ACUITY INC. (DE) 10-Q

Item 5. Other Information Creation of a Direct Financial Obligation On June 30, 2022, Acuity Brands, Inc. (the “Company”) entered into a new credit agreement and revolving credit facility (the “New Revolving Credit Facility”) with a syndicate of banks that replaced the existing revolving credit facility set to expire in June 2023 (“Revolving Credit Facility”). The New Revolving Credit Facility, among other things, (i) increases borrowing capacity by $200 million to $600 million with the ability to request additional capacity of $400 million; (ii) extends the maturity date from June 2023 to June 2027; (iii) replaces the benchmark reference rate for U.S. Dollar borrowings from the London Inter-Bank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) and for non-U.S. Dollar borrowings to the applicable benchmark rate for those currencies; (iv) reduces pricing for borrowings as well as annual facility and administration fees; (v) adjusts applicable margin pricing grid mechanics to be based on the better of the Company's public credit ratings or the Company's leverage ratio; (vi) increases the Maximum Leverage Ratio financial covenant to basis points to 3.75 (subject to temporary increase to 4.25 in the event of a significant acquisition) and allows netting of all unrestricted cash and cash equivalents against debt; and (vii) removes the Minimum Interest Expense Coverage Ratio financial covenant. 29 Table of Contents The foregoing summary of the New Revolving Credit Facility and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the text of the New Revolving Credit Facility, which is filed herewith as Exhibit 10.1 to this Quarterly Report on Form 10-Q, which is incorporated herein by reference. Separate from the relationship related to the New Revolving Credit Facility, certain lenders thereunder have engaged in, or may in the future engage in, transactions with, and perform services for, the Company and/or its subsidiaries in the ordinary course of business. Declaration of Dividend On June 29, 2022, the Board of Directors (the “Board”) declared a quarterly dividend of $0.13 per share. The dividend is payable on August 1, 2022 to stockholders of record on July 15, 2022. Item 6. Exhibits Exhibits are listed on the Index to Exhibits . 30 Table of Contents INDEX TO EXHIBITS 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. (b) Certificate of Amendment of Restated Certification of Incorporation 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. (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. (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, 2020, which is incorporated herein by reference. (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, 2020, which is incorporated herein by reference. EXHIBIT 10 (1) Five-Year Credit Agreement dated June 30, 2022. Filed with the Commission as part of this Form 10-Q. EXHIBIT 22 List of Guarantors and Subsidiary Issuers of Guaranteed Securities. Reference is made to Exhibit 22 of registrant's Form 10-K as filed with the Commission on October 27, 2021, which is incorporated herein by reference. 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-Q. (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-Q. 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-Q. (b) Certification of the Chief Financial 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-Q. 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-Q. .CAL XBRL Taxonomy Extension Calculation Linkbase Document. Filed with the Commission as part of this Form 10-Q. .DEF XBRL Taxonomy Extension Definition Linkbase Document. Filed with the Commission as part of this Form 10-Q. .LAB XBRL Taxonomy Extension Label Linkbase Document. Filed with the Commission as part of this Form 10-Q. .PRE XBRL Taxonomy Extension Presentation Linkbase Document. Filed with the Commission as part of this Form 10-Q. EXHIBIT 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Filed with the Commission as part of this Form 10-Q 31 Table of Contents 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. ACUITY BRANDS, INC. Date: June 30, 2022 By: /S/ NEIL M. ASHE NEIL M. ASHE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER Date: June 30, 2022 By: /S/ KAREN J. HOLCOM KAREN J. HOLCOM SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER (Principal Financial and Accounting Officer) 32