{"schema_version":"secwatch.filing_event.v1","accession":"0001144215-24-000015","form_type":"8-K","ticker":"AYI","cik":"0001144215","company_name":"ACUITY INC. (DE)","filed_at":"2024-01-26T23:59:59+00:00","discovered_at":"2026-05-14T18:03:23.512671+00:00","generated_at":"2026-06-06T16:24:51.734342+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.35,"calibrated_materiality_score":0.35,"confidence":"high","headline":"Acuity Brands stockholders approve officer exculpation, board adopts bylaw amendments","bullets":["Stockholders approved amendment to certificate of incorporation to exculpate officers from personal liability under Delaware law.","Board adopted amended bylaws with universal proxy rules, exclusive forum for derivative suits and Securities Act claims.","All ten director nominees elected; Ernst & Young ratified as auditor for FY2024.","Advisory vote on executive compensation passed with 95.5% support; annual say-on-pay frequency approved.","Certificate of amendment and restated certificate filed with Delaware Secretary of State on Jan 25."],"urls":{"canonical":"https://secwatch.observer/filing/0001144215-24-000015","json":"https://secwatch.observer/filing/0001144215-24-000015.json","markdown":"https://secwatch.observer/filing/0001144215-24-000015.md","text":"https://secwatch.observer/filing/0001144215-24-000015.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1144215/000114421524000015/0001144215-24-000015-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1144215/000114421524000015/ayi-20240124.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T16:24:51.734342+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"99f68a7becd53008e242fa627a88c9ef41c18a71","claim":"ACUITY INC. (DE): Amendment to restated certificate of incorporation to provide for officer exculpation permitted by Delaware law (effective 2024-01-25).","evidence_excerpt":"On January 24, 2024, at the annual meeting of stockholders","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1144215/000114421524000015/0001144215-24-000015-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-01-25"}],"fact_type":"governance_change"},{"claim_id":"a403a1e4ced0db77536ab4e0d13d7274a290f4cb","claim":"ACUITY INC. (DE): Amendment and restatement of bylaws to update procedures for stockholder nominations, universal proxy rules, exclusive forum provisions, and stockholder meeting procedures (effective 2024-01-25).","evidence_excerpt":"on January 25, 2024, the Board approved an amendment and restatement of the amended and restated by-laws of the Company (the “Bylaws”), which became effective at that time. Among the changes contained in the Bylaws are the following: a. As a result of the effectiveness of rules related to the use of “universal” proxy cards, updates to the procedural mechanics and disclosure requirements","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1144215/000114421524000015/0001144215-24-000015-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2024-01-25"}],"fact_type":"governance_change"},{"claim_id":"44a2daedbd8350051627dca7d43f331dbbbf9a55","claim":"ACUITY INC. (DE) shareholders approved Election of Directors at the 2024-01-24 meeting.","evidence_excerpt":"PROPOSAL 1 - Votes regarding the persons elected to serve as Directors of the Company were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes Neil M. Ashe 25,891,833 1,086,406 25,326 1,804,339 Marcia J. Avedon, Ph.D. 26,710,811 271,511 21,243 1,804,339 W. Patrick Battle 26,588,428 390,542 24,595 1,804,339 Michael J. Bender 26,109,419 873,044 21,102 1,804,339 G. Douglas Dillard, Jr. 26,612,140 366,644 24,781 1,804,339 James H. Hance, Jr. 26,239,089 738,656 25,820 1,804,339 Maya Leibman 26,532,779 445,772 25,014 1,804,339 Laura G. O'Shaughnessy 26,722,966 255,706 24,893 1,804,339 Mark J. Sachleben 26,700,780 278,093 24,692 1,804,339 Mary A. Winston 25,588,118 1,391,493 23,954 1,804,339","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1144215/000114421524000015/0001144215-24-000015-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-24"}],"fact_type":"shareholder_vote"},{"claim_id":"77249ef41be09692b98c76af9de19d1dd1d85f23","claim":"ACUITY INC. (DE) shareholders approved Advisory vote on the compensation of the named executive officers of the Company at the 2024-01-24 meeting.","evidence_excerpt":"PROPOSAL 4 - The results of the advisory vote on the compensation of the named executive officers of the Company were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 25,691,786 1,210,919 100,860 1,804,339","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1144215/000114421524000015/0001144215-24-000015-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-24"}],"fact_type":"shareholder_vote"},{"claim_id":"919f1f3f0fcacbb5db2a0c4c8b1a57eeeb951b7b","claim":"ACUITY INC. (DE) shareholders approved Approval of an amendment to the Company’s Restated Certificate to incorporate new Delaware law provisions regarding officer exculpation at the 2024-01-24 meeting.","evidence_excerpt":"PROPOSAL 2 - Votes cast regarding approval of an amendment to the Company’s Restated Certificate to incorporate new Delaware law provisions regarding officer exculpation were as follows: Votes For Votes Against Votes Abstained Broker Non-Votes 22,573,066 4,391,101 39,398 1,804,339","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1144215/000114421524000015/0001144215-24-000015-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-24"}],"fact_type":"shareholder_vote"},{"claim_id":"d68140eb2051e4333dad5b203b94d6c3f8334c10","claim":"ACUITY INC. (DE) shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2024 at the 2024-01-24 meeting.","evidence_excerpt":"PROPOSAL 3 - Votes cast regarding the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2024 were as follows: Votes For Votes Against Votes Abstained 27,403,548 1,381,242 23,114","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1144215/000114421524000015/0001144215-24-000015-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-24"}],"fact_type":"shareholder_vote"},{"claim_id":"deabd81f9b3df29d7216653243d931e1f7efd011","claim":"ACUITY INC. (DE) shareholders approved Advisory vote on the frequency of future advisory votes on compensation of the named executive officers of the Company at the 2024-01-24 meeting.","evidence_excerpt":"PROPOSAL 5 - The results of the advisory vote on the frequency of future advisory votes on compensation of the named executive officers of the Company were as follows: 1 Year 2 Years 3 Years Votes Abstained Broker Non-Votes 26,092,724 21,541 866,182 23,118 1,804,339","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1144215/000114421524000015/0001144215-24-000015-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-01-24"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}