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Item 9A. Controls and Procedures

2023-10-26 compared with 2022-10-26 · 46 added, 7 removed, 352 unchanged (13% of the section changed)

3 unchanged sentences

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2023.

The scope of our efforts to comply with the SEC rules included all of our operations except for KE2 Therm Solutions, Inc.

(“KE2Therm”), which we acquired during the year ended August 31,2023.

KE2 Therm constituted less than 2% of both total assets and equity as of August 31, 2023 and less than 1% of both the Company's net sales and pre-tax income for the year ended August 31, 2023.

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 KE2 Therm's internal control over financial reporting as of August 31, 2023.

This evaluation was carried out under the supervision and with the participation of management, including the principal executive officer and principal financial officer.

Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective at a reasonable assurance level as of August 31, 2022.

Based on this evaluation, which as discussed herein excluded the operations of KE2 Therm, these officers have concluded that the design and operation of our disclosure controls and procedures are effective at a reasonable assurance level as of August 31, 2023.

However, because all disclosure procedures must rely to a significant degree on actions or decisions made by employees throughout the organization, such as reporting of material events, the Company and its reporting officers believe that they cannot provide absolute assurance that all control issues and instances of fraud or errors and omissions, if any, within the Company will be detected.

5 unchanged sentences

Other Information.

On October 26, 2023, the Company and Neil M.

Ashe, the Company’s President and Chief Executive Officer, entered into an amendment to Mr.

Ashe’s Severance Agreement.

The amendment modified the calculation of the minimum bonus component of severance that would be payable to Mr.

Ashe on a qualifying termination of employment by replacing its reference to a specified percentage of Mr.

Ashe’s base salary (130%) with a reference to Mr.

Ashe’s target annual incentive bonus as in effect at the time of his termination.

The foregoing description of the amendment to Mr.

Ashe’s Severance Agreement is a summary only and is qualified in its entirety by the full text of the amendment, which is filed as Exhibit 10(iii)A (26) to this Annual Report on Form 10-K.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

42 unchanged sentences

(b) Description of Securities.

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.

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

54 unchanged sentences

Compensation for Non-Employee Directors.

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

Reference is made to Exhibit 10(iii)A(12) of the registrant's Form 10-K as filed with the Commission on October 26, 2022, which is incorporated herein by reference.

(13) Acuity Brands, Inc.

36 unchanged sentences

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.

(26) Amendment No.

1 to Severance Agreement between Acuity Brands, Inc.

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

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

2 unchanged sentences

Matching Gift Program.

Reference is made to Exhibit 10(III)A(1) of the registrant’s Form 10-Q as filed with the Commission on April 4, 2005, which is incorporated by reference.

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

(29) Employment Letter dated November 16, 2005 between Acuity Brands, Inc.

143 unchanged sentences

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.

(73) Acuity Brands, Inc.

Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Performance Unit Notification and Award Agreement (TSR October 2022).

Reference is made to Exhibit 10(d) of registrant's Form 10-Q as filed with the Commission on January 9, 2023, which is incorporated herein by reference.

(74) Acuity Brands, Inc.

Non-Employee Director Compensation Schedule.

Reference is made to Exhibit 10 (1) of registrant's Form 10-Q as filed with the Commission on April 4, 2023, which is incorporated herein by reference.

(75) Acuity Brands, Inc.

2005 Supplemental Deferred Savings Plan (As Amended and Restated effective March 30, 2023).

Reference is made to Exhibit 10 (2) of registrant's Form 10-Q as filed with the Commission on April 4, 2023, which is incorporated herein by reference.

(76) Acuity Brands, Inc.

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

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

(77) Acuity Brands, Inc.

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

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

(78) Acuity Brands, Inc.

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

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

(79) Acuity Brands, Inc.

Incentive-Based Compensation Recoupment Policy As Amended and Restated Effective as of October 2, 2023.

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

(80) Acuity Brands, Inc.

Short-Term Incentive Plan As Amended and Restated Effective as of September 28, 2023.

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

EXHIBIT 21 List of Subsidiaries.

13 unchanged sentences

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

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

(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.

35 unchanged sentences

* Director October 26, 2023

* Director October 26, 2022

HOLCOM Attorney-in-Fact October 26, 2023

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