Acuity (AYI) Proxy Filing summary

Executive summary

• Achieved net sales of $4.3B in fiscal 2025, up 13.1% from the prior year, driven by growth in both business segments and the QSC acquisition.

• Adjusted diluted EPS rose 15.7% to $18.01, while GAAP diluted EPS decreased 6.8% to $12.53 due to lower net income and higher share count.

• Generated $601M in operating cash flow, allocated $1.2B to acquisitions, $68M to capital expenditures, increased dividends by 13%, and repurchased $119M in shares.

• Continued transformation to a technology-driven company, with a focus on innovation, sustainability (EarthLIGHT), and stakeholder value creation.

• Maintained high associate engagement (86%) and benchmarked in the top 5% for HR practices.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

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

• No stockholder rights plan or poison pill in place; proxy access bylaw allows significant shareholders to nominate directors.

Board of directors and corporate governance

• Board consists of nine directors, 89% independent, 44% diverse, and 33% women.

• Five new independent directors added since 2020; average tenure 6.5 years.

• Robust board refreshment, annual self-evaluations, and succession planning.

• Committees (Audit, Compensation, Governance) composed entirely of independent directors.

• Enhanced governance: eliminated supermajority voting, allowed special meetings, updated ethics and clawback policies, and addressed SEC/NYSE rule changes.