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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): September 24, 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) (Zip
Code)
(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, $.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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 24, 2026, the Board of
Directors (the “Board”) of Acuity Inc. (the “Company”) increased the size of the Board from nine to ten members
and elected Nick Tzitzon to the Board. Mr. Tzitzon, whose term will expire at the next annual meeting of stockholders, was also appointed
to the Audit and Governance Committees.
Mr. Tzitzon, age 46, has served as Vice Chairman
of ServiceNow, Inc. (“ServiceNow”), a digital workflow company, since January 2020, and leads the ServiceNow AI
Institute. He previously served as Executive Vice President of SAP SE, a multinational software company providing enterprise software,
from October 2012 to January 2020, and as Senior Vice President and Chief Operating Officer of Bronner Group, LLC from May 2010
to October 2012. Earlier in his career, he was a management consultant advising healthcare, energy, and public sector clients on
strategy and transformation. Mr. Tzitzon also serves on the board of directors of various nonprofit organizations.
There are no arrangements between Mr. Tzitzon
and any other person pursuant to which he was selected as a director, nor are there any transactions to which the Company is or was a
participant and in which Mr. Tzitzon has a material interest subject to disclosure under Item 404(a) of Regulation S-K. No family
relationships exist between Mr. Tzitzon and any of the Company’s directors or executive officers.
Mr. Tzitzon will participate on a pro rata
basis in the standard non-employee director compensation arrangements described under “Compensation of Directors” in the Company’s
fiscal 2025 proxy statement filed with the Securities and Exchange Commission on December 11, 2025.
Additionally, the Company has entered into its
standard Form of Indemnification Agreement with Mr. Tzitzon that provides for the Company to indemnify directors against all
expenses (as defined in the agreement), judgments, fines, and amounts paid in settlement actually and reasonably incurred by a director
and arising out of the director’s service. The Form of Indemnification Agreement was previously filed by the Company as Exhibit 10.1
to the Company’s Current Report on Form 8-K filed with the Commission on February 9, 2010 and is incorporated by reference
herein.
On September 29, 2026, the Company issued
a press release announcing the increase in the size of the Board and the election of Mr. Tzitzon. A copy of this press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| 99.1 |
Press Release dated September 29, 2026. |
| |
|
| 104 |
Cover Page Interactive Data File (embedded within the inline XBRL document). |
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: September 29, 2026
| |
ACUITY INC. |
| |
|
|
| |
By: |
/s/ Karen J. Holcom |
| |
|
Karen J. Holcom |
| |
|
Senior Vice President and Chief Financial Officer |
Exhibit 99.1
Acuity Inc. Appoints Nick Tzitzon to its Board of Directors
ATLANTA
— September 29, 2026 — Acuity Inc. (NYSE: AYI) announces that its Board of Directors has elected Nick Tzitzon
as an Independent Director, effective September 24, 2026.
In connection with the appointment, the Board approved an increase
in its size from nine to ten directors. Tzitzon will serve on the Audit and Governance Committees, and his initial term will expire at
the Company’s next annual meeting of stockholders.
Tzitzon currently serves as Vice Chairman of ServiceNow and leads the
company's AI Institute, where he works with customers, partners and policymakers on the transformative potential of artificial intelligence.
He brings extensive experience leading growth, strategy and digital transformation initiatives across the technology sector.
“Nick’s experience helping organizations harness software,
data and AI to drive productivity and business outcomes aligns with how we are creating value for customers and shareholders,” said
Neil Ashe, Chairman, President and Chief Executive Officer of Acuity. “We are pleased to welcome Nick to the Board and look forward
to the perspective he will bring as we advance our strategy.”
“I am honored to join Acuity's Board of
Directors,” said Tzitzon, “Under Neil's leadership, Acuity is positioned to lead the next wave of AI value
creation. Industrial intelligence is a massive global growth opportunity. I'm enthusiastic about the company's bright future and
look forward to supporting the team on that journey.”
About Acuity Inc.
Acuity Inc. (NYSE: AYI) is a market-leading industrial technology company.
We use technology to solve problems in spaces, light and more things to come. Through our two business segments, Acuity Brands Lighting
(ABL) and Acuity Intelligent Spaces (AIS), we design, manufacture, and bring to market products and services that make a valuable difference
in people’s lives.
We achieve growth through the development of innovative new products
and services, including lighting, lighting controls, building management solutions, and an audio, video and control platform. We focus
on customer outcomes and drive growth and productivity to increase market share and deliver superior returns. We look to aggressively
deploy capital to grow the business and to enter attractive new verticals.
Acuity Inc.
is based in Atlanta, Georgia, with operations across North America, Europe and Asia. The Company is powered by approximately 13,000 dedicated
and talented associates. Visit us at www.acuityinc.com.
