Acuity Inc. (NYSE: AYI) shareholders approve board, pay and auditor

Rhea-AI Filing Summary

Acuity Inc. reported the results of its annual stockholder meeting held on January 21, 2026. Stockholders elected nine directors, including Neil M. Ashe, Marcia J. Avedon, W. Patrick Battle, and others, each receiving over 23.9 million votes in favor, with relatively few votes against or abstentions and 2,048,791 broker non-votes for each nominee.

Stockholders also ratified Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026, with 25,406,971 votes for, 1,476,495 against, and 37,451 abstentions. In addition, they approved, on an advisory basis, the Company’s named executive officer compensation, with 24,398,615 votes for, 405,360 against, 68,151 abstentions, and 2,048,791 broker non-votes.

0001144215false00011442152026-01-212026-01-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________________________

FORM 8-K

_____________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 21, 2026

_____________________________________________

ACUITY INC.

(Exact name of registrant as specified in its charter)

_____________________________________________

Delaware

001-16583

58-2632672

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309

(Address of principal executive offices)

(404) 853-1400

(Registrant’s telephone number, including area code)

None

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.01 par value per share

AYI

New York Stock Exchange

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 21, 2026, Acuity Inc. (the "Company") held its annual meeting of stockholders. The stockholders considered and voted on the following proposals:

PROPOSAL 1 - Votes cast on the persons nominated to serve as directors of the Company were as follows:

			Votes For			Votes Against			Votes Abstained			Broker Non-Votes
Neil M. Ashe			24,157,972			697,115			17,039			2,048,791
Marcia J. Avedon, Ph.D.			24,457,462			394,331			20,333			2,048,791
W. Patrick Battle			24,095,484			762,991			13,651			2,048,791
Michael J. Bender			24,603,770			245,447			22,909			2,048,791
G. Douglas Dillard, Jr.			24,543,368			312,689			16,069			2,048,791
James H. Hance, Jr.			23,943,191			910,912			18,023			2,048,791
Maya Leibman			24,418,366			431,149			22,611			2,048,791
Laura G. O'Shaughnessy			24,630,425			219,111			22,590			2,048,791
Mark J. Sachleben			24,523,472			330,568			18,086			2,048,791

PROPOSAL 2 - Votes cast on the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2026 were as follows:

Votes For			Votes Against			Votes Abstained
25,406,971			1,476,495			37,451

PROPOSAL 3 - Votes cast on the advisory vote to approve named executive officer compensation were as follows:

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
24,398,615			405,360			68,151			2,048,791

Pursuant to the foregoing votes, the Company's stockholders: (i) elected nine directors nominated by the Board of Directors and listed above for a one-year term expiring at the annual meeting of stockholders to be held in 2027 or until a successor is elected or qualified; (ii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2026; and (iii) approved the Company's named executive officer compensation on an advisory basis.

2

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 hereunto duly authorized.

Date: January 23, 2026

ACUITY INC.
By:						/s/ Karen J. Holcom
						Karen J. Holcom
						Senior Vice President and Chief Financial Officer

3

FAQ

What did Acuity Inc. (AYI) stockholders vote on at the January 21, 2026 annual meeting?

Stockholders voted on three items: election of nine directors for one-year terms, ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2026, and an advisory approval of named executive officer compensation.

Were Acuity Inc. (AYI) director nominees elected at the 2026 annual meeting?

Yes. All nine director nominees listed, including Neil M. Ashe, Marcia J. Avedon, Michael J. Bender, and others, were elected for one-year terms expiring at the 2027 annual meeting or until a successor is elected or qualified.

Did Acuity Inc. (AYI) stockholders ratify Ernst & Young LLP as auditor for fiscal 2026?

Yes. The ratification of Ernst & Young LLP as Acuity Inc.’s independent registered public accounting firm for fiscal 2026 received 25,406,971 votes for, 1,476,495 votes against, and 37,451 abstentions.

How did Acuity Inc. (AYI) stockholders vote on executive compensation in 2026?

On the advisory vote to approve named executive officer compensation, stockholders cast 24,398,615 votes for, 405,360 votes against, 68,151 abstentions, and there were 2,048,791 broker non-votes.

Who signed the Acuity Inc. 8-K reporting the 2026 annual meeting results?

The report was signed on behalf of Acuity Inc. by Karen J. Holcom, who serves as Senior Vice President and Chief Financial Officer.

How many broker non-votes were recorded on Acuity Inc. (AYI) director and say-on-pay proposals?

For each director nominee and for the advisory vote on named executive officer compensation, there were 2,048,791 broker non-votes reported.