What changed in this filing

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Item 9A. Controls and Procedures

2021-10-27 compared with 2020-10-23 · 92 added, 120 removed, 378 unchanged (36% of the section changed)

9 unchanged sentences

Because of these limitations, misstatements due to error or fraud may occur and may not be detected.

During the year ended August 31, 2020 , we completed our acquisitions of The Luminaires Group (“TLG”) and LocusLabs, Inc (“LocusLabs”).

During the year ended August 31, 2021, we completed our acquisitions of Rockpile Ventures and ams OSRAM's North American Digital Systems business (“OSRAM DS”), collectively the (“2021 Acquisitions”).

SEC guidance permits management to omit an assessment of an acquired business' internal control over financial reporting from management's assessment of internal control over financial reporting for a period not to exceed one year from the date of the acquisition.

Accordingly, management has not assessed TLG's or LocusLabs' internal control over financial reporting as of August 31, 2020 .

Accordingly, management has not assessed the 2021 Acquisitions' internal control over financial reporting as of August 31, 2021.

Excluding the acquisitions, there have been no changes in our internal control over financial reporting that occurred during our most recent completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We began integrating TLG and LocusLabs into our existing control procedures from their respective dates of acquisition.

We began integrating the 2021 Acquisitions into our existing control procedures from their respective dates of acquisition.

We do not anticipate the integration of the acquired companies to result in changes that would materially affect our internal control over financial reporting.

1 unchanged sentence

Other Information

Share Repurchase Authorization

In March 2018, the Board of Directors (the “Board”) authorized the repurchase of up to six million shares of our common stock.

As of August 31, 2020, 2.1 million had been purchased under this authorization.

We purchased an additional 1.7 million shares under this authorization from September 1, 2020 through October 22, 2020, leaving 2.2 million shares under the original March 2018 authorization.

On October 23, 2020, the Board authorized the repurchase of an additional 3.8 million shares of our common stock, bringing our total authorization back to six million shares.

Under the new increased share repurchase authorization, we may repurchase shares of our common stock from time to time at prevailing market prices, depending on market conditions, through open market or privately negotiated transactions.

No date has been established for the completion of the share repurchase program, and we are not obligated to repurchase any shares.

Subject to applicable corporate securities laws, repurchases may be made at such times and in such amounts as management deems appropriate.

Repurchases under the program can be discontinued at any time management feels additional repurchases are not warranted.

Board of Directors

Consistent with previously announced succession plans, Vernon J.

Nagel will not stand for reelection as a Director at the upcoming stockholders' meeting to be held on January 6, 2021 (the “Annual Meeting”);

however, he will continue to serve as Director and Chairman of the Board until such time.

Nagel will also cease to be an employee of the Company effective as of December 28, 2020.

In addition, Robert F.

McCullough will not stand for reelection as a Director at the Annual Meeting.

Directors, Executive Officers, and Corporate Governance

The information required by this item, with respect to directors and corporate governance, is included under the captions Item 1 — Election of Directors of our proxy statement for the annual meeting of stockholders to be held January 6, 2021 , to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this item, with respect to directors and corporate governance, will be included under the caption Item 1 — Election of Directors of our proxy statement for the annual meeting of stockholders to be held January 5, 2022, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this item, with respect to executive officers, will be included under the caption Executive Officers of our proxy statement for the annual meeting of stockholders to be held January 5, 2022, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this item, with respect to the code of ethics, will be included under the caption Governance Policies and Procedures and Contacting the Board of Directors of our proxy statement for the annual meeting of stockholders to be held January 6, 2021 , to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this item, with respect to delinquent filings, will be included under the caption Delinquent Section 16(a) Reports of the Company’s proxy statement for the annual meeting of stockholders to be held January 6, 2021 , to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this item, with respect to the code of ethics, will be included under the captions Governance Policies and Procedures and Contacting the Board of Directors of our proxy statement for the annual meeting of stockholders to be held January 5, 2022, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

Executive Compensation

The information required by this item will be included under the captions Compensation of Directors, Board Composition, Board and Committees, Compensation Committee Interlocks and Insider Participation, Report of the Compensation Committee, Compensation Discussion and Analysis, Fiscal 2020 Summary Compensation Table, Fiscal 2020 Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal 2020 Year-End, Option Exercises and Stock Vested in Fiscal 2020 , Pension Benefits in Fiscal 2020 , Fiscal 2020 Non-Qualified Deferred Compensation, Employment Arrangements, Potential Payments upon Termination, and Equity Compensation Plans of our proxy statement for the annual meeting of stockholders to be held January 6, 2021 , to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this item will be included under the captions Compensation of Directors, Director Information, Board and Committees, Compensation Committee Interlocks and Insider Participation, Report of the Compensation and Management Development Committee, Compensation Discussion and Analysis, Fiscal 2021 Summary Compensation Table, Fiscal 2021 Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal 2021 Year-End, Option Exercises and Stock Vested in Fiscal 2021, Pension Benefits in Fiscal 2021, CEO Pay Ratio, Fiscal 2021 Non-Qualified Deferred Compensation, Employment Arrangements, Potential Payments upon Termination, and Equity Compensation Plans of our proxy statement for the annual meeting of stockholders to be held January 5, 2022, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

3 unchanged sentences

Principal Accountant Fees and Services

The information required by this item will be included under the caption Audit Fees and Other Fees, Pre-Approval Policies and Procedures, and Report of the Audit Committee of our proxy statement for the annual meeting of stockholders to be held January 6, 2021 , to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this item will be included under the captions Audit Fees and Other Fees, Preapproval Policies and Procedures, and Report of the Audit Committee of our proxy statement for the annual meeting of stockholders to be held January 5, 2022, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

8 unchanged sentences

(2) Financial Statement Schedules:

Schedule II Valuation and Qualifying Accounts

Any of Schedules I through V not listed above have been omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto

3 unchanged sentences

INDEX TO EXHIBITS

Restated Certificate of Incorporation of Acuity Brands, Inc.

EXHIBIT 3 (a) Restated Certificate of Incorporation of Acuity Brands, Inc.

(formerly Acuity Brands Holdings, Inc.), dated as of September 26, 2007.

Reference is made to Exhibit 3.1 of registrant’s Form 8-K as filed with the Commission on September 26, 2007, which is incorporated herein by reference.

Certificate of Amendment of Acuity Brands, Inc.

(b) Certificate of Amendment of Acuity Brands, Inc.

(formerly Acuity Brands Holdings, Inc.), dated as of September 26, 2007.

Reference is made to Exhibit 3.2 of registrant’s Form 8-K as filed with the Commission on September 26, 2007, which is incorporated herein by reference.

Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 6, 2017.

(c) Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 6, 2017.

Reference is made to Exhibit 3(c) of registrant’s Form 10-Q as filed with the Commission on January 9, 2017, which is incorporated herein by reference.

Amended and Restated Bylaws of Acuity Brands, Inc., dated as of January 6, 2017.

(d) Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 7, 2021.

Reference is made to Exhibit 3(d) of registrant’s Form 10-Q as filed with the Commission on January 7, 2021, which is incorporated herein by reference.

Form of Certificate representing Acuity Brands, Inc.

(e) Amended and Restated Bylaws of Acuity Brands, Inc., dated as of January 7, 2021.

Reference is made to Exhibit 3(e) of registrant's Form 10-Q as filed with the Commission on January 7, 2021, which is incorporated herein by reference.

EXHIBIT 4 (a) Form of Certificate representing Acuity Brands, Inc.

Common Stock.

Reference is made to Exhibit 4.1 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.

Description of Securities.

(b) Description of Securities.

Filed with the Commission as part of this Form 10-K.

EXHIBIT 10(i)

Five-Year Credit Agreement dated June 29, 2018.

Bank National Association, as trustee.

Reference is made to Exhibit 4.1 of registrant's Form 8-K as filed with the Commission on November 10, 2020, which is incorporated herein by reference.

(d) First Supplemental Indenture, dated as of November 10, 2020, among Acuity Brands Lighting, Inc., Acuity Brands, Inc.

and ABL IP Holding, LLC, and U.S.

Bank National Association, as trustee.

Reference is made to Exhibit 4.2 of registrant's Form 8-K as filed with the Commission on November 10, 2020, which is incorporated herein by reference.

(e) Officer’s Certificate, dated as of November 10, 2020, pursuant to Sections 3.01 and 3.03 of the Indenture, dated November 10, 2020, setting forth the terms of the 2.150% Senior Notes due 2030.

the 2.150% Senior Notes due 2030.

Reference is made to Exhibit 4.3 of registrant's Form 8-K as filed with the Commission on November 10, 2020, which is incorporated herein by reference.

(f) Form of 2.150% Senior Notes due 2030 (included in Exhibit 4.3).

Reference is made to Exhibit 4.3 of registrant's Form 8-K as filed with the Commission on November 10, 2020, which is incorporated herein by reference.

EXHIBIT 10(i) (1) Five-Year Credit Agreement dated June 29, 2018.

Reference is made to Exhibit 10.1 of registrant’s Form 10-Q as filed with the Commission on July 3, 2018, which is incorporated herein by reference.

2 unchanged sentences

Reference is made to Exhibit 10.1 of registrant's Form 8-K as filed with the Commission on April 24, 2019, which is incorporated herein by reference.

EXHIBIT 10(iii)A

Management Contracts and Compensatory Arrangements:

EXHIBIT 10(iii)A Management Contracts and Compensatory Arrangements:

(1) Acuity Brands, Inc.

44 unchanged sentences

Reference is made to Exhibit 10(b) of the registrant's Form 10-Q as filed with the Commission on July 2, 2019, which is incorporated herein by reference.

(14) First Amendment to the Acuity Brands, Inc.

2005 Supplemental Deferred Savings Plan

Filed with the Commission as part of this Form 10-K.

(15) Acuity Brands, Inc.

39 unchanged sentences

Reference is made to Exhibit 10(c) of the registrant's Form 10-Q as filed with the Commission on July 2, 2019, which is incorporated herein by reference.

(28) Amendment No.

1 to Acuity Brands, Inc.

2002 Supplemental Executive Retirement Plan.

Reference is made to Exhibit 10(a) of registrant's Form 10-Q as filed with the Commission on January 7, 2020, which is incorporated herein by reference.

(29) Unforeseeable Emergency Distribution Amendment to the Acuity Brands, Inc.

46 unchanged sentences

Reference is made to Exhibit 10.3 of registrant’s Form 8-K as filed with the Commission on January 9, 2020, which is incorporated herein by reference.

Form of Severance Agreement

(43) Form of Severance Agreement between Acuity Brands, Inc.

Reference is made to Exhibit 10.4 of registrant’s Form 8-K as filed with the Commission on January 9, 2020, which is incorporated herein by reference.

Form of Change in Control Agreement

(44) Form of Change in Control Agreement between Acuity Brands, Inc.

Reference is made to Exhibit 10.5 of registrant’s Form 8-K as filed with the Commission on January 9, 2020, which is incorporated herein by reference.

65 unchanged sentences

Reference is made to Exhibit 10(iii)A(53) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.

(61) Amendment No.

3 to Acuity Brands Lighting, Inc.

Severance Agreement between Acuity Brands Lighting, Inc.

Reference is made to Exhibit 10(a) of registrant's Form 10-Q as filed with the Commission on January 7, 2020, which is incorporated herein by reference.

(62) Change in Control Agreement, entered into as of March 28, 2018, by and between Acuity Brands, Inc.

16 unchanged sentences

Reference is made to Exhibit 10 (j) of registrant’s Form 10-Q as filed with the Commission on April 8, 2009, which is incorporated herein by reference.

Employment Letter dated July 27, 2006 between Acuity Brands, Inc.

Reference is made to Exhibit 10 (f) of registrant’s Form 10-Q as filed with the Commission on April 8, 2009, which is incorporated herein by reference.

Severance Agreement dated November 19, 2008, by and between Acuity Brands Lighting, Inc.

Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on January 9, 2015.

Amendment No.

1 to Acuity Brands, Inc.

Amended and Restated Severance Agreement between Acuity Brands, Inc.

Reference is made to Exhibit 10(iii)A(79) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.

Amendment No.

2 to Acuity Brands, Inc.

Amended and Restated Severance Agreement between Acuity Brands, Inc.

Reference is made to Exhibit 10 (d) of registrant’s Form 10-Q as filed with the Commission on March 31, 2010, which is incorporated herein by reference.

Amendment No.

3 to Acuity Brands, Inc.

Amended and Restated Severance Agreement between Acuity Brands, Inc.

Reference is made to Exhibit 10(iii)A(3) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.

Amendment No.

4 to Acuity Brands, Inc.

Amended and Restated Severance Agreement between Acuity Brands, Inc.

Reference is made to Exhibit 10(iii)A(58) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.

Amendment No.

5 to Acuity Brands, Inc.

Amended and Restated Severance Agreement between Acuity Brands, Inc.

Reference is made to Exhibit 10(iii)A(57) of the registrant's Form 10-K as filed with the Commission on October 27, 2015, which is incorporated herein by reference.

Amendment No.

6 to Acuity Brands, Inc.

Amended and Restated Severance Agreement between Acuity Brands, Inc.

Reference is made to Exhibit 10(iii)A(59) of the registrant's Form 10-K as filed with the Commission on October 27, 2016, which is incorporated herein by reference.

General Release Agreement between Acuity Brands, Inc.

Black dated May 24, 2018 .

Reference is made to Exhibit 10(iii)A(58) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.

(69) Amended and Restated Change in Control Agreement.

Reference is made to Exhibit 10(iii)A(2) of the registrant's Form 10-Q as filed with the Commission on January 9, 2015.

Amended and Restated Change in Control Agreement.

Reference is made to Exhibit 10(iii)A(84) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.

16 unchanged sentences

(74) Change in Control Agreement dated March 28, 2018, by and between Acuity Brands, Inc.

Filed with the Commission as part of this Form 10-K.

Reference is made to Exhibit 10(iii)A(81) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.

(75) Amendment No.

1 unchanged sentence

Change in Control Agreement between Acuity Brands, Inc.

Filed with the Commission as part of this Form 10-K.

Reference is made to Exhibit 10(iii)A(82) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.

(76) Severance Agreement dated March 28, 2020, by and between Acuity Brands, Inc.

Filed with the Commission as part of this Form 10-K.

Reference is made to Exhibit 10(iii)A(83) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.

(77) Amendment No.

1 unchanged sentence

Severance Agreement between Acuity Brands, Inc.

Filed with the Commission as part of this Form 10-K.

Reference is made to Exhibit 10(iii)A(84) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.

(78) Amendment No.

1 unchanged sentence

Severance Agreement between Acuity Brands, Inc.

Filed with the Commission as part of this Form 10-K.

Reference is made to Exhibit 10(iii)A(85) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.

(79) Amendment No.

1 unchanged sentence

Severance Agreement between Acuity Brands, Inc.

Reference is made to Exhibit 10(iii)A(86) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.

(80) Amendment No.

4 to Acuity Brands, Inc.

Severance Agreement between Acuity Brands, Inc.

Filed with the Commission as part of this Form 10-K.

1 unchanged sentence

and Dianne S.

Filed with the Commission as part of this Form 10-K.

Reference is made to Exhibit 10(iii)A(87) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.

(82) Severance Agreement dated March 2, 2020, by and between Acuity Brands, Inc.

and Dianne S.

Reference is made to Exhibit 10(iii)A(88) of the registrant’s Form 10-K as filed with the Commission on October 23, 2020, which is incorporated herein by reference.

(83) Amendment No.

1 to Acuity Brands, Inc.

Severance Agreement between Acuity Brands, Inc.

and Dianne S.

Filed with the Commission as part of this Form 10-K.

43 unchanged sentences

(102) Acuity Brands, Inc.

Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Performance Unit Notification and Award Agreement.

Reference is made to Exhibit 10(c) of registrant's Form 10-Q as filed with the Commission on January 7, 2020, which is incorporated herein by reference.

(103) Acuity Brands, Inc.

Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Restricted Stock Unit Notification and Award Agreement.

Reference is made to Exhibit 10(iii)A(94) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.

List of Subsidiaries.

(104) Acuity Brands, Inc.

Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Restricted Stock Unit Notification and Award Agreement.

Reference is made to Exhibit 10(d) of registrant's Form 10-Q as filed with the Commission on January 7, 2020, which is incorporated herein by reference.

EXHIBIT 21 List of Subsidiaries.

Filed with the Commission as part of this Form 10-K.

List of Guarantors and Subsidiary Issuers of Guaranteed Securities.

EXHIBIT 22 List of Guarantors and Subsidiary Issuers of Guaranteed Securities.

Filed with the Commission as part of this Form 10-K.

Consent of Independent Registered Public Accounting Firm.

EXHIBIT 23 Consent of Independent Registered Public Accounting Firm.

Filed with the Commission as part of this Form 10-K.

Powers of Attorney.

EXHIBIT 24 Powers of Attorney.

Filed with the Commission as part of this Form 10-K.

Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

EXHIBIT 31 (a) Certification of the Chief Executive Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed with the Commission as part of this Form 10-K.

Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(b) Certification of the Chief Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed with the Commission as part of this Form 10-K.

Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C.

EXHIBIT 32 (a) Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed with the Commission as part of this Form 10-K.

Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C.

(b) Certification of the Chief Executive Officer of the Company pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Filed with the Commission as part of this Form 10-K.

XBRL Instance Document

The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

XBRL Taxonomy Extension Schema Document.

EXHIBIT 101 .INS XBRL Instance Document The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

.SCH XBRL Taxonomy Extension Schema Document.

Filed with the Commission as part of this Form 10-K.

XBRL Taxonomy Extension Calculation Linkbase Document.

.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

Filed with the Commission as part of this Form 10-K.

XBRL Taxonomy Extension Definition Linkbase Document.

.DEF XBRL Taxonomy Extension Definition Linkbase Document.

Filed with the Commission as part of this Form 10-K.

XBRL Taxonomy Extension Label Linkbase Document.

.LAB XBRL Taxonomy Extension Label Linkbase Document.

Filed with the Commission as part of this Form 10-K.

XBRL Taxonomy Extension Presentation Linkbase Document.

.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

Filed with the Commission as part of this Form 10-K.

2 unchanged sentences

ACUITY BRANDS, INC.

October 23, 2020

President and Chief Executive Officer

October 27, 2021 By:

Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

President and Chief Executive Officer

October 23, 2020

Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

October 23, 2020

Signature Title Date

ASHE Chairman, President and Chief Executive Officer October 27, 2021

HOLCOM Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) October 27, 2021

* Director October 27, 2021

Patrick Battle

October 23, 2020

* Director October 27, 2021

Douglas Dillard, Jr.

October 23, 2020

Director/ Executive Chairman

October 23, 2020

* Director October 27, 2021

O'Shaughnessy

October 23, 2020

Attorney-in-Fact

October 23, 2020

Acuity Brands, Inc.

Valuation and Qualifying Accounts

For the Years Ended August 31, 2020 , 2019 , and 2018

(In millions)

Additions and Reductions Charged to

Inventory reserves:

Year Ended August 31, 2020

Year Ended August 31, 2019

Year Ended August 31, 2018

* Director October 27, 2021

HOLCOM Attorney-in-Fact October 27, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures