Acuity Inc. (De) (AYI) January 2026 Annual General Meeting Transcript

Good afternoon, and welcome to the Acuity, Inc. 2026 Annual Stockholders Meeting. Stockholders may ask a question by entering in the designated box on the screen, and may vote their shares by clicking on the green Vote Here button on the screen. If shares have been previously voted, there is no need to vote during the meeting. Today's meeting is being recorded. If you have any objections, you may leave the meeting at this time. Now I'd like to introduce Mr. Neil Ash.

Thank you, operator, and welcome, stockholders and guests. Thank you for attending Acuity's 2026 Annual Meeting of Stockholders. I'm Neil Ash, Chairman, President, and CEO of Acuity. I'm joined today by Karen Holcomb, our Senior Vice President and Chief Financial Officer, Barry Goldman, our Senior Vice President and General Counsel, and Shanda Kirchner, our Vice President and Corporate Secretary. The following Director nominees are present. Marsha Avedon, Pat Battle, Michael Bender, Doug Dillard, Maya Liebman, Laura O'Shaughnessy, and Mark Sacklevin. Also participating in the meeting are representatives of Ernst & Young, our independent auditor, who will be available during the question and answer session after the meeting, and Janice Castillo, a representative of Broadridge Financial Solutions, who is serving as the inspector of election. Broadridge is also tabulating the votes for this meeting. This afternoon, we will first provide a brief company update and review our performance. We will then move to the business portion of the meeting, during which we will review and close voting on the three proposals in our proxy statement. We will then receive the preliminary voting results for each of the three proposals before adjourning the meeting and taking your questions. I want to begin by thanking our associates for their contributions to Acuity. I'd like to thank our board of directors for their engagement and oversight, and I would like to thank you, our shareholders, for your continued support. Acuity, Inc. is a leading industrial technology company comprised of Acuity Brands Lighting, which is the best performing lighting and lighting controls company in the world, and Acuity Intelligence Spaces, which is a dynamic and growing building management and full-stack AV business. We have transformed the company from principally a luminaire's business to a data and control and luminaire's business and positioned ourselves well for long-term growth. Fiscal 2025 was an important year for us. We renamed our company Acuity Inc., reflecting our evolution and aligning to our strategy of using technology, solve problems, and create impactful experiences that shape how people live, work, and connect. We continue to make our Acuity Brands Lighting business more predictable, repeatable, and scalable. We realigned the business into luminaires and electronics and delivered improved financial performance. ABL is a high-quality strategic asset and a core pillar of our company. In Acuity Intelligence spaces, we acquired an integrated QSC. We have scaled AIS into a larger part of our overall company. In Acuity Brands Lighting, we are focused on product vitality, elevating service levels, using technology to improve and differentiate both our products and how we operate the business, and driving productivity. Our growth algorithm is clear. We will enter new verticals, we will take share, and we will grow with the market. In Acuity Intelligence Spaces, we are making spaces smarter, safer, and greener. We have unique and disruptive technologies that are driving productivity for people experiencing spaces and for the people who are providing those spaces. Atreus and DysTech control the management of the space, and QSC manages the experiences in the space. Over time, we will use data from both to enhance productivity outcomes through data interoperability. Taken together, this is how we can make spaces autonomous. us. In fiscal 2025, we continued to allocate capital effectively. We invested for growth in our existing businesses and completed our largest acquisition to date. Since the QSC acquisition closed, we have repaid over half of the term loan associated with its financing. We have rewarded our shareholders with increased dividends, and we have been opportunistic in repurchasing more of our outstanding shares. At Acuity, we are doing things differently. Our values are at the core of who we are, guiding how we serve our customers, associates, and communities. Each of our associates understands how we create value. We grow net sales, we turn profits into cash, and we don't grow the balance sheet as fast. And we are empowered by our better, smarter, faster operating system to work in a structured and consistent way. The combination of these things allows us to operate more productively with greater distribution of responsibility and accountability throughout the company. It is how we were able to react aggressively to changes in the macro environment this year and how we are able to quickly and successfully integrate QSC. Acuity is positioned for long-term growth. We are innovators, disruptors, and builders who are creating stakeholder value and compounding shareholder wealth. Again, thank you for your support in the business portion of the meeting the annual meeting of stockholders will now come to order as a reminder if you are a stockholder and wish to ask a question about a proposal or any other matter you may do so by submitting it in the ask a question box we will address questions as time allows during the session for any questions we may not have time to answer we will respond to each question on an individual basis after the meeting as appropriate this annual meeting of stockholders is held pursuant to the bylaws of the company and written notice to all stockholders. I will act as chair of the meeting and Shanda Kirshner will act as secretary of the meeting. Shanda, please proceed.

Thank you, Neil. The board of directors has appointed Janice Castillo of Broadridge to serve as the independent inspector of elections. She's provided her oath of office to me for filing with the minutes of this meeting. We have an affidavit distribution from Broadridge Financial Solutions certifying that notice of this meeting and notice of internet availability of proxy material have been provided to stockholders of record beginning on December 11, 2025. I also have copies of the proxy statement and annual report, which include financial statements certified by Ernst & Young. Copies of the proxy statement and annual report were sent or made available to each stockholder entitled to vote, and electronic copies are available on the website during this meeting. The notice of meeting and affidavit of distribution will be filed with the minutes of the meeting. The Inspector of Election has confirmed that a quorum is present. I will now turn the meeting back to Neil.

The business portion of the meeting is called to order and the polls are now open for voting on all matters.

All Acuity stockholders entitled to vote at this meeting can do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website. Remember that if you have already voted by proxy, it is not necessary to vote again. After voting is completed on all matters on the agenda, we will close the polls and provide preliminary voting results.

The first item of business is to consider and vote upon the election of directors.

The board has nominated nine directors to serve for a one year term expiring at the annual meeting to be held in 2027 or until a successor is elected or qualified. The nominees are Neil Ash, Marsha Abaddon, Pat Battle, Michael Bender, Doug Dillard, Jim Hance, Maya Liebman, Laura O'Shaughnessy, and Mark Sackleban. Information concerning the nominee's principal occupations, skills, and qualifications, service as acuity board members and other matters that may be of interest are included in the proxy statement no other nominations were received prior to the deadline established in the company's bylaws and no additional nominations may be made at this meeting i declare the nominations are closed the board recommends a vote for each director nominee second item of business is to consider and vote upon the ratification of the appointment of the company's independent registered public accounting firm Ernst & Young for the fiscal year ending August 31st, 2026.

The board recommends a vote for this proposal.

The third item of business is to consider and vote upon an advisory basis named executive officer compensation as disclosed in the proxy statement.

The board recommends a vote for this proposal. That concludes presentation of each item of business. The polls are about to close. If you have not yet voted, please do so now. Polls have each been provided the opportunity to vote, and the polls are now closed.

Shanda will now read the preliminary vote report.

Thank you, Neil. Based on the preliminary results provided to me by the Inspector of Election, each director nominee has been duly elected as the director of the company. Each director will serve until the next annual stockholders meeting or until a successor is elected or qualified. The proposal to ratify the appointment of the company's independent registered public accounting firm, Ernst & Young LLP, for fiscal year 2026 has been approved. The proposal to approve on an advisory basis, our named executive officer compensation, has been approved. We will report the details of the final voting results for all of these proposals on a Form 8K expected to be filed at the SEC within four business days.

Thank you, Shanda. The business portion of the meeting is concluded and is now adjourned. We will now take general questions about the company and its business. We may rephrase a question when necessary for comprehension. Where there are multiple questions on the same topic, we will select a representative question to answer. If we don't get to all of the questions today, we will respond to each question on an individual basis after the meeting as appropriate.

Neal, we have one question today. What was the most important thing that happened this year?

Thank you very much for the question. I believe that fiscal year 2025 will prove to be a turning point in our transformation from a lighting and lighting controls company to an industrial control company. With the acquisition of QSC and the general growth of our AIS business, we now have a thriving second business that is growing and changing outcomes in spaces. At the same time, our lighting business continued to be the best-performing lighting company in the world in the face of significant market challenges and policy upheaval. I'm really pleased with how we operated this year, and I'm excited about the foundation that builds for fiscal 2026 and beyond. Thank you for that question.

Thank you, Neil. We have no other questions at this time.

Ladies and gentlemen, thank you for participating in today's meeting, and thank you for your continued commitment and investment in ACUITY.

This concludes today's call. You may now disconnect.