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, 2024.
−Removed: The scope of our efforts to comply with the SEC rules included all of our operations except for KE2 Therm Solutions, Inc.
−Removed: (“KE2Therm”), which we acquired during the year ended August 31,2023.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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, 2024.
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.
−Removed: On October 26, 2023, the Company and Neil M.
−Removed: Ashe, the Company’s President and Chief Executive Officer, entered into an amendment to Mr.
−Removed: Ashe’s Severance Agreement.
−Removed: The amendment modified the calculation of the minimum bonus component of severance that would be payable to Mr.
−Removed: Ashe on a qualifying termination of employment by replacing its reference to a specified percentage of Mr.
−Removed: Ashe’s base salary (130%) with a reference to Mr.
−Removed: Ashe’s target annual incentive bonus as in effect at the time of his termination.
−Removed: The foregoing description of the amendment to Mr.
−Removed: 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.
+Added: During the fourth quarter of fiscal 2024, none of our directors or Section 16 officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined an Item 408(a) of Regulation S-K).
+Added: On October 24, 2024, the Company and Karen J.
+Added: Holcom, the Company’s Senior Vice President and Chief Financial Officer, entered into a fourth amendment to Ms.
+Added: Holcom's Severance Agreement.
+Added: The amendment modified the calculation of the minimum bonus component of severance that would be payable to Ms.
+Added: Holcom on a qualifying termination of employment by replacing its reference to a specified percentage of Ms.
+Added: Holcom's base salary (100%) with a reference to Ms.
+Added: Holcom's target annual incentive bonus as in effect at the time of her termination.
+Added: The foregoing description of the amendment to Ms.
+Added: Holcom'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(43) to this Annual Report on Form 10-K.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.
3 unchanged sentences
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 22, 2025, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.
+Added: The Company has adopted an insider trading policy that governs the purchase, sale, and/or other dispositions of our securities (and related derivative securities) by directors, officers and employees, other covered persons, and the Company and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.
+Added: A copy of the Company’s insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
Executive Compensation.
5 unchanged sentences
Principal Accountant Fees and Services.
+Added: Our independent registered public accounting firm is Ernst & Young LLP, Atlanta, Georgia, PCAOB ID:
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 22, 2025, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.
14 unchanged sentences
INDEX TO EXHIBITS
−Removed: EXHIBIT 3 (a) Restated Certificate of Incorporation of Acuity Brands, Inc.
−Removed: (formerly Acuity Brands Holdings, Inc.), dated as of September 26, 2007.
−Removed: 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.
−Removed: (b) Certificate of Amendment of Acuity Brands, Inc.
−Removed: (formerly Acuity Brands Holdings, Inc.), dated as of September 26, 2007.
−Removed: 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.
−Removed: (c) Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 6, 2017.
−Removed: 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.
−Removed: (d) Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 7, 2021.
−Removed: 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.
−Removed: (e) Amended and Restated Bylaws of Acuity Brands, Inc., dated as of January 7, 2021.
−Removed: 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.
+Added: EXHIBIT 3 (a) Certificate of Amendment to the Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 25, 2024.
+Added: Reference is made to Exhibit 3.1 of registrant’s Form 8-K as filed with the Commission on January 26, 2024, which is incorporated herein by reference.
+Added: (b) Restated Certificate of Incorporation of Acuity Brands, Inc., dated as of January 25, 2024.
+Added: Reference is made to Exhibit 3.2 of registrant’s Form 8-K as filed with the Commission on January 26, 2024, which is incorporated herein by reference.
+Added: (c) Amended and Restated Bylaws of Acuity Brands, Inc., dated as of January 25, 2024.
+Added: Reference is made to Exhibit 3.4 of registrant’s Form 8-K as filed with the Commission on January 26, 2024, which is incorporated herein by reference.
EXHIBIT 4 (a) Form of Certificate representing Acuity Brands, Inc.
56 unchanged sentences
2011 Nonemployee Director Deferred Compensation Plan, Effective as of January 5, 2022.
−Removed: 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.
+Added: Reference is made to Exhibit 10(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.
41 unchanged sentences
1 to Severance Agreement between Acuity Brands, Inc.
−Removed: Filed with the Commission as part of this Form 10-K.
+Added: Reference is made to Exhibit 10(iii)A(26) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
(27) Form of Change in Control Agreement between Acuity Brands, Inc.
2 unchanged sentences
Matching Gift Program.
−Removed: Filed with the Commission as part of this Form 10-K.
+Added: Reference is made to Exhibit 10(iii)A(28) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
(29) Employment Letter dated November 16, 2005 between Acuity Brands, Inc.
60 unchanged sentences
Severance Agreement between Acuity Brands Lighting, Inc.
−Removed: 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.
+Added: Reference is made to Exhibit 10(b) of registrant's Form 10-Q as filed with the Commission on January 7, 2020, which is incorporated herein by reference.
+Added: (43) Amendment No.
+Added: 4 to Acuity Brands Lighting, Inc.
+Added: Severance Agreement between Acuity Brands Lighting, Inc.
+Added: Filed with the Commission as part of this Form 10-K.
(44) Change in Control Agreement, entered into as of March 28, 2018, by and between Acuity Brands, Inc.
65 unchanged sentences
(68) Restricted Stock Award Agreement for Non-Employee Director.
−Removed: 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.
+Added: Reference is made to Exhibit 10(a) of the registrant's Form 10-Q as filed with the Commission on January 7, 2022, which is incorporated herein by reference.
(69) Deferred Stock Unit Award Agreement Non-Employee Directors.
−Removed: 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.
+Added: Reference is made to Exhibit 10(b) of the registrant's Form 10-Q as filed with the Commission on January 7, 2022, which is incorporated herein by reference.
(70) Acuity Brands, Inc.
12 unchanged sentences
Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Performance Unit Notification and Award Agreement (TSR October 2022).
−Removed: 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.
+Added: Reference is made to Exhibit 10(1) of registrant's Form 10-Q as filed with the Commission on January 9, 2023, which is incorporated herein by reference.
(75) Acuity Brands, Inc.
6 unchanged sentences
Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Performance Unit Notification and Award Agreement (ROIC Performance Award).
−Removed: Filed with the Commission as part of this Form 10-K.
+Added: Reference is made to Exhibit 10(iii)A(76) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
(78) Acuity Brands, Inc.
Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Performance Unit Notification and Award Agreement (rTSR Performance Award).
−Removed: Filed with the Commission as part of this Form 10-K.
+Added: Reference is made to Exhibit 10(iii)A(77) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
(79) Acuity Brands, Inc.
Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan Global Restricted Stock Unit Notification and Award Agreement
−Removed: Filed with the Commission as part of this Form 10-K.
+Added: Reference is made to Exhibit 10(iii)A(78) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
(80) Acuity Brands, Inc.
Incentive-Based Compensation Recoupment Policy As Amended and Restated Effective as of October 2, 2023.
−Removed: Filed with the Commission as part of this Form 10-K.
+Added: Reference is made to Exhibit 10(iii)A(79) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
(81) Acuity Brands, Inc.
Short-Term Incentive Plan As Amended and Restated Effective as of September 28, 2023.
+Added: Reference is made to Exhibit 10(iii)A(80) of the registrant's Form 10-K as filed with the Commission on October 26, 2023, which is incorporated herein by reference.
+Added: EXHIBIT 19 Insider Trading Policy.
Filed with the Commission as part of this Form 10-K.
54 unchanged sentences
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.