M. Robinson (Chair) W. Patrick Battle Peter C. Browning G. Douglas Dillard, Jr. Julia B. North		Dominic Pileggi (Chair) W. Patrick Battle Peter C. Browning G. Douglas Dillard, Jr. Maya Leibman
	Rotated Out / Retired: Julia B. North (Jan 2020) Ray M. Robinson (Mar 2020)

Meetings in FY 2020: 6	Attendance: 100%	Report: page 62


GOVERNANCE COMMITTEE
James H. Hance, Jr. (Chair) W. Patrick Battle Peter C. Browning G. Douglas Dillard, Jr. James H. Hance, Jr. Maya Leibman Robert F. McCullough Dominic J. Pileggi Ray M. Robinson Mary A. Winston	Meetings in FY 2020: 4	Attendance: 100%


EXECUTIVE COMMITTEE

Vernon J. Nagel (Chair) Neil M. Ashe James H. Hance, Jr. Dominic J. Pileggi Mary A. Winston			Meetings in FY 2020: 0


1	2	3	4	5
All members of the Board complete a detailed confidential questionnaire on the performance of the full Board and each of the standing committees	Outside counsel collects and analyzes the data and prepares a written report summarizing the responses	The Governance Committee discusses the report with the full Board	Matters requiring follow-up are addressed by the Chair of the Governance Committee and the Chair of the Board	Each standing committee conducts its own self-evaluation, and each Committee Chair reports the performance evaluation results to the Board


Description									Since Fiscal 2019
Annual Fees
Cash Portion (1)									$80,000
Non-Cash Portion (2)									$145,000
Total Annual Fees									$225,000

Governance Committee Chair (3)									$25,000
Audit Committee Chair (3)									$20,000
Compensation and Management Development Committee Chair (3)									$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


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(1)	Total ($)(2)
W. Patrick Battle	$80,000	$145,000	$225,000
Peter C. Browning	94,583	145,000	239,583
G. Douglas Dillard, Jr.	80,000	145,000	225,000
James H. Hance, Jr.	90,417	145,000	235,417
Maya Leibman (3)	46,667	104,675	151,342
Robert F. McCullough	80,000	145,000	225,000
Julia B. North (3)	40,000	72,500	112,500
Laura G. O'Shaughnessy (3)	—	61,545	61,545
Dominic J. Pileggi	97,917	145,000	242,917
Ray M. Robinson	88,750	145,000	233,750
Mary A. Winston	88,333	145,000	233,333


	Paid as Vested Stock Grants		Paid as Deferred Stock Units		Restricted Stock Award
Name	$	#	$	#	$	#
W. Patrick Battle	—	—	145,000	1,366	—	—
Peter C. Browning	—	—	145,000	1,366	—	—
G. Douglas Dillard, Jr.	—	—	145,000	1,366	—	—
James H. Hance, Jr.	145,000	1,367	—	—	—	—
Maya Leibman	—	—	84,583	919	20,092	169
Robert F. McCullough	145,000	1,367	—	—	—	—
Julia B. North	72,500	588	—	—	—	—
Laura G. O'Shaughnessy	—	—	41,576	411	19,969	230
Dominic J. Pileggi	—	—	145,000	1,366	—	—
Ray M. Robinson	145,000	1,367	—	—	—	—
Mary A. Winston	108,750	1,080	36,250	286	—	—


Item 2 Ratification of the Appointment of the Independent Registered Public Accounting Firm
At the 2020 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, 2021. EY has performed this function for us since 2002. One or more representatives of EY are expected to be present at the 2020 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 2020 and fiscal 2019 is set out 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 2021.
			The Board of Directors recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.


Fees Billed:	2020		2019
Audit Fees	$	2,050,000	$	2,514,000
Tax Fees	81,000		108,000
Total	2,131,000		2,622,000


Item 3 Amendment of Company's Certificate of Incorporation to Remove Supermajority Voting Amendment Provisions (Item 3(a)) and Director Removal Provisions (Item 3(b))
The Board is asking you to approve amendments to our Amended and Restated Certificate of Incorporation (as amended prior the date hereof, the "Certificate") to eliminate supermajority voting provisions from the Certificate and to replace such provisions with a majority voting standard. As discussed in Background of the Proposed Supermajority Voting Provision Amendments, the Certificate currently requires an 80% vote for stockholders to amend certain of the Company's governance documents and to remove directors from office. Due to the differing nature of the provisions affected, this matter is presented as two separate voting items, Item 3(a) and Item 3(b), as described in Description of the Proposed Supermajority Voting Amendments. Approval of either Item 3(a) or Item 3(b) is not conditioned upon approval of the other. The Board is proposing these amendments after a review of our corporate governance principles. We recognize that supermajority voting requirements are intended to protect against self-interested action on the part of large stockholders by requiring broad stockholder support of certain types of governance changes. In this regard, the proposed amendments may make it easier for one or more stockholders to remove directors or effect other corporate governance changes in the future. Nevertheless, the Board recognizes that many of our stockholders and others may view supermajority voting provisions as a method to limit the Board's accountability to stockholders or be a way to limit stockholder participation in the corporate governance of the Company. After seeking and carefully weighing input from our stockholders, the Board determined that the proposed amendments are in the best interests of the stockholders and approved the proposed amendments to the Certificate, subject to stockholder approval at this Annual Meeting. The full text of the proposed amendments to the Certificate are attached as Appe ndix B to this Proxy Statement.
			The Board of Directors recommends that you vote FOR the approval of the proposal to amend our Amended and Restated Certificate of Incorporation to eliminate supermajority voting provisions relating to amendments to the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws (Item 3(a)), and removal of directors (Item 3(b)).


Item 4 Amendment of Company's Certificate of Incorporation Relating to Allow Bylaw Amendment Granting Stockholders Right to Call a Special Meeting
The Board is asking you to approve amendments to our Certificate to allow stockholders holding 20% or more of our our outstanding common stock the ability to call a special meeting. As discussed in Background of the Proposed Special Meeting Amendments, the Certificate currently states that special meetings of stockholders may only be called by the Board (see Article V of the Certificate). Approval of this amendment to the Certificate proposes to modify this provision of the Certificate by stating that special meetings may be called by a stockholder if provided for in our Bylaws. See Description of the Proposed Special Meeting Amendments. Approval and implementation of this Item 4 would permit stockholders to call a special meeting on the terms contemplated in the Bylaws. The Board is proposing these amendments after a review of our corporate governance principles. The Board believes stockholders should be permitted to request special meetings. In reviewing this matter, the Board must consider the disruption that special meetings may cause to the Company's business operations, as well as the substantial costs they entail. Specifically, the Board considered the substantial expense involved in organizing and preparing for a special meeting and the significant attention that would be required by our management team which would divert their focus from performing their primary functions of overseeing and operating our business in the best interests of all stockholders. The Board believes the proposal, as set forth, strikes the appropriate balance between enhancing the rights of all stockholders and preventing the disruption and waste of corporate assets that would arise if the required ownership threshold were set so low that owners of a small minority of shares could call a special meeting to consider a matter of littler or no interest to, and which may not be in the vest interests of, the Company's other stockholders. After seeing and carefully weighing stockholder input, the Board determined that the proposed amendments are in the best interests of the stockholders and approved the proposed amendments to the Certificate, subject to stockholder approval. The full text of the proposed amendments to the Certificate relating to stockholders' ability to call a special meeting are attached as Appendix C to this Proxy Statement.
			The Board of Directors recommends that you vote FOR the approval of the proposal to amend our Amended and Restated Certificate of Incorporation to allow amendments to the Amended and Restated Bylaws granting stockholders holding 20% or more of our outstanding common stock the ability to call a special meeting of stockholders.


Richard K. Reece

						• Executive Vice President of the Company since September 2006; President of Acuity Brands Lighting, Inc. since September 2019; Chief Financial Officer from December 2005 to September 2019; and Senior Vice President from December 2005 to September 2006 • Vice President, Finance and Chief Financial Officer of Belden, Inc. (“Belden”) from April 2002 to November 2005 • President of Belden’s Communications Division from June 1999 to April 2002 • Vice-President Finance, Treasurer and Chief Financial Officer of Belden from August 1993 to June 1999 • Certified Public Accountant (inactive) • Serves on the Atlanta Police Foundation, on the Board of the National Association of Manufacturers, and on the Board of Governors of the National Electrical Manufacturers Association
Executive Vice President; President of Acuity Brands Lighting, Inc. Age: 64


Karen J. Holcom

						• Senior Vice President and Chief Financial Officer of the Company since September 2019 • Senior Vice President, Finance and Associate Engagement of Acuity Brands Lighting, Inc. (ABL) from January 2019 to September 2019 • Senior Vice President, Finance of ABL from 2006 to December 2018 • Vice President and Controller of the Company from 2004 to 2006 • Vice President, Financial Services of the Company from 2001 to 2004 • Prior to joining Acuity Brands, she served in various roles in accounting, reporting and financial planning at National Service Industries, Inc. from 1998 to 2001 • Certified Public Accountant • Serves on the Georgia Chamber of Commerce
Senior Vice President and Chief Financial Officer Age: 51


Barry R. Goldman

						• Senior Vice President and General Counsel of the Company since January 2015 • Senior Vice President and General Counsel of ABL from January 2007 to January 2015 • Vice President and Associate Counsel of ABL from April 2003 to January 2007 • Associate Counsel of the Company from August 2001 to April 2003 • Prior to joining Acuity Brands, he served as Associate Counsel of National Service Industries, Inc. from August 1997 to August 2001 • Serves on the Board of the Southface Institute and on the Board of The McClung Lighting Research Foundation
Senior Vice President and General Counsel Age: 54


Dianne S. Mills

						• Senior Vice President and Chief Human Resources Officer of the Company since March 2020 • Principal, 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 • She served in various business and human resources roles of increasing responsibility at Bank of America from September 1999 to January 2009
Senior Vice President and Chief Human Resources Officer Age: 60


Item 5 Advisory Vote to Approve Named Executive Officer Compensation
The Board is asking you to approve, on an advisory basis, the compensation of our named executive officers. The Board believes that our compensation policies and practices are effective in achieving our goals of paying for financial and operating performance and aligning the interests of our named executive officers with the interests of our stockholders. As required by Section 14A of the Exchange Act, stockholders have the opportunity to vote, on an advisory basis, to approve the compensation of our named executive officers. 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 named executive officers as disclosed in the compensation discussion and analysis, the accompanying compensation tables, and the related narrative disclosure in this proxy statement.” As described in detail in this proxy statement under Compensation Discussion and Analysis, our compensation programs are designed to: • 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; • Consistently recognize and reward superior performers, measured by achievement of results and demonstration of desired behaviors; • 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 were disappointed that our 2019 "say on pay" vote received only 33% support – well below support in prior years and what we consider acceptable. We engaged with stockholders again to seek feedback on other changes we could make to our executive compensation program. We believe that our comprehensive executive compensation program, with its balance of base salary, annual cash incentive awards, equity incentive awards and retirement benefits, rewards sustained performance and aligns with long-term stockholder interests and our “pay for performance” culture. We actively solicited and carefully considered feedback from stockholders about our compensation programs. Based on feedback from stockholders, we made significant governance changes during fiscal 2020 that will shape our compensation processes going forward, including recruiting and appointing a new Chief Executive Officer, recruiting and appointing a new Chief Human Resources Officer, appointing a new Chair of the Compensation and Management Development Committee, appointing a new independent Lead Director of our Board, appointing two new independent directors to our Board, and hiring a new independent compensation consultant. We have committed to a compensation strategy going forward, see Executive Compensation Strategy. 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 we further enhanced our executive compensation programs for fiscal 2020 and for fiscal 2021. Although this annual vote is non-binding, the Compensation 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 by a vote of our stockholders that occurred at our Annual Meeting held in January 2018.
			The Board of Directors recommends that you vote FOR the approval of named executive officer compensation.


	2014		2015		2016		2017		2018		2019
Historic "say on pay" support	98	%	96	%	94	%	94	%	53	%	33	%