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Item 9A. Controls and Procedures

2022-10-26 compared with 2021-10-27 · 28 added, 139 removed, 331 unchanged (34% 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, 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 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 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.

Management’s annual report on our internal control over financial reporting and the independent registered public accounting firm’s attestation report are included in our 2022 Financial Statements in Item 8 of this Annual Report on Form 10-K, under the headings, Management’s Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm as it relates to Internal Control Over Financial Reporting, respectively, and are incorporated herein by reference.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) that occurred during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting

Other Information.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Directors, Executive Officers, and Corporate Governance.

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 directors and corporate governance, will be included under the caption Item 1 — Election of Directors and Director Information of our proxy statement for the annual meeting of stockholders to be held January 25, 2023, 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 25, 2023, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

1 unchanged sentence

Executive Compensation.

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.

The information required by this item will be included under the captions Director Information, Board and Committees ( including Compensation Committee Interlocks and Insider Participation), Compensation of Directors, Compensation Discussion and Analysis, Report of the Compensation and Management Development Committee, Fiscal 2022 Summary Compensation Table, Fiscal 2022 Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal 2022 Year-End, Option Exercises and Stock Vested in Fiscal 2022, Pension Benefits in Fiscal 2022, Fiscal 2022 Non-Qualified Deferred Compensation, Employment Arrangements, Potential Payments upon Termination, CEO Pay Ratio, and Equity Compensation Plans of our proxy statement for the annual meeting of stockholders to be held January 25, 2023, 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.

The information required by this item will be included under the captions Beneficial Ownership of the Company’s Securities 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.

The information required by this item will be included under the captions Equity Compensation Plans and Beneficial Ownership of the Company’s Securities of our proxy statement for the annual meeting of stockholders to be held January 25, 2023, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item will be included under the caption Certain Relationships and Related Party Transactions 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 will be included under the captions Certain Relationships and Related Party Transactions, Director Information, and Board and Committees of our proxy statement for the annual meeting of stockholders to be held January 25, 2023, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

Principal Accountant Fees and Services.

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.

The information required by this item concerning our principal accountant 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 25, 2023, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

29 unchanged sentences

(b) Description of Securities.

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

Reference is made to Exhibit 4(b) of registrant’s Form 10-K as filed with the Commission on October 27, 2021, which is incorporated herein by reference.

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EXHIBIT 10(i) (1) Five-Year Credit Agreement dated June 30, 2022.

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) Amendment No.

1 dated as of April 22, 2019 to Five-Year Credit Agreement dated June 29, 2018.

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.

Reference is made to Exhibit 10.1 of registrant’s Form 10-Q as filed with the Commission on June 30, 2022, which is incorporated herein by reference.

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

(1) Acuity Brands, Inc.

2001 Nonemployee Directors’ Stock Option Plan.

Reference is made to Exhibit 10.6 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.

(2) Amendment No.

1 to Acuity Brands, Inc.

2001 Nonemployee Directors’ Stock Option Plan, dated December 20, 2001.

Reference is made to Exhibit 10(iii)A(3) of registrant’s Form 10-Q as filed with the Commission on January 14, 2002, which is incorporated herein by reference.

(3) Amendment No.

1 to Stock Option Agreement for Nonemployee Director dated October 25, 2006.

Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on October 27, 2006, which is incorporated herein by reference.

(4) Amendment No.

2 to Acuity Brands, Inc.

2001 Non-employee Directors’ Stock Option Plan.

Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on January 4, 2007, which is incorporated herein by reference.

(5) Amendment No.

3 to Acuity Brands, Inc.

2001 Nonemployee Directors’ Stock Option Plans.

Reference is made to Exhibit 10(iii)A(3) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.

(6) Acuity Brands, Inc.

Supplemental Deferred Savings Plan.

20 unchanged sentences

Reference is made to Exhibit 10(iii)A(6) of registrant’s Form 10-Q as filed with the Commission on July 10, 2007, which is incorporated herein by reference.

(12) Amended and Restated Acuity Brands, Inc., 2005 Supplemental Deferred Savings Plan, effective as of January 1, 2010.

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

(7) Amended and Restated Acuity Brands, Inc.

2 unchanged sentences

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

2005 Supplemental Deferred Savings Plan

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

2005 Supplemental Deferred Savings Plan, effective as of October 25, 2021

Reference is made to Exhibit 10(iii)A(14) of the registrant’s Form 10-K as filed with the Commission on October 27, 2021, which is incorporated herein by reference.

(9) Acuity Brands, Inc.

3 unchanged sentences

2 to Acuity Brands, Inc.

Nonemployee Director Deferred Compensation Plan.

Nonemployee Director Deferred Compensation Plan dated October 24, 2008.

Reference is made to Exhibit 10(iii)A(86) of the registrant’s Form 10-K as filed with the Commission on October 27, 2008, which is incorporated herein by reference.

(11) Amended and Restated Acuity Brands, Inc.

2011 Nonemployee Director Deferred Compensation Plan, effective as of December 1, 2012.

Reference is made to Exhibit 10(iii)A(68) of the registrant's Form 10-K as filed with the Commission on October 26, 2012, which is incorporated herein by reference.

2011 Nonemployee Director Deferred Compensation Plan, Effective as of January 5, 2022.

Reference is made to Exhibit 10(iii)c of the registrant's Form 10-Q as filed with the Commission on January 7, 2022, which is incorporated herein by reference.

(12) Acuity Brands, Inc.

Compensation for Non-Employee Directors.

Reference is made to Exhibit 10(c) of the registrant's Form 10-Q as filed with the Commission on January 9, 2019, which is incorporated herein by reference.

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

(13) Acuity Brands, Inc.

18 unchanged sentences

Reference is made to Exhibit 10.21 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.

(25) Form of Acuity Brands, Inc., Letter regarding Bonuses.

Reference is made to Exhibit 10.25 of registrant’s Form 8-K as filed with the Commission on December 14, 2001, which is incorporated herein by reference.

(19) Acuity Brands, Inc.

2002 Supplemental Executive Retirement Plan, Effective As of January 1, 2003, As Amended and Restated Effective As of June 26, 2015.

Reference is made to Exhibit 10(iii)A(1) of the registrant’s Form 10-Q as filed with the Commission on July 1, 2015, which is incorporated by reference.

(27) Acuity Brands, Inc.

2002 Supplemental Executive Retirement Plan, As Amended and Restated Effective As of July 1, 2019.

4 unchanged sentences

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.

2002 Supplemental Executive Retirement Plan dated July 12, 2018.

Reference is made to Exhibit 10(iii)A(24) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.

(21) Form of Amended and Restated Change in Control Agreement entered into as of April 21, 2006.

Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on April 27, 2006, which is incorporated herein by reference.

(31) Letter Agreement relating to Supplemental Executive Retirement Plan between Acuity Brands, Inc.

and Vernon J.

Reference is made to Exhibit 10(iii)A(4) of the registrant’s Form 10-Q as filed with the Commission on July 14, 2003, which is incorporated by reference.

(22) Employment Letter between Acuity Brands, Inc.

and Vernon J.

Nagel, dated June 29, 2004.

Reference is made to Exhibit 10(III)A(1) of the registrant’s Form 10-Q as filed with the Commission on July 6, 2004, which is incorporated by reference.

(33) Amended and Restated Severance Agreement, entered into as of January 20, 2004, by and between Acuity Brands, Inc.

and Vernon J.

Reference is made to Exhibit 10(III)A(2) of the registrant’s Form 10-Q as filed with the Commission on July 6, 2004, which is incorporated by reference.

(34) Amendment dated April 21, 2006 to the Amended and Restated Severance Agreement between Acuity Brands, Inc.

and Vernon J.

Reference is made to Exhibit 99.3 of registrant’s Form 8-K filed with the Commission on April 27, 2006, which is incorporated herein by reference.

(35) Amendment No.

2 to Acuity Brands, Inc.

Amended and Restated Severance Agreement between Acuity Brands, Inc.

and Vernon J.

Reference is made to Exhibit 10(iii)A(2) of registrant’s Form 10-Q as filed with the Commission on April 4, 2007, which is incorporated herein by reference.

(36) Amendment No.

3 to Acuity Brands, Inc.

Amended and Restated Severance Agreement, between Acuity Brands, Inc.

and Vernon J.

Reference is made to Exhibit 10(iii)A(78) of the registrant’s Form 10-K as filed with the Commission on October 30, 2009, which is incorporated herein by reference.

(37) Amendment No.

4 to Acuity Brands, Inc.

Amended and Restated Severance Agreement, between Acuity Brands, Inc.

and Vernon J.

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

(38) Amendment No.

5 to Acuity Brands, Inc.

Amended and Restated Severance Agreement between Acuity Brands, Inc.

and Vernon J.

Reference is made to Exhibit 10(a) of the registrant's Form 10-Q as filed with the Commission on April 3, 2019, which is incorporated herein by reference.

(39) Premium-Priced Nonqualified Stock Option Agreement for Executive Officers between Acuity Brands, Inc.

and Vernon J.

Reference is made to Exhibit 10(III)A(5) of the registrant’s Form 10-Q as filed with the Commission on January 6, 2005, which is incorporated by reference.

(40) Employment Letter between Acuity Brands, Inc.

Ashe, dated January 9, 2020

8 unchanged sentences

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.

(45) Form of Incentive Stock Option Agreement for Executive Officers.

Reference is made to Exhibit 10(III)A(3) of the registrant’s Form 10-Q filed with the Commission on January 6, 2005 incorporated by reference.

(46) Form of Nonqualified Stock Option Agreement for Executive Officers.

Reference is made to Exhibit 10(III)A(4) of the registrant’s Form 10-Q as filed with the Commission on January 6, 2005, which is incorporated by reference.

(27) Acuity Brands, Inc.

69 unchanged sentences

Reference is made to Exhibit 10(iii)A(55) of the registrant's Form 10-K as filed with the Commission on October 29, 2019, which is incorporated herein by reference.

(64) Form of Nonqualified Stock Option Agreement for Executive Officers.

Reference is made to Exhibit 99.1 of registrant’s Form 8-K filed with the Commission on December 2, 2005, which is incorporated herein by reference.

(65) Amended and Restated Acuity Brands, Inc.

Long-Term Incentive Plan.

Reference is made to Exhibit A of the registrant’s Proxy Statement as filed with the Commission on November 16, 2007, which is incorporated herein by reference.

(66) Acuity Brands, Inc.

Long-Term Incentive Plan Fiscal Year 2008 Plan Rules for Executive Officers.

Reference is made to Exhibit 99.1 of the registrant’s Form 8-K as filed with the Commission on January 4, 2008, which is incorporated herein by reference.

(67) Form of Nonqualified Stock Option Agreement for Key Employees effective October 24, 2008.

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

(68) Form of Nonqualified Stock Option Agreement for Executive Officers of Acuity Brands, Inc.

effective October 24, 2008.

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.

(69) 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.

(70) Employment Letter between Acuity Brands, Inc.

and Laurent J.

Vernerey dated September 6, 2017.

Reference is made to Exhibit 10(iii)A(61) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.

(71) Severance Agreement by and between Acuity Brands, Inc.

and Laurent J.

Vernerey dated January 5, 2018.

Reference is made to Exhibit 10(iii)A(62) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.

(72) Amendment No.

1 to Acuity Brands, Inc.

Severance Agreement between Acuity Brands, Inc.

and Laurent J.

Reference is made to Exhibit 10(b) of the registrant's Form 10-Q as filed with the Commission on January 9, 2019, which is incorporated herein by reference.

(73) Change in Control Agreement dated January 5, 2018 by and between Acuity Brands, Inc.

and Laurent J.

Reference is made to Exhibit 10(iii)A(63) of the registrant’s Form 10-K as filed with the Commission on October 25, 2018, which is incorporated herein by reference.

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

21 unchanged sentences

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(80) of the registrant’s Form 10-K as filed with the Commission on October 27, 2021, which is incorporated herein by reference.

(51) Change in Control Agreement dated March 2, 2020, by and between Acuity Brands, Inc.

8 unchanged sentences

and Dianne S.

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 27, 2021, which is incorporated herein by reference.

(54) Form of Indemnification Agreement.

Reference is made to Exhibit 10.1 of registrant’s Form 8-K as filed with the Commission on February 9, 2010, which is incorporated herein by reference.

(85) Acuity Brands, Inc.

2012 Omnibus Stock Incentive Compensation Plan.

Reference is made to Exhibit A of the

registrant’s Proxy Statement as filed with the Commission on November 19, 2012, which is incorporated herein by reference.

(86) Acuity Brands, Inc.

2012 Management Cash Incentive Plan.

Reference is made to Exhibit B of the

registrant’s Proxy Statement as filed with the Commission on November 19, 2012, which is incorporated herein by reference.

(87) Form of Stock Notification and Award Agreement for restricted stock, effective October 24, 2013.

Reference is made to Exhibit 10(iii)A(72) of the registrant's Form 10-K as filed with the Commission on October 29, 2013, which is incorporated herein by reference.

(55) Form of Stock Notification and Award Agreement for stock options, effective October 24, 2013.

Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 2, 2014, which is incorporated herein by reference.

(89) Form of Stock Notification and Award Agreement for restricted stock, effective October 27, 2014.

Reference is made to Exhibit 10(iii)A(65) of the registrant's Form 10-K as filed with the Commission on October 29, 2014, which is incorporated herein by reference.

(56) Form of Stock Notification and Award Agreement for stock options, effective October 27, 2014.

12 unchanged sentences

2012 Omnibus Stock Incentive Compensation Plan.

Reference is made to Annex A of the registrant’s Proxy Statement as filed with the Commission on November 21, 2017, which is incorporated herein by reference.

Reference is made to Appendix B of the registrant’s Proxy Statement as filed with the Commission on November 22, 2021, which is incorporated herein by reference.

(63) Acuity Brands, Inc.

3 unchanged sentences

Reference is made to Exhibit 10(iii)A(1) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.

(99) Form of Restricted Stock Unit Notification and Award Agreement for Non-U.S.

Reference is made to Exhibit 10(iii)A(2) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.

(65) Form of Restricted Stock Award Agreement for Directors.

Reference is made to Exhibit 10(iii)A(3) of the registrant's Form 10-Q as filed with the Commission on April 4, 2018, which is incorporated herein by reference.

(66) Restricted Stock Award Agreement for Non-Employee Director.

Reference is made to Exhibit 10(iii)a of the registrant's Form 10-Q as filed with the Commission on January 7, 2022, which is incorporated herein by reference.

(67) Deferred Stock Unit Award Agreement Non-Employee Directors.

Reference is made to Exhibit 10(iii)b of the registrant's Form 10-Q as filed with the Commission on January 7, 2022, which is incorporated herein by reference.

(68) Acuity Brands, Inc.

39 unchanged sentences

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

EXHIBIT 104 Cover Page Interactive Data File.

Formatted as Inline XBRL and contained in Exhibit 101 of this Form 10-K.

Form 10-K Summary.

5 unchanged sentences

Signature Title Date

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

ASHE Chairman, Director, President and Chief Executive Officer (Principal Executive Officer) October 26, 2022

HOLCOM Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) October 26, 2022

* Director October 26, 2022

Avedon, Ph.D.

* Director October 26, 2022

Patrick Battle

9 unchanged sentences

* Director October 26, 2022

HOLCOM Attorney-in-Fact October 26, 2022

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