Acuity (AYI) Proxy Filing summary

Executive summary

• Achieved net sales of $3.84B, with adjusted diluted EPS up 10.7% to $15.56 and cash flow from operations of $619M in fiscal 2024.

• Lighting segment maintained North American leadership, improved margins, and expanded into refueling and horticulture markets.

• Spaces segment grew net sales by 16%, expanded margins, and integrated new technologies and acquisitions.

• Capital allocation included $64M in capex, $18M in dividends (up 15%), and $89M in share repurchases.

• EarthLIGHT ESG program advanced, with progress on GHG reduction, DEI, and inclusion benchmarks.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2025.

• Advisory vote to approve named executive officer compensation (Say on Pay).

• Shareholder proposal for a director resignation bylaw, opposed by the Board.

Board of directors and corporate governance

• Board is 90% independent, with 50% diversity and an average tenure of 5.8 years.

• Five new independent directors added in the past five years; ongoing refreshment and succession planning.

• Board committees (Audit, Compensation, Governance) are fully independent and meet regularly.

• Governance enhancements include removal of supermajority provisions, proxy access, and updated ethics policies.

• Stockholder engagement is robust, with outreach to holders of 64% of shares.