ACUITY BRANDS INC
FORM
8-K
(Current report filing)
Filed 09/29/14 for the Period Ending 09/26/14
Address
Telephone
CIK
Symbol
SIC Code
Industry
Sector
Fiscal Year
1170 PEACHTREE STREET, NE
SUITE 2300
ATLANTA, GA 30309-7676
404-853-1400
0001144215
AYI
3640 - Electric Lighting And Wiring Equipment
Construction Supplies & Fixtures
Consumer Cyclicals
08/31
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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 26, 2014
_____________________________________________
ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________
Delaware
(State or other jurisdiction of
Company or organization)
001-16583
58-2632672
(Commission File Number)
(I.R.S. Employer
Identification No.)
1170 Peachtree St., N.E., Suite 2300, Atlanta, GA
30309
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: 404-853-1400
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On September 26, 2014, the Board of Directors (“Board”) of Acuity Brands, Inc. (the “Company”) increased the size of the Board from
ten to eleven members and elected W. Patrick Battle to the Board. Mr. Battle was appointed to the class of directors whose term expires at the
annual meeting for fiscal year 2016 and appointed to the Governance and Compensation Committees.
Mr. Battle is currently involved in several strategic ventures, including 818 Sports and Entertainment, which is a global, digital media,
sports content distribution company. Mr. Battle served as Chairman of IMG College from 2007 until 2011, following the acquisition of The
Collegiate Licensing Company (CLC) by IMG Worldwide. Under his leadership, IMG College became the leader in developing and managing
integrated licensing, marketing and multimedia rights programs for more than 200 US universities, conferences, bowls, and the NCAA. Prior to
joining IMG in 2007, Mr. Battle was president and chief executive officer of CLC, where he worked since 1984. CLC, located in Atlanta,
Georgia, is the nation’s oldest and largest marketing agency dedicated to providing domestic and international trademark licensing services to
the collegiate market.
The Board determined that Mr. Battle was qualified to serve as a director on the Company’s Board due to his extensive management,
operational, and marketing experience.
Mr. Battle will participate in the standard non-employee director compensation arrangements described in the Company’s 2013 proxy
statement. In accordance with the standard compensation arrangements, the Board of Directors approved a one-time restricted stock award for
Mr. Battle with a value of $20,000 under the Corporation’s 2012 Omnibus Stock Incentive Compensation Plan. The stock award will vest
ratably over three years. Additionally, the Company has entered into its standard form of Indemnification Agreement with Mr. Battle 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 with the Commission in a Form 8-K on February 9, 2010.
Item 8.01. Other Events.
On September 26, 2014, the Board of Directors declared a quarterly dividend of 13 cents per share and announced the date of the annual
meeting of stockholders. A copy of the related press release is attached as exhibit 99.1 to this Current Report on Form 8-K, which is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated September 26, 2014.
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 thereunto duly authorized.
Date: September 29, 2014
ACUITY BRANDS, INC.
By:
/s/ Richard K. Reece
Richard K. Reece
Executive Vice President and Chief Financial Officer
EXHIBIT INDEX
99.1
Press Release dated September 26, 2014 (Filed with the Commission as part of this Form 8-K).
Exhibit 99.1
News Release
ATLANTA, September 26, 2014 - The Board of Directors of Acuity Brands, Inc. (NYSE: AYI; "Company") today
declared a quarterly dividend of 13 cents per share. The dividend is payable on November 3, 2014 to shareholders of
record on October 17, 2014.
The Company will hold its Annual Meeting of Stockholders at 11:00 a.m. ET on Wednesday, January 7, 2015, in the
Ballroom of the Four Seasons Hotel, 75 Fourteenth Street N.E., Atlanta, Georgia.
About Acuity Brands
Acuity Brands, Inc. is a North American market leader and one of the world’s leading providers of lighting solutions for
both indoor and outdoor applications. With fiscal year 2013 net sales of over $2 billion, Acuity Brands employs
approximately 7,000 associates and is headquartered in Atlanta, Georgia with operations throughout North America,
and in Europe and Asia. The Company’s lighting solutions are sold under various brands, including Lithonia Lighting®,
Holophane®, Peerless®, Gotham®, Mark Architectural Lighting™, Winona® Lighting, Healthcare Lighting®, Hydrel®,
American Electric Lighting®, Carandini®, Antique Street Lamps™, Sunoptics®, Axion™ Controls, Sensor Switch®,
Lighting Control & Design™, Synergy® Lighting Controls, Pathway Connectivity™, Dark to Light®, ROAM®, RELOC®
Wiring Solutions, acculamp® and eldoLED®.
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Contact(s):
C. Dan Smith
dan.smith@acuitybrands.com , 404.853.1423