ACUITY INC. (DE)

U NITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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PROXY STATEMENT AND

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

January 22, 2025

Who W e Are

Acuity Brands , 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 and Acuity Intelligent

Spaces, 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 location-aware applications.

We achieve customer-focused efficiencies that allow us 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 Brands, 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.

Our Mission

We use technology to solve problems in spaces, light, and more things to come.

Our Values

Integrity

We do the right thing,

the first time, every time.

Time

Time is the only constrained

resource. We focus on

what is most important.

Curiosity

We are always searching for

a better way. We are willing

and able to change.

Customer Obsessed

We see the world through the eyes

of customers and end-users. We

deliver on their needs.

People

We create an environment where the

best people come to do their best

work. We all succeed together.

Community

We care about the environment

and our neighbors. We make

communities better.

Owner's Mindset

We think and act like owners. We

focus on long-term, sustainable

value creation.

Letter to Stockholders

Dear Stockholders:

The Board of Directors ("Board") would like to thank you for your ongoing investment and continued confidence in Acuity Brands, Inc.

("Acuity Brands" or the "Company"). The Board oversees strategy, continuously monitors business performance, reviews capital

deployment strategies, monitors risks, and examines other opportunities that have the potential to create additional value

for stockholders.

We have successfully positioned our Company at the intersection of sustainability and technology, setting ourselves up for long-term

growth by taking advantage of two of the most important mega-trends: minimizing the impacts of climate change and maximizing the

impacts of technology.

Fiscal 2024 was a successful year of improved operating performance that delivered end-user satisfaction and improved financial results.

We improved margins, increased earnings per share, and generated strong cash flow from operations. We continued to allocate capital

effectively, investing for future growth in our existing businesses, Acuity Brands Lighting and Acuity Intelligent Spaces. We are delivering

better outcomes for our stakeholders and compounding wealth for our shareholders.

Our Acuity Brands Lighting segment continued to lead as the largest lighting and lighting controls company in North America. We have

made the business more predictable, repeatable, and scalable through our strategy of increasing product vitality, elevating service levels,

using technology to improve and differentiate both our products and how we operate the business, and driving productivity. In fiscal 2024,

we combined our lighting and supply chain organizations under one leader to better align the end-to-end connectivity of our processes.

We evolved our differentiated product portfolios, Made to Order, Design Select TM , and Contractor Select TM , to create the most effective

way for our end users and contractors to get what they need, when they need it, for their specific projects. And, we invested for future

growth, prioritizing new verticals where we have not historically competed or where we are under-penetrated.

Our Acuity Intelligent Spaces segment had a very good year and continued to grow as an attractive technology business that makes

spaces smarter, safer, and greener through our strategy of connecting the edge to the cloud. We expanded our addressable market,

continued our impressive growth, and increased margins. We are delivering meaningful outcomes for end users that are powered by

disruptive technologies and that generate strong financial results. Our open edge-to-cloud solutions currently operate buildings to

maximize occupant experience and minimize energy and operational costs, and we believe we can do more in the future.

We have changed how the Company works through our Better.Smarter.Faster. operating system. Better.Smarter.Faster. is the

combination of processes, tools, and ways of working that span from strategy to people to operating rhythms to problem solving. It is

unique to our organization and allows us to drive strategic alignment, manage change, and deliver results.

Our values are at the core of our culture and help create a shared purpose for achieving our Company's strategic goals. We make

decisions based on our values and these values guide how we treat each other and how we serve our customers and communities.

The combination of Better.Smarter.Faster. and our values allows us to operate more efficiently with greater distribution of responsibility

and accountability throughout the Company. It is how we continue to improve our businesses and respond quickly and effectively to

changing economic environments.

Our strategy is manifested through EarthLIGHT. It is the way we coordinate our efforts around Environmental, Social, and Governance

considerations, measure our performance in key areas, and communicate about those efforts to our various stakeholders. We develop

and sell products and services that help our customers save energy and reduce greenhouse gas (GHG) emissions during usage. We

advance social initiatives in order to be the place where the best people come to do their best work and to make our communities better.

The Governance Committee receives regular updates regarding the Company's progress on these efforts, which help us continue to

operate with integrity and transparency. We summarized our progress in our 2024 EarthLIGHT report, available on our website

www.acuitybrands.com.

We thank our stockholders and other stakeholders for taking the time to engage with us and welcome the opportunity to hear feedback.

We will continue to incorporate your input as we form our practices and policies. See Contacting the Board of Directors for information

about how to reach the Board.

As we look ahead to fiscal 2025, the Board is confident in management’s ability to continue to take the necessary steps to drive our

transformation forward.

Sincerely,

THE BOARD OF DIRECTORS — Neil M. Ashe, Chairman, President and CEO James H. Hance, Jr. Lead Director	Marcia J. Avedon, Ph.D. W. Patrick Battle Michael J. Bender	G. Douglas Dillard, Jr. Maya Leibman Laura G. O'Shaughnessy	Mark J. Sachleben Mary A. Winston

1170 Peachtree Street, N.E.

Suite 1200

Atlanta, Georgia 30309

Notice of Annual Meeting of Stockholders

Date and Time January 22, 2025 1:00 p.m. ET Online check-in begins at 12:45 p.m. ET Place Access the Virtual Annual Meeting at www.virtualshareholder meeting.com/AYI2025 Record Date Stockholders of record at the close of business on November 25, 2024 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

Purpose

Items of Business — 1	Election of nine directors	Board Recommendation — ●	FOR
		each director nominee
2	Ratification of the appointment of our independent registered public accounting firm for fiscal 2025	●	FOR
3	Advisory vote to approve named executive officer compensation	●	FOR
4	Stockholder proposal regarding a director resignation bylaw	X	AGAINST

Stockholders will also consider and act upon such other business as may properly come before the Annual Meeting or any adjournments

or postponements thereof.

Voting

Your vote is important. If you are a stockholder of record, you can vote by one of the following methods. In each case, please follow the

instructions provided on the Notice of Internet Availability or Proxy Card. We encourage you to vote in advance, even if you plan to

participate in the Annual Meeting.

Internet www.proxyvote.com Telephone 1-800-690-6903 Mail Sign, date, and return your proxy card During the Meeting Vote electronically during the Annual Meeting

Virtual Stockholders' Meeting Information

The Annual Meeting will be held in a virtual format only via the Internet. We believe a virtual meeting allows broader access by our

stockholders and other interested parties without restricting participation. You will be able to participate in the Annual Meeting online and

submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/AYI2025 . You will also be able to vote your

shares electronically at the Annual Meeting. For more information about our virtual Annual Meeting processes, please see

Questions Relating to this Proxy Statement – Information about our Virtual Annual Meeting .

On or about December 12, 2024 , we plan to commence mailing of a Notice of Internet Availability of Proxy Materials containing

instructions on how to access our Proxy Statement and our Annual Report on Form 10-K via the Internet and how to vote online. The

Notice of Internet Availability of Proxy Materials also contains instructions on how you can receive a paper copy of the proxy materials.

By order of the Board,

CHANDA KIRCHNER

Corporate Secretary

December 12, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 22, 2025 . The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com .

Table of Contents

EXECUTIVE COMPENSATION	Pages	40
Item 3	Advisory Vote to Approve Named Executive Officer Compensation	40
Message from the Compensation and Management Development Committee		41
Compensation Discussion and Analysis		42
2024 Executive Compensation		46
Report of the Compensation and Management Development Committee		61
Executive Compensation Tables		62
STOCKHOLDER PROPOSAL		80
Item 4	Director Election Resignation Bylaw	80
STOCK OWNERSHIP		83
Equity Compensation Plans		83
Beneficial Ownership of the Company’s Securities		84
Certain Relationships and Related Person Transactions		85
QUESTIONS RELATING TO THIS PROXY STATEMENT		87
OTHER MATTERS		91
NEXT ANNUAL MEETING — STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS		91
APPENDIX A		A-1
APPENDIX B		B-1

PROXY STATEMENT SUMMARY	Pages	1
Key Fiscal 2024 Business Performance Highlights		1
EarthLIGHT — Our Approach to ESG		2
Board Composition Highlights		3
Corporate Governance Highlights		6
Executive Compensation Highlights		8
CORPORATE GOVERNANCE AT ACUITY BRANDS		14
Item 1	Election of Directors	14
Director Information		15
Board and Committees		24
Board Responsibilities		29
Governance Policies and Procedures		31
Compensation of Directors		32
AUDIT COMMITTEE MATTERS		36
Item 2	Ratification of the Appointment of the Independent Registered Public Accounting Firm	36
Selection and Engagement of the Independent Registered Public Accounting Firm		36
Audit Fees and Other Fees		37
Preapproval Policies and Procedures		37
Report of the Audit Committee		37
EXECUTIVE OFFICERS		39

Acuity Brands, Inc. | 2025 Proxy Statement | 1

Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of

the information you should consider, and you should read the entire Proxy Statement carefully before voting.

Key Fiscal 2024 Business Performance Highlights

Acuity Brands 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, we design, manufacture, and bring to market products

and services that make a 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 location-aware

applications. We achieve customer-focused efficiencies that allow us to increase market share and deliver superior

returns. We look to aggressively deploy capital to grow the business and to enter attractive new verticals.

Net Sales	Diluted EPS (GAAP)	Adjusted Diluted EPS (1)	Cash Flow from Operations
$3,841M	$13.44	$15.56	$619M

(1) This is a non-GAAP financial measure used by the Board and management to assess the performance of the business. See Appendix A for a

reconciliation to the most directly comparable financial measure calculated in accordance with GAAP.

Key Fiscal 2024 Achievements

§ We achieved improved operating performance in fiscal 2024 that delivered end-user satisfaction and improved financial results

§ W e continued to improve our business and allocate capital effectively

§ In our Lighting segment, our financial performance was strong, and we made progress on our strategy and on our initiatives. Our

results are being driven by our strategy to increase product vitality, elevate service levels, use technology to improve and

differentiate both our products and how we operate the business, and to drive productivity.

§ Evolved our strategic portfolios: Made to Order , Design Select TM , and Contractor Select TM , to create the most effective

way for our end users to get what they need, when they need it, for their specific projects

§ Invested for future growth: P rioritized new verticals where we have not historically competed or where we are

under-penetrated:

§ in the refueling market where we developed a new line of tailored product solutions; and

§ in the horticulture vertical where we built a product portfolio to service the horticulture environment through organic and

inorganic product development

§ Combined our lighting and supply chain organizations under one leader to better align the end-to-end connectivity of our

processes to accelerate growth and drive productivity

§ Continued to be recognized for innovation and won several notable awards for products throughout the year including the

prestigious Red Dot® "Best of the Best" award

§ In our Spaces segment, we continued to deliver strong growth and expanded margins through our strategy of making spaces

smarter, safer, and greener by connecting the edge to the cloud. We increased our addressable market by expanding where we

compete and what we can control.

§ Expanded where we compete by adding System Integrator capacity in the UK, Australia and Asia

§ Completed the integration of the KE2 Therm Solutions, Inc. adding refrigeration controls into the Distech Controls business

§ Launched Resense TM by Distech Controls® which won an award for best AI tech innovation for intelligent buildings

§ Won several notable sustainability awards for our Atrius® cloud applications

§ We generated significant cash flow and effectively allocated capital consistent with our priorities, including — we invested $64

million in capital expenditures, and acquired certain assets of Arize horticulture lighting. We increased our dividend per

share 15 percent and allocated approximately $89 million to repurchase over 454,000 shares at an average price of $194 per

share.

Allocating Capital Effectively as a Long-Term Source of Value

Our capital allocation strategy includes the following key elements:

1 Invest for growth in our current businesses 2 Enter new businesses through mergers and acquisitions 3 Increase our dividend 4 Create permanent value through share repurchases

Acuity Brands, Inc. | 2025 Proxy Statement | 2

PROXY STATEMENT SUMMARY

EarthLIGHT – Our Approach to ESG

We remained true to pursuing our strategic priorities in fiscal 2024 and illustrated that what we do matters. We continued

to develop and sell products and services that help our customers save energy and reduce greenhouse gas (GHG)

emissions during usage. We focused on creating an environment where the best people come to do their best work. We

also continued our focus on receiving and acting on feedback from stockholders and others, including our associates, to

ensure strong governance practices.

Our values – including that we care about the environment and our neighbors and we make communities better – are at

the core of our culture and help create a shared purpose for achieving our Company's strategic goals. EarthLIGHT is the

way we coordinate our efforts around Environmental, Social, and Governance ("ESG") considerations, measure our

performance in key areas, and communicate about those efforts to our various stakeholders. The Governance Committee

of our Board oversees our EarthLIGHT program.

The Company shares its ESG-related progress in the 2024 EarthLIGHT report available on its website at

www.acuitybrands.com .*

In fiscal 2024, we enhanced our ESG Risk Management

process to further integrate potential climate-related risks

and opportunities within our overall risk analysis. Our 2024

EarthLIGHT Report, guided by the International

Sustainability Standards Board (ISSB) framework, now

includes, for the first time, a discussion on our identified

climate-related risks and opportunities.

As a Company that prioritizes People as a core value, we

understand how diversity of backgrounds and experiences

is critical to our ongoing success, and our goal is to ensure

that all associates feel valued, respected, and accepted for

their contributions regardless of their race, sex, religion,

ethnicity, age, gender identity, disabilities, national origin,

sexual orientation, or other unique characteristics. Led by

our Inclusion and Belonging Council, we take a holistic

approach to creating an environment where the best people

can do their best work. Inclusion is the work being done

and Belonging is the desired outcome. The Compensation

and Management Development Committee is responsible

for the oversight of, and receives regular updates on, the

Company’s human capital.

In fiscal 2021, we created a robust three-year Diversity,

Equity, and Inclusion ("DEI") plan, which we initiated with

success in fiscal 2022 and continued through fiscal 2023.

Our DEI efforts are highly integrated with our business

objectives. We understand how diversity of backgrounds

and experiences is critical to our ongoing success, and our

goal is to ensure that all associates feel valued, respected,

and accepted for their contributions regardless of their

race, sex, religion, ethnicity, age, gender identity,

disabilities, national origin, sexual orientation, or other

unique characteristics. The Compensation and

Management Development Committee is responsible for

the oversight of, and receives regular updates on, the

Company’s human capital.

Listening to our associates is key to progressing our

Listening to our associates is key to progressing our cultural transformation and business success. Our fiscal 2024

Company-wide Associate Engagement Survey results rose with sustainable engagement at 86% while participation

achieved a 96% response rate. The participation rate is an indicator that our associates are confident that their feedback

will lead to meaningful action.

We continue to benchmark ourselves against the highest performing companies. Our results are now included in the Willis

Towers Watson high-performance normative benchmark, which represents the top 5% of companies included in the

survey. To be included in this category, companies must meet the criteria for outstanding financial performance and

human resource practices compared to the industry average.

We continue to look for ways to ensure that our associates can be successful, aspiring to create the place where the best

people come to do their best work. We have changed how the Company works through our Better.Smarter.Faster.

operating system. Better.Smarter.Faster. is a combination of processes, tools, and ways of working that spans from

strategy to people to operating rhythms to problem solving. It is unique to our organization and allows us to drive strategic

alignment, manage change and deliver results. We make decisions based on our values and these values impact how we

treat each other and how we serve our customers.

The information in the EarthLIGHT report and any other information on our website that we may refer to herein is not incorporated by reference into, and

does not form any part of, this Proxy Statement.

Acuity Brands, Inc. | 2025 Proxy Statement | 3

PROXY STATEMENT SUMMARY

Board Composition Highlights

Our Director Nominees

Name and Primary Occupation		Independent	Tenure	Age	Current Committee Membership — AC	CC	GC
●	Neil M. Ashe Chairman, President and Chief Executive Officer ("CEO")		4	57
●	Marcia J. Avedon, Ph.D. Former Executive Vice President, Chief Human Resources, Marketing and Communications Officer, Trane Technologies PLC	●	2	63		●	●
●	W. Patrick Battle Managing Partner, Stillwater Family Holdings	●	10	61		●	●
●	Michael J. Bender Former President and CEO, Eyemart Express, LLC	●	2	63	●		●
●	G. Douglas Dillard, Jr. Managing Partner, Slewgrass Capital, LLC and Slewgrass Partners, LLC	●	7	54	●		●
●	James H. Hance, Jr . Lead Director Operating Executive, The Carlyle Group LP	●	10	80		●	Chair
●	Maya Leibman Former Executive Vice President and Chief Information Officer, American Airlines Group, Inc.	●	4	58		Chair	●
●	Laura G. O'Shaughnessy Co-Founder and Chief Marketing Officer, The Picnic Group, Inc.	●	4	47	●		●
●	Mark J. Sachleben Former Chief Financial Officer and Corporate Secretary, New Relic, Inc.	●	3	59	Incoming Chair	●	●

AC Audit Committee CC Compensation and Management Development Committee GC Governance Committee Member

Acuity Brands, Inc. | 2025 Proxy Statement | 4

PROXY STATEMENT SUMMARY

Board Composition (as of December 12, 2024)

Total Diversity — 50% 5 of 10 of our Current Directors are Diverse		Committees Chairs — 67%	Self-Identify as Women	Independence — 90%	of our Current Directors are Independent
		Age Distribution (Director Nominees)
		61	Average Age of Current Directors	1	<50
				4	50-59
				4	60-69
				1	>70
		Significant Board Refreshment		Board Tenure
		5	New Independent Directors Over Past 5 Years	5.8	Years Average Tenure
4 Self-Identify as Women	2 Self-Identify as Racially Diverse
		Board Tenure
		6			<5 years
(40)%	(20)%	2	6-10 years
		2	>10 years

Acuity Brands, Inc. | 2025 Proxy Statement | 5

PROXY STATEMENT SUMMARY

Skills and Experiences Represented by Director Nominees

Description of Skill or Experience		●	●	●	●	●	●	●	●	●
●	Executive Leadership: Experience as a public company CEO or other executive officer, either current or past; or as a senior executive, division president, or functional leader within a complex organization	●	●	●	●	●	●	●	●	●
●	Corporate Governance: Current or previous service on a public company board of directors; or understanding of public company operating responsibilities and with issues commonly faced by public companies	●	●	●	●	●	●	●	●	●
●	Strategic Growth and Development: Knowledge of strategic planning and mergers and acquisitions in large organizations operating in multiple geographies	●	●	●	●	●	●	●	●	●
●	Operational/Manufacturing: Experience in the oversight of large-scale operations, including manufacturing in industries similar to the ones in which the Company operates	●	●	●	●		●
●	Finance, Accounting, and Capital Markets: Knowledge of finance or financial reporting; experience with debt/ capital market transactions; or experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor	●	●	●	●	●	●	●	●	●
●	Human Capital and Talent Management: Experience in attracting, developing, and retaining talent and building strong cultures	●	●	●	●	●	●	●	●	●
●	Enterprise Risk Management/Sustainability: Experience in oversight of enterprise-wide risk management, including cybersecurity; or experience in creating long-term value by embracing opportunities and managing risks deriving from ESG developments	●	●		●	●	●	●		●
●	Engineering, Technology, and Innovation: Experience in leading edge engineering and technology innovation; experience in digital transformation of a business	●	●	●	●	●	●	●	●	●

Acuity Brands, Inc. | 2025 Proxy Statement | 6

PROXY STATEMENT SUMMARY

Corporate Governance Highlights

Stockholder Engagement

Ongoing engagement and dialogue with our stockholders is important to the Company. We have adopted a robust and

active year-round engagement philosophy that includes outreach for various purposes, including soliciting feedback in

advance of filing this Proxy Statement. Our outreach efforts, led by our Board with input from the Compensation and

Management Development Committee and in partnership with our Senior Vice President, Chief Financial Officer and

Senior Vice President, Chief Human Resources Officer, sought feedback on governance priorities, compensation

programs, and environmental and social issues. In our most recent pre-proxy season engagement cycle:

We contacted — 40	of our top stockholders	We held approximately — 10	meetings with stockholders
representing approximately		representing approximately
64%	of our outstanding common stock	31%	of our outstanding common stock

We engaged with stockholders in the following ways:

Off Season Engagement	Engagement Prior to Annual Meeting	Engagement Around and After Annual Meeting
§ Engaged stockholders to understand their respective viewpoints § Educated stockholders around the Company’s corporate strategy, business developments, and financial position § Engaged stockholders to understand any perception gaps between the Company’s performance and stockholder interpretation of performance	§ Sought feedback on potential matters for stockholder consideration at the Annual Meeting § Discussed any areas of concern that stockholders voiced	§ Provide clarification on matters being voted on after Annual Meeting material is published § Seek feedback on areas of concern to inform the Board’s future decisions

Our Response to Stockholder Feedback Relating to Executive Compensation

The Compensation and Management Development Committee carefully considers feedback from our stockholders

regarding our executive compensation practices, as well as other compensation and governance best practices. The

Compensation and Management Development Committee implemented a series of changes to our executive

compensation program in fiscal 2022 and fiscal 2023 and stockholders responded favorably. Stockholders indicated

continued support for these changes during our annual outreach program. Our say on pay ("Say on Pay") vote results at

the annual meetings of stockholders held in January 2023 and January 2024 illustrate this support, with 95% of votes cast

in favor of Say on Pay at each meeting. The following table summarizes the feedback received from stockholders relating

to executive compensation in recent years and our responses:

Acuity Brands, Inc. | 2025 Proxy Statement | 7

PROXY STATEMENT SUMMARY

Feedback/What We Heard	Response/What We Did
Interest in increased focus on performance-based compensation	§ Beginning in fiscal 2022, our CEO received 75% of his long-term incentive program ("LTIP") award in the form of performance stock units ("PSUs"); the remaining 25% were in the form of restricted stock units ("RSUs") § Beginning in fiscal 2023, other named executive officers ("NEOs") received 60% of their LTIP awards in the form of PSUs (an increase from 50% in fiscal 2022); the remaining 40% were in the form of RSUs (a decrease from 50% in fiscal 2022)
Support of the Company's interest in adding a relative total shareholder return ("rTSR") measure to the LTIP	Beginning in fiscal 2023: § We added PSUs with an rTSR measure for all NEOs § CEO PSU awards (75% of his LTIP award) were allocated such that 50% were based on return on invested capital ("ROIC") in excess of the weighted average cost of capital ("WACC"), and 25% were based on rTSR § Other NEO PSU awards (60% of their LTIP award) were allocated such that 40% were based on ROIC in excess of WACC, and 20% were based on rTSR
Interest in more descriptive disclosure of individual performance goals	§ Beginning in our proxy statement for our 2023 annual meeting, we included enhanced disclosure of individual performance goals in the short-term incentive program ("STIP") for all NEOs (see Key Achievements of our NEOs ).

Corporate Governance Enhancements

Our Board regularly evaluates and enhances our corporate governance practices. Key actions since 2020 include:

§ Continued refreshment of our Board membership, the leadership of our standing committees, and the membership of

our standing committees, including focused succession planning (2020 - 2024)

§ Amended the Company's Bylaws and Certificate of Incorporation to eliminate supermajority voting provisions (2021)

§ Amended the Company's Certificate of Incorporation to allow Bylaw amendment granting stockholders' right to call a

special meeting (2021)

§ Amended our Code of Ethics and Business Conduct to highlight our commitment to: remaining vigilant to prevent

money laundering; designing, sourcing, and producing safe quality products for our customers; and complying with all

requirements for doing business with the government or on publicly funded projects (2023)

§ Amended and Restated our Incentive-Based Compensation Recoupment Policy to comply with recently adopted New

York Stock Exchange ("NYSE") listing standards and Securities and Exchange Commission ("SEC") regulations

governing compensation recovery policies (2023)

§ Amended and Restated our Certificate of Incorporation to provide for exculpation of certain officers of the Company, to

the extent permitted by the Delaware General Corporation Law (2024)

§ Amended our Bylaws to address changes in SEC rules regarding universal proxy cards and changes in Delaware

law (2024)

§ Amended the Company's Anti-Bribery and Anti-Corruption Policy and Whistleblower and Non-Retaliation Policy to

reflect the various laws and regulations in the jurisdictions where we operate as we expand geographically (2024)

Acuity Brands, Inc. | 2025 Proxy Statement | 8

PROXY STATEMENT SUMMARY

Governance Best Practices

The Board takes seriously its responsibility to represent the interests of stockholders and is committed to good corporate

governance. To that end, the Board has adopted a number of policies and processes, including:

Board Independence & Oversight

§ Strong independent Lead Director

§ Robust director refreshment and succession planning

process (5 new independent directors added in the last

5 years)

§ Annual, robust Board and committee

self-evaluation process

§ Oversight of risk management by the Board

§ Oversight of ESG by the Governance Committee

Stockholder Rights

§ Majority voting for directors in uncontested elections

§ Annual election of all directors

§ Proxy access bylaw

§ No stockholder rights plan or “poison pill”

Equity Risk Mitigation

§ Executive and director stock ownership guidelines and

retention requirements until ownership level achieved

§ Prohibitions on hedging and pledging of our

common stock

§ Clawback policy (compliant with and exceeding NYSE

listing standards) for incentive compensation paid to

current and former covered officers

Executive Compensation Highlights

The Compensation and Management Development Committee reviews the Company’s executive compensation program

to determine whether any changes are needed to align our compensation program with long-term stockholder value

creation and strengthen our pay aligned to performance approach to compensation for our NEOs. In fiscal 2023, we

added an rTSR metric to the PSUs for our NEOs and increased the weighting of our LTIP awards of the NEOs (excluding

the CEO, whose LTIP awards were already 75% performance-based) more heavily toward performance. We believe that

these changes strengthened our compensation processes for years to come and were aligned with feedback from our

stockholders. As a result, no further compensation program design changes were made for the fiscal 2024 plan year.

Executive Compensation Strategy

Our compensation strategy is consistent with and supportive of our long-term goals and is founded on the

following principles:

§ alignment of pay and performance;

§ alignment with the Company's business and operating strategy;

§ alignment with stockholder value creation;

§ consistency with peer group and market practice;

§ motivation and retention of key talent; and

§ flexibility to withstand uncertainty and difficulty in a challenging economic climate.

Acuity Brands, Inc. | 2025 Proxy Statement | 9

PROXY STATEMENT SUMMARY

Compensation Program Design

During our stockholder engagement in fiscal 2024 , we shared an overview of our current executive compensation

programs and discussed with interested stockholders program changes implemented during the past few years, such as

the addition of an rTSR metric and increasing the weighting of our performance-based compensation for NEOs. After

reviewing market trends and receiving shareholder support for our programs, we made no compensation program design

changes for fiscal 2024.

The following tables highlight several design changes we implemented in fiscal 2023 and fiscal 2022 in response to

feedback received from our stockholders.

Fiscal 2023 Design Changes
Addition of an rTSR metric in LTIP for all NEOs	§ For the CEO, 75% of the LTIP award was in the form of PSUs, with 50% based on ROIC in excess of WACC, and 25% based on rTSR. § For other NEOs, 60% of the LTIP award was in the form of PSUs, with 40% based on ROIC in excess of WACC, and 20% based on rTSR.
Increased weighting of PSUs in LTIP for non-CEO NEOs to further align with CEO and stockholders	§ The CEO continues to have 75% of the LTIP that is performance-based, which was increased in fiscal 2022. § Other NEOs now have 60% of the LTIP that is performance-based, an increase from 50% in fiscal 2022.

Fiscal 2022 Design Changes
Alignment of CEO performance-based compensation with other NEOs	The CEO participated in the LTIP in fiscal 2022, receiving similar award types as other NEOs. The CEO's weighting was 75% in PSUs and 25% in RSUs, while other NEOs' weighting remained at 50% in both PSUs and RSUs.
Alignment of RSU vesting period with PSU vesting period	The vesting period of RSUs was changed from four years to three years to align with the three-year vesting and performance period of our PSUs.

Acuity Brands, Inc. | 2025 Proxy Statement | 10

PROXY STATEMENT SUMMARY

Compensation Best Practices

What We Do	What We Don't Do
We align pay and performance by providing a greater portion of compensation in incentive compensation We conduct an annual compensation risk assessment to ensure designs of STI and LTI Programs discourage excessive risk taking We conduct an annual review of peers, as well as benchmark pay practices and pay levels to ensure compatibility We retain an independent compensation consultant to advise on director and executive compensation matters We conduct regular outreach with stockholders to discuss and review our executive compensation program We have stock ownership guidelines for all executive officers and directors We have a clawback policy that complies with and exceeds NYSE listing standards, and we include clawback rights in our equity award agreements We limit perquisites We have an annual Say on Pay vote	We do not have employment agreements with executive officers We do not have "single-trigger" provisions for payout of benefits under change in control agreements We do not have tax gross-ups in severance or change in control agreements We do not allow new SERP participants We do not allow executive loans We do not permit hedging or pledging of stock by directors and executive officers We do not pay dividends on equity awards until performance units are earned or time-based awards vest We do not allow repricing or backdating of stock options

What We Do

What We Don't Do

We align pay and performance by providing a greater portion of compensation in incentive compensation We conduct an annual compensation risk assessment to ensure designs of STI and LTI Programs discourage excessive risk taking We conduct an annual review of peers, as well as benchmark pay practices and pay levels to ensure compatibility We retain an independent compensation consultant to advise on director and executive compensation matters We conduct regular outreach with stockholders to discuss and review our executive compensation program We have stock ownership guidelines for all executive officers and directors We have a clawback policy that complies with and exceeds NYSE listing standards, and we include clawback rights in our equity award agreements We limit perquisites We have an annual Say on Pay vote

We do not have employment agreements with executive officers We do not have "single-trigger" provisions for payout of benefits under change in control agreements We do not have tax gross-ups in severance or change in control agreements We do not allow new SERP participants We do not allow executive loans We do not permit hedging or pledging of stock by directors and executive officers We do not pay dividends on equity awards until performance units are earned or time-based awards vest We do not allow repricing or backdating of stock options

Acuity Brands, Inc. | 2025 Proxy Statement | 11

PROXY STATEMENT SUMMARY

Pay and Performance Alignment

At Acuity Brands, the core tenet of our executive compensation philosophy continues to be "pay aligned to performance."

As such, a significant portion of the direct compensation opportunity for our NEOs is variable and "at-risk" since it is based

on the achievement of financial performance goals, the value of our stock, or an individual performance assessment. The

following graphic and table show the various elements of direct compensation and target pay mix for our NEOs. For fiscal

2024 , our CEO’s variable pay represented 88% of total direct compensation opportunity, and for our other NEOs, variable

pay represented on average approximately 77% of total direct compensation opportunity.

ELE MENTS OF FISCAL 2024 DIRECT COMPENSATION

12%

23%

Other

NEOs

77%

Performance-

Based

18%

CEO

88%

Performance-

Based

54%

70%

23%

Vehicle and Measures	Objective
Long-Term Incentive Award
§ For the CEO, weighting is: § 75% PSUs, with 50% based on three-year adjusted ROIC in excess of WACC, and 25% based on rTSR; and § 25% RSUs § For other NEOs, weighting is: § 60% PSUs, with 40% based on three-year adjusted ROIC in excess of WACC, and 20% based on rTSR; and § 40% RSUs	§ Provide variable equity compensation opportunity based on achievement of performance goals over a three-year period; § Reward Company and individual performance; § Drive a balanced perspective of both internal and relative performance over the long-term; § Encourage and reward long-term appreciation of stockholder value; § Encourage long-term retention through three-year performance period associated with PSUs and three-year vesting periods for RSUs; and § Align interests of executives with those of stockholders.
Short-Term Incentive Award
For all NEOs: § Company Performance (80%): § Net sales (34%) § Adjusted operating profit (33%) § Free cash flow (33%) § Individual Performance (20%): § Including ESG Goals	§ Provide variable cash compensation opportunity based on achievement of annual performance goals aligned with business objectives; § Reward focus on operational performance, profitability, and cash flow generation; and § Reward individual performance and ESG goal attainment aligned with Company and stockholder interest.
Base Salary
	§ Provide a competitive level of fixed cash compensation; and § Reward individual performance, level of experience, and responsibility.

Acuity Brands, Inc. | 2025 Proxy Statement | 12

PROXY STATEMENT SUMMARY

Fiscal 2024 Performance

We achieved the following:

Fiscal Year Ended August 31 ($ millions, except diluted earnings per share)
Net Sales
Diluted Earnings Per Share / Adjusted Diluted Earnings Per Share
Net Cash Flow From Operating Activities (GAAP) / Free Cash Flow (Non-GAAP)

(1) This column includes non-GAAP financial measures used by the Board and management to assess the performance of the business. See Appendix A

for reconciliations to the most directly comparable financial measures calculated in accordance with GAAP.

Net sales of $3.84 billion for the year ended August 31, 2024 decreased by $111 million, or 2.8%, compared with the prior-

year period due to declines in sales within our Lighting segment, partially offset by higher sales within our Spaces

segment. Acquisitions and divestitures did not have material impacts on consolidated net sales for the year ended

August 31, 2024 .

Diluted earnings per share for fiscal 2024 was $13.44 compared with $10.76 for the prior-year period, an increase of

$2.68 per share, or 24.9%. The increase in diluted earnings per share reflects higher net income, and lower outstanding

diluted shares. Adjusted diluted earnings per share for fiscal 2024 was $15.56 compared with $14.05 for the prior-year

period, an increase of $1.51 per share or 10.7%. The improvement in adjusted diluted earnings per share reflects higher

adjusted net income, as well as lower outstanding diluted shares.

We generated $619 million of cash flows from operating activities during fiscal 2024 compared with $578 million in the

prior-year period, an increase of $41 million. This increase was due primarily to higher net income in fiscal 2024, partially

offset by higher working capital investments to fund profitable growth. We allocated capital to $64 million in capital

expenditures to support organic growth in our business, $18 million in dividends paid to stockholders, and $89 million, or

454,000, of share repurchases.

Acuity Brands, Inc. | 2025 Proxy Statement | 13

PROXY STATEMENT SUMMARY

Financial Performance Measures for Short-Term Incentive Program

The financial performance measures and their relative weightings are established by the Compensation and Management

Development Committee and ratified by the Board early in the fiscal year. In selecting appropriate performance measures,

the Compensation and Management Development Committee considers management's recommendations, which

incorporate and consider the long- and short-term strategic goals of the Company, and reviews available peer company

information and other market data provided by its compensation consultant.

Each of the financial performance measures shown below may be adjusted to exclude the impact of: (a) special charges

for streamlining efforts and impairments; (b) the distortive effect of business acquisitions and/or dispositions; (c) purchase

accounting adjustments; (d) significant changes in income tax rates or regulations; (e) significant changes in foreign

currency; (f) refinancing or extinguishment of debt; (g) changes in accounting principles or accounting policies; and (h) any

other unusual gain or loss or event deemed appropriate by the Compensation and Management Development Committee.

For fiscal 2024 , there were no adjustments made to these results.

SHORT-TERM INCENTIVE PROGRAM FINANCIAL PERFORMANCE MEASURES — Measure (2)	Weighting	Performance Objectives (1)		Actual (in millions)	Achievement % (rounded)	Weighted Payout % (rounded)
		Threshold	Target	Maximum
Net sales	●	●		$3,841	106%	36%
Adjusted operating profit	●	●		$553	130%	43%
Free cash flow	●	●		$555	132%	44%
				Company Payout Percentage		123%

(1) Threshold, Target, and Maximum are payable at 50%, 100%, and 200%, respectively.

(2) Adjusted operating profit and free cash flow are non-GAAP financial measures. See Appendix B for reconciliations to the most directly comparable

financial measures calculated in accordance with GAAP and information relating to the calculation of these performance measures.

Performance-Based Incentive Compensation

The Compensation and Management Development Committee made no compensation program design changes for our

NEOs for fiscal 2024 , but made key compensation decisions for our NEOs for fiscal 2024 as discussed below.

STIP payouts for fiscal 2024 were based on the achievement of previously established financial performance measures

and the achievement of individual performance goals. Eighty percent (80%) of the cash incentive opportunity could be

earned based on the Company's performance relative to net sales, adjusted operating profit, and free cash flow. The

actual financial performance achieved in reference to the threshold, target, and maximum ranges resulted in

achievements of net sales at 106%, adjusted operating profit at 130%, and free cash flow at 132%. Based on the

weighting of each financial measure, this resulted in a payout based on the Company performance of 123%. Twenty

percent (20%) of the cash incentive opportunity could be earned based on achievement of individual performance goals,

which include ESG goals . Each NEO's final STIP payout was calculated by taking the sum of the individual participant's

base salary multiplied by their STIP target percent, then applying the achievement level of the financial performance

measures and the individual performance level.

The Board granted NEOs equity awards for fiscal 2024 in October 2023 under the LTIP as follows:

§ For the CEO (a) 75% in the form of PSUs that vest, if at all, three years from the grant date based on performance, and

(b) 25% in the form of RSUs that vest ratably over a three-year period.

§ For all other NEOs (a) 60% in the form of PSUs that vest, if at all, three years from date of grant based on performance,

and (b) 40% in the form of RSUs that vest ratably over a three-year period.

The actual number of PSUs earned will be determined at the end of the three-year period based on the level of

achievement of adjusted ROIC in excess of established WACC thresholds and our relative ranking against the S&P 400

Capital Goods Index, both of which may allow for an earned payout up to two times the number of PSUs

originally awarded. If the threshold financial performance measures are not achieved, no PSUs are earned.

Acuity Brands, Inc. | 2025 Proxy Statement | 14

Corporate Governance at Acuity Brands

ITEM 1: ELECTION OF DIRECTORS

The Board has nominated the nine current directors listed below to be re-elected to serve a one-year term expiring at

our next annual meeting of stockholders or until a successor is elected or qualified. After years of valuable service, Ms.

Winston will not stand for election at the Annual Meeting. Our Board expresses its deep appreciation to Ms. Winston

for her many contributions to the Company during her seven-year term including her strong leadership as the Chair of

our Audit Committee.

Neil M. Ashe

Marcia J. Avedon, Ph.D.

W. Patrick Battle

Michael J. Bender

G. Douglas Dillard, Jr.

James H. Hance, Jr.

Maya Leibman

Laura G. O'Shaughnessy

Mark J. Sachleben

Our Bylaws provide that the number of directors constituting the Board shall be determined from time to time by the

Board. Currently, the number of directors constituting the Board is fixed at ten. The Board has determined to reduce the

number of directors constituting the Board to nine, effective immediately following the Annual Meeting. All of the director

nominees listed above were recommended to the Board for re-election by the Governance Committee. If elected, each

nominee will hold office for a one-year term expiring at our next annual meeting or until a successor is elected or qualified.

Our Corporate Governance Guidelines provide that persons will not be nominated for election after their 75th birthday

unless the Board, on the recommendation of the Governance Committee, determines that due to unique or extenuating

circumstances it is in the best interests of the Company and its stockholders to waive such limitation. Directors are

expected to offer to resign as of the annual meeting following their 75th birthday. The Board waived the age requirement

for Mr. Hance, age 80, who has been nominated for election at this Annual Meeting. An additional one-year term for Mr.

Hance will provide continuity during our ongoing board review and refreshment process, as well as allow the Company to

continue to benefit from his diverse skills and experience.

The persons named in the accompanying proxy, or their substitutes, will vote for the election of the nine nominees. No

proposed nominee is being elected pursuant to any arrangement or understanding between the nominee and any other

person or persons. All nominees have consented to stand for election at this meeting. If any of the proposed nominees

become unable or unwilling to serve, the persons named as proxies in the accompanying proxy, or their substitutes, shall

have full discretion and authority to vote or refrain from voting for any substitute nominees in accordance with their

judgment.

A summary of each director nominee’s business experience and qualifications, other public company directorships held

currently or in the last five years, and membership on the standing committees of the Board of the Company is below.

The Board recommends that you vote FOR each of the Director Nominees.

Acuity Brands, Inc. | 2025 Proxy Statement | 15

CORPORATE GOVERNANCE AT ACUITY BRANDS

Director Information

Board Skills and Experience Summary

●	Executive Leadership: Experience as a public company CEO or other executive officer, either current or past; or a senior executive, division president, or functional leader within a complex organization	●
●	Corporate Governance: Current or previous service on a public company board of directors; or understanding of public company operating responsibilities and with issues commonly faced by public companies	●
●	Strategic Growth and Development: Knowledge of strategic planning and mergers and acquisitions in large organizations operating in multiple geographies	●
●	Operational/Manufacturing: Experience in the oversight of large-scale operations, including manufacturing in industries similar to the ones in which the Company operates	●
●	Finance, Accounting, and Capital Markets: Knowledge of finance or financial reporting; experience with debt/capital market transactions; or experience as a principal financial officer, principal accounting officer, controller, public accountant, or auditor	●
●	Human Capital and Talent Management: Experience in attracting, developing, and retaining talent and building strong cultures	●
●	Enterprise Risk Management/Sustainability: Experience in oversight of enterprise-wide risk management, including cybersecurity; or experience in creating long-term value by embracing opportunities and managing risks deriving from ESG developments	●
●	Engineering, Technology, and Innovation: Experience in leading edge engineering and technology innovation; experience in digital transformation of a business	●

Acuity Brands, Inc. | 2025 Proxy Statement | 16

CORPORATE GOVERNANCE AT ACUITY BRANDS

Director Nominees

●
NEIL M. ASHE Director Since: 2020 Age: 57 Non-Independent (Chairman, President and Chief Executive Officer) Committees: None

●
MARCIA J. AVEDON, Ph.D. Director Since: 2022 Age: 63 Independent Committees: Compensation and Management Development; Governance

Acuity Brands, Inc. | 2025 Proxy Statement | 17

CORPORATE GOVERNANCE AT ACUITY BRANDS

●
W. PATRICK BATTLE Director Since: 2014 Age: 61 Independent Committees: Compensation and Management Development; Governance

●
MICHAEL J. BENDER Director Since: 2022 Age: 63 Independent Committees: Audit; Governance

Acuity Brands, Inc. | 2025 Proxy Statement | 18

CORPORATE GOVERNANCE AT ACUITY BRANDS

●
G. DOUGLAS DILLARD, JR. Director Since: 2017 Age: 54 Independent Committees: Audit; Governance

●
JAMES H. HANCE, JR. Director Since: 2014 Age: 80 Independent Committees: Compensation and Management Development; Governance (Chair)

Acuity Brands, Inc. | 2025 Proxy Statement | 19

CORPORATE GOVERNANCE AT ACUITY BRANDS

●
MAYA LEIBMAN Director Since: 2020 Age: 58 Independent Committees: Compensation and Management Development (Chair); Governance

●
LAURA G. O'SHAUGHNESSY Director Since: 2020 Age: 47 Independent Committees: Audit; Governance

Acuity Brands, Inc. | 2025 Proxy Statement | 20

CORPORATE GOVERNANCE AT ACUITY BRANDS

●
MARK J. SACHLEBEN Director Since: 2021 Age: 59 Independent Committees: Compensation and Management Development; Governance

Acuity Brands, Inc. | 2025 Proxy Statement | 21

CORPORATE GOVERNANCE AT ACUITY BRANDS

Director Nomination Process

Annual Assessment of Size, Composition, and Structure

The Governance Committee, comprised of all of our independent directors, is responsible for recommending to the Board

the director nominees to be elected by our stockholders each year at our annual meeting of stockholders. The

Governance Committee is also responsible for recommending to the Board any nominees for appointment to fill a new

Board seat or Board vacancy. To fulfill these responsibilities, the Governance Committee annually assesses the

requirements of the Board and makes recommendations to the Board regarding its size, composition, and structure.

Incumbent Nominations

In determining whether to nominate an incumbent director for re-election, the Governance Committee, in consultation with

the Board Chair and the Lead Director, evaluates each incumbent director’s continued service in light of the current

assessment of the Board’s requirements, taking into account factors such as evaluation of the incumbent’s performance.

Identification and Consideration Process of a New Nominee

1	Identification of Qualified Candidates
The Governance Committee first identifies a qualified candidate or candidates. Candidates may be identified through: the engagement of an outside search firm; recommendations from independent directors, the Board Chair, management or other advisors to the Company; or stockholder recommendations.
2	Review of Qualifications
The Governance Committee reviews the qualifications of each candidate. As expressed in our Corporate Governance Guidelines, we do not set specific criteria for directors, but the Governance Committee reviews the qualifications and skills of each candidate, including, but not limited to, the candidate’s experience, judgment, diversity, and experience in or knowledge of marketing, innovation, manufacturing, cybersecurity, software, electronic and distribution technologies, international operations, and accounting or financial management.
3	Candidate Interview
Final candidates are interviewed by multiple Governance Committee members, as well as the Board Chair and the Lead Director (who currently is the Governance Committee Chair).
4	Recommendation
The Governance Committee makes a recommendation to the Board based on its review, the results of interviews with the candidates, and all other available information.
5	Final Decision
The Board makes the final decision on whether to invite a candidate to join the Board after completion of independence, reference, and background checks.
6	Invitation
The Board-approved invitation is extended by the Governance Committee Chair and the Board Chair.

Acuity Brands, Inc. | 2025 Proxy Statement | 22

CORPORATE GOVERNANCE AT ACUITY BRANDS

Importance of Board Diversity

Our Corporate Governance Guidelines provide that the Governance Committee should consider diversity when

reviewing the appropriate experience, skills, and characteristics required of directors. In evaluating director

candidates, the Governance Committee considers the diversity of the experience, skills, and characteristics that

each candidate brings to the Board and whether the candidate’s background, qualifications and characteristics will

complement the overall membership of the Board. For purposes of Board composition, diversity also may include,

among other unique characteristics, age, gender, ethnicity, race, national origin, and/or geographic background. The

Governance Committee and the Board seek to maintain a Board comprised of talented and dedicated directors with

a diverse mix of skills, backgrounds, and expertise in areas that will foster the Company's continued business

success and that will reflect the diverse nature of the business environment in which we operate. The Board

maintains a Board Diversity Policy which is available on the Company's website at www.acuitybrands.com under

For Investors then Governance—Committee Charters & Governance Documents .

Importance of Time Commitment

The Board believes that directors must be willing to devote sufficient time to carrying out their duties and

responsibilities effectively and should be committed to serve on the Board for an extended period of time. Therefore,

our Corporate Governance Guidelines generally prohibit (i) an outside director from serving on more than four public

company boards (including our Board) at one time, (ii) our CEO from serving on more than two public company

boards (including our Board) at one time, and (iii) the Board Chair or Lead Director from serving on more than three

public company boards (including our Board).

Stockholder Recommendations for Candidates for Director

Pursuant to a policy adopted by the Board, the Governance Committee will consider recommendations for candidates for

director from stockholders made in writing via certified mail and addressed to the attention of the Chair of the Governance

Committee, c/o Corporate Secretary, Acuity Brands, Inc., 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia

The Governance Committee will consider such recommendations on the same basis as those from other sources.

Stockholders making recommendations for candidates for director should provide the same information required for

director nominations by stockholders at an annual meeting, and such recommendations must be received by the

Company in accordance with the advance notice provision of our Bylaws, each as explained in the section entitled Next

Annual Meeting—Stockholder Proposals and Director Nominations .

Proxy Access Nominations

Our Bylaws enable a stockholder, or a group of up to 20 stockholders, owning 3% or more of our outstanding common

stock continuously for at least three years to nominate and include in our proxy materials director candidates constituting

up to the greater of 20% of the number of directors then in office or two directors, subject to the requirements specified in

our Bylaws. Stockholders who wish to nominate director candidates for inclusion in our proxy materials under our proxy

access Bylaw provisions must satisfy the requirements (including, but not limited to, the timelines) in our Bylaws as

described in the section entitled Next Annual Meeting—Stockholder Proposals and Director Nominations . The Board

expects to evaluate any director candidates nominated through the proxy access process in a manner similar to that used

to evaluate other director candidates.

Acuity Brands, Inc. | 2025 Proxy Statement | 23

CORPORATE GOVERNANCE AT ACUITY BRANDS

Board Refreshment and Succession Planning Over the past five years, we have added skills, expertise, and diversity to the Board with the addition of Mr. Bender (September 2022), Dr. Avedon (June 2022), Mr. Sachleben (August 2021), Ms. O'Shaughnessy (June 2020), and Ms. Leibman (February 2020) in such areas as executive leadership, strategic growth and development, engineering, technology, innovation, finance, accounting, human capital and talent management, enterprise risk management, and sustainability. It is the intention of the Board to continue this refreshment process over the coming years as we plan for the retirement of certain members of the Board, when additional skills and expertise are identified during the annual assessment process, or as a result of our strategic planning process. 5 new independent directors since 2020

Director Independence

The Board is responsible for supervising the management of the Company. The Board has reviewed and determined that

all of its current members, except Neil M. Ashe, the Chairman, President and CEO, have no material relationship with the

Company and are independent, based on the listing standards of the NYSE, the categorical standards in our Corporate

Governance Guidelines, and a finding of no other material relationships. Our Corporate Governance Guidelines are

available on our website at www.acuitybrands.com under For Investors then Governance—Committee Charters &

Governance Documents .

Acuity Brands, Inc. | 2025 Proxy Statement | 24

CORPORATE GOVERNANCE AT ACUITY BRANDS

Board and Committees

Board Leadership Structure

The Board believes that no single leadership structure fits all organizations. The Board, using its diverse skills and

experience, considers the most appropriate leadership structure for our Company based on the specific circumstances

and challenges we face. The independent Board members challenge management and demonstrate independence and

free thinking as necessary to ensure effective oversight. The Board also prioritizes stockholder engagement and

discusses feedback received. As a result, the Board is in the best position to evaluate the relative benefits and challenges

of different Board leadership structures, and ultimately decides which one best serves the interests of all of our

stakeholders. The independent directors, therefore, believe that the Company's current structure, with an independent

Lead Director and standing committees consisting entirely of independent directors, provides strong independent

leadership and oversight, as well as efficient and clear leadership, communication, and administration.

Duties and Responsibilities of the Board Chair

Our Corporate Governance Guidelines provide that whenever the Board Chair is a member of management, there will be

an independent Lead Director. Some of the responsibilities of the Board Chair include, but are not limited to:

§ facilitating the flow of information between management and the Board;

§ providing an appropriate amount of management oversight;

§ facilitating the efficient operation of the Board by ensuring the Board is fulfilling its obligations and duties; and

§ framing effective strategic alternatives based on extensive knowledge of the Company and the industry in which

it operates.

Acuity Brands, Inc. | 2025 Proxy Statement | 25

CORPORATE GOVERNANCE AT ACUITY BRANDS

Duties and Responsibilities of the Lead Director

Our Lead Director is an independent director appointed each year by the independent members of the Board after the

annual meeting of stockholders. The Lead Director’s responsibilities, as described in our Corporate Governance

Guidelines, include:

§ providing oversight to ensure the Board works in an independent, cohesive fashion;

§ ensuring Board leadership in the absence or incapacitation of the Board Chair;

§ chairing Board meetings when the Board Chair is not in attendance;

§ coordinating with the Board Chair to ensure the conduct of the Board meeting provides adequate time for

serious discussion of appropriate issues and that appropriate information is made available to Board members on a

timely basis;

§ chairing executive sessions and acting as liaison between the independent directors and the Board Chair on matters

raised in such sessions; and

§ coordinating with the Board Chair and CEO, or if they are not the same person, the CEO, to set the agenda for

Board meetings.

In addition, the Lead Director meets separately each quarter with our General Counsel and is entitled to request material

and receive notice of and attend all Board committee meetings and to discuss other matters, as needed, directly with our

General Counsel.

The Board believes that having an independent Lead Director whose responsibilities closely parallel those of an

independent chair ensures that the appropriate level of independent oversight is applied to all Board decisions.

Our Corporate Governance Guidelines provide that our Board will include a majority of independent directors. Nine of our ten current directors are independent. Eight of our nine director nominees are independent. In addition, only independent directors serve as members of the Audit Committee, the Compensation and Management Development Committee, and the Governance Committee. Each of the standing committees is led by a committee chair who sets the agenda for the committee and reports to the full Board on the committee’s work. The independent members of the Board and the independent members of each of the standing committees meet quarterly in executive session. 90% Independent (Current Directors)

Committees of the Board

The Board has delegated certain functions to the Audit Committee, the Compensation and Management Development

Committee, and the Governance Committee. Our committee Charters describe the responsibilities of each standing

committee. The Board annually reviews the composition of our standing committees to consider and determine

opportunities for committee membership rotation and succession planning. For information about where to access the

Charters, see Governance Policies and Procedures .

Acuity Brands, Inc. | 2025 Proxy Statement | 26

CORPORATE GOVERNANCE AT ACUITY BRANDS

Audit Committee — Members:*	Roles and Responsibilities of the Committee:	Number of Meetings Held in Fiscal 2024:
Mary A. Winston (Chair) (1) Michael J. Bender G. Douglas Dillard, Jr. Laura G. O'Shaughnessy	§ Matters pertaining to our auditing, internal control, financial reporting, and financial risk exposures (including cybersecurity), as set forth in the Audit Committee’s report (see Report of the Audit Committee ) and in its Charter. § Each quarter, the Audit Committee meets separately with the independent registered public accounting firm, the internal auditor, the Chief Financial Officer, the General Counsel, and the Chief Compliance Officer without other management present. § Annually, the Audit Committee evaluates the performance of the independent registered public accounting firm in relation to its functions and responsibilities (see Selection and Engagement of the Independent Registered Public Accounting Firm ).	5
* Each member of the Audit Committee is independent under the requirements of the SEC and the Sarbanes-Oxley Act of 2002. In addition, the Board has determined that each member of the Audit Committee meets the current independence and financial literacy requirements of the listing standards of the NYSE. The Board has determined that each of the members of the Audit Committee satisfy the “audit committee financial expert” criteria adopted by the SEC and that each of them has accounting and related financial management expertise required by the listing standards of the NYSE.
(1) As part of the Board's Committee rotation and succession planning process, effective as of the date of the Annual Meeting, subject to his re-election, Mr. Sachleben will become the Chair of the Audit Committee. Mr. Sachleben is independent and financially literate and qualifies as an audit committee financial expert.

Compensation and Management Development Committee — Members:*	Roles and Responsibilities of the Committee:	Number of Meetings Held in Fiscal 2024:
Maya Leibman (Chair) Marcia J. Avedon, Ph.D. W. Patrick Battle James H. Hance, Jr. Mark J. Sachleben (1)	§ Matters relating to the evaluation and compensation of the executive officers and non-employee directors, as described in its Charter. § Matters relating to management development and succession. § At most regularly scheduled meetings, the Compensation and Management Development Committee meets privately with an independent compensation consultant without management present. § Annually, the Compensation and Management Development Committee evaluates the performance of the independent compensation consultant in relation to the its functions and responsibilities.	5
* Each member of the Compensation and Management Development Committee is independent under the listing standards of the NYSE and a non-employee director under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, the Board has determined that each member of the Compensation and Management Development Committee meets the additional independence requirements applicable to compensation committees under NYSE listing standards.
(1) As part of the Board's Committee rotation and succession planning process, effective as of the date of the Annual Meeting and subject to his re-election, Mr. Sachleben will rotate out of the Compensation and Management Committee and become the Chair of the Audit Committee.

Acuity Brands, Inc. | 2025 Proxy Statement | 27

CORPORATE GOVERNANCE AT ACUITY BRANDS

Compensation Committee Interlocks and Insider Participation

The directors who served on the Compensation and Management Development Committee of the Board during the fiscal

year ended August 31, 2024 , were Marcia J. Avedon, Ph.D., W. Patrick Battle, James H. Hance, Jr., Maya Leibman, and

Mark J. Sachleben. None of these individuals are, or ever have been, officers or associates of the Company. During fiscal

2024 , none of our executive officers served as a director or on the compensation committee of any entity for which any of

these individuals served as an executive officer, and there were no other compensation committee interlocks with the

entities with which these individuals or our other directors are affiliated.

Governance Committee — Members:*	Roles and Responsibilities of the Committee:	Number of Meetings Held in Fiscal 2024 :
James H. Hance, Jr. (Chair) Marcia J. Avedon, Ph.D. W. Patrick Battle Michael J. Bender G. Douglas Dillard, Jr. Maya Leibman Laura G. O'Shaughnessy Mark J. Sachleben Mary A. Winston (1)	§ Reviewing matters pertaining to the composition, organization, and practices of the Board. § Recommending changes to the Corporate Governance Guidelines. § Recommending changes to and overseeing the administration of the Code of Ethics and Business Conduct. § Overseeing our ESG initiatives through our EarthLIGHT program. § Periodic evaluation of the Board and individual directors. § Recommending to the full Board a slate of directors for election by stockholders at the annual meeting and candidates to fill a new Board position or any vacancies on the Board as explained in greater detail in the section entitled Director Nomination Process .	4
* The Board has determined that each member of the Governance Committee is independent under the listing standards of the NYSE.
(1) Ms. Winston's service on the Board will end as of the date of the Annual Meeting.

Director Engagement

Board Meetings and Attendance

During the fiscal year ended August 31, 2024 , the Board held five regular meetings. Each incumbent member of the Board

attended 75% or more of the aggregate of (i) the total number of meetings of the Board held during fiscal 2024 (during the

period for which such person served as a director), and (ii) the total number of meetings of each committee of the Board

held during fiscal 2024 (during the period for which such person served as a member of the committee).

The Company does not have a formal policy regarding director attendance at its annual meeting of stockholders, but

expects directors to attend. All directors attended the most recent annual meeting.

Meetings of Non-Management Directors

Our Corporate Governance Guidelines provide that all non-management directors meet in executive session outside the

presence of the CEO and other Company personnel during a portion of each of the Board’s meetings. As discussed

above, the Lead Director chairs these executive sessions and develops the agenda for each executive session.

Beyond the Boardroom

Our directors routinely receive updates on the Company's strategy and operations from members of the management

team during quarterly meetings that allow continued engagement with our associates who are involved in day-to-day

operations. In addition, the members of the Board may periodically visit one or more of the Company's operating facilities.

When a new director is elected to the Board, the Company's senior leadership team conducts an orientation that covers

such topics as strategy, product innovation, industry overview, sales and marketing strategies, supply chain and sourcing

management, financial highlights and planning, legal entity structure, and a general overview of the Company's

governance policies and practices, including a review of a director's fiduciary duties.

Acuity Brands, Inc. | 2025 Proxy Statement | 28

CORPORATE GOVERNANCE AT ACUITY BRANDS

Board Evaluation Process

The Board believes in a robust self-evaluation process. The Board performs a full Board evaluation each year that

includes an assessment of each Committee. The evaluation process described below is managed by the Corporate

Secretary's office with oversight by the Governance Committee. The Governance Committee may retain an independent

third party to assist in the evaluation process if deemed appropriate.

1	Completion of Questionnaires
All members of the Board complete a detailed confidential questionnaire on the performance of the full Board on such topics as: alignment with the Company's mission, vision, values and long-term strategies and goals; effectiveness and commitment to fiduciary responsibilities; oversight of Company's long-term strategy and risk management; support of a culture of mutual trust and open communications; review of Board and committee composition relating to skills, expertise, diversity, size, and succession; feedback on the information provided to the Board and its committees relating timing and relevance of information from management and other advisors; productiveness and length of meetings; and effectiveness of the Board's leadership in areas of oversight, onboarding, succession planning, and facilitation.
2	Committee Self-Evaluation
Each standing committee also conducts self-evaluations with results being reported by each standing committee chair to the Board. The committee self-evaluations consider: committee size; experience and skills of each committee member; appropriateness of committee responsibilities; length and content of quarterly meetings; communication among committee members; and other topics as deemed specifically appropriate by each standing committee.
3	Data Analysis
Information is collected and analyzed, and a written report summarizing the responses is prepared and provided to the Board Chair and the Lead Director.
4	Discussion
The Board Chair and Lead Director review and discuss the summary report with the Governance Committee and/ or the Board.
5	Follow-Up
Matters requiring follow-up are addressed by the Lead Director/Chair of the Governance Committee and the Board Chair.

Acuity Brands, Inc. | 2025 Proxy Statement | 29

CORPORATE GOVERNANCE AT ACUITY BRANDS

Board Responsibilities

Strategic Oversight

The Board and its standing committees are involved in oversight of our strategy, including, but not limited to, major

business and organizational initiatives, capital allocation, and potential business development opportunities. Each quarter

the Board receives operational reports from senior leaders on key business activities and discusses the reports with the

senior leaders, as well as in a separate discussion amongst the Board and our executive officers. At least annually, the

Board discusses the Company's long-term strategy and three-year outlook, as well as the Company's one-year plan. The

standing committees oversee elements of our strategy associated with their respective areas of responsibility.

Board Risk Oversight

While our management team is responsible for the day-to-day management of risk, the Board has oversight responsibility

of our risk-management programs. As outlined below, the Board delegates certain elements of its risk oversight function to

its various standing committees. Each committee provides a report of its activities on a quarterly basis to the full Board,

including, where applicable, the individual committee's risk oversight activity. We believe that this structure supports

effective risk oversight by the Board. We also encourage open communication between management and directors with

respect to risk oversight.

FULL BOARD AND COMMITTEES

Board Oversight Pursuant to our Corporate Governance Guidelines, it is the Board’s role to provide oversight of the Company’s risk management processes. The Board receives quarterly updates, where applicable, on various risks from each committee chair. In addition to the committees’ work in overseeing risk management, our Board regularly discusses significant risks that the Company may be facing.
	●
Audit Committee	Compensation and Management Development Committee	Governance Committee
Oversight responsibilities include meeting with management to discuss major financial risk exposures (including cybersecurity risks and the impact of emerging technologies, including but not limited to artificial intelligence) and the steps management has taken to monitor and control the Company’s exposure to risk, including policies with respect to financial risk assessment and risk management.	Considers risk in acquiring and retaining human capital, as well as in designing the compensation program. The goal of the latter being to appropriately balance short-term incentives and long-term performance. A discussion of the compensation risk analysis conducted by the Compensation and Management Development Committee is included in the Compensation Discussion and Analysis later in this Proxy Statement.	Responsible for the composition and evaluation of the Board and its standing committees. Also, specifically charged with oversight of the Company's ESG programs (EarthLIGHT) and policies and any associated risks, and with oversight of the Company's Code of Ethics and Business Conduct.
●
Management routinely presents to the Audit Committee risk management and enterprise risk management reports identifying and evaluating key risks, including cybersecurity risks, and how these risks are being managed. Management provides updates throughout the year of any material changes to the risk profile and reports on any newly identified risks. In addition, at least once a year, management provides a report on the Company's cybersecurity program, risks and strategy to the full Board.

Acuity Brands, Inc. | 2025 Proxy Statement | 30

CORPORATE GOVERNANCE AT ACUITY BRANDS

Succession Planning and Human Capital Management

The Board and our Compensation and Management Development Committee routinely review the Company’s plans for

development and succession for key management positions and provide guidance to management on these plans.

Human capital management, including our inclusion and belonging initiatives previously discussed, is extremely important

to the success of our business and strategies, and we recognize that it requires continued investment in our associates.

The Board takes an active interest in the capabilities required to enable the strategies, as well as the continuing evolution

of our human capital capabilities. Acuity Brands is an equal opportunity employer, and we are committed to making

employment decisions without regard to race, color, religion, national or ethnic origin, sex, sexual orientation, gender

identity or expression, age, disability, protected veteran status, or other characteristics protected by law. We seek to retain

our associates through competitive compensation and benefits, as well as challenging work experiences with increasing

levels of responsibility. We strive to engage our associates in ways that will enhance their personal well-being and

promote job satisfaction.

Human Capital Management in Fiscal 2024

●	Associate Engagement, Workplace Culture, and Associate Value Proposition Continued our focus on our Listening Strategy and associate engagement action planning - increasing overall year-over-year sustainable engagement and improving in every focus area identified from the previous year. Our overall results are now included in the Willis Towers Watson high-performance normative benchmark group, which represents the top 5% of companies included in the survey.
●	Inclusion and Belonging Improved our inclusion index score by using our values to guide our business actions. Broadened our learning about the obstacles to associate success by listening to and engaging our associates.
●	Health and Well-Being Continued to support the well-being of our associates and their families by introducing an employer-paid musculoskeletal program to provide access to virtual physical therapy, increasing fertility and adoption benefit maximums, and continuing education on physical and mental health resources available to associates.
●	Management Development and Associate Training Continued to expand our management effectiveness series focused on coaching to performance. Continued to scale a digital platform with learning content and resources to help associates expand their knowledge, skills, and abilities.
●	Associate Compensation Focused on our competitive positioning of our global pay, pay equity, and pay transparency and intentional pay decisions that are directly aligned to our annual talent review discussions.

Contacting the Board of Directors

The Board has adopted a policy that allows stockholders and other interested parties to communicate directly with the

Board as a group by writing to the Board Chair, with our non-management directors as a group by writing to the Chair of

the Governance Committee, and with members of the Audit Committee as a group by writing to the Chair of the Audit

Committee, each in care of the Corporate Secretary at our principal executive offices. Our principal executive offices are

located at 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309. All communications will be forwarded

promptly by the Corporate Secretary to the appropriate Board member.

Acuity Brands, Inc. | 2025 Proxy Statement | 31

CORPORATE GOVERNANCE AT ACUITY BRANDS

Governance Policies and Procedures

Corporate Governance Practices

Our Board has approved a number of changes to our corporate governance practices over the past several of years. Key

actions since 2020 include:

Board Refreshment (2020-2024). Continued refreshment of our Board membership, the leadership of our standing

committees, and the membership of our standing committees, including focused succession planning.

Amendment of our Certificate of Incorporation and Bylaws to Remove Supermajority Provisions (2021). We

amended our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws to eliminate

supermajority voting provisions relating to amendments to the Amended and Restated Certificate of Incorporation and the

Amended and Restated Bylaws and the removal of directors.

Amendment of our Certificate of Incorporation and Bylaws to Permit Stockholders to Call a Special Meeting

(2021). We amended our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws to

grant stockholders holding 20% or more of the Company's outstanding common stock the ability to call a special meeting

of stockholders.

Code of Ethics and Business Conduct (2023). We amended our Code of Ethics and Business Conduct to highlight our

commitment to: remaining vigilant to prevent money laundering; designing, sourcing, and producing safe quality products

for our customers; and complying with all requirements for doing business with the government or on publicly funded

projects.

Amendment and Restatement of our Incentive-Based Compensation Recoupment Policy (2023). We amended and

restated our Incentive-Based Recoupment Policy to comply with recently adopted NYSE listing standards and SEC

regulations governing compensation recovery policies. Under our policy as amended and restated, if we are required to

prepare certain types of accounting restatements, we will be required to recover or “claw back” incentive-based

compensation from any current or former executive officer, including our NEOs. We also may recover such compensation

from our executive officers’ direct reports.

Amendment of our Certificate of Incorporation to Provide for Exculpation of Certain Officers of the Company

(2024) . We amended our Amended and Restated Certificate of Incorporation to provide for the exculpation of certain

officers of the Company against personal liability, to the extent permitted by the Delaware General Corporation Law.

Amendment of our Bylaws to Address Changes in SEC Rules Regarding Universal Proxy Cards and Changes in

Delaware Law (2024). We amended our Amended and Restated Bylaws to address procedural mechanics and disclosure

requirements resulting from universal proxy card rules and to address certain Delaware General Corporation Law

provisions.

Anti-Bribery and Anti-Corruption Policy and Whistleblower and Non-Retaliation Policy (2024). We amended the

Company's Anti-Bribery and Anti-Corruption Policy and Whistleblower and Non-Retaliation Policy to reflect the various

laws and regulations in the jurisdictions where we operate as we expand geographically.

Acuity Brands, Inc. | 2025 Proxy Statement | 32

CORPORATE GOVERNANCE AT ACUITY BRANDS

Corporate Documents and SEC Filings

The following governance documents are available on our website at www.acuitybrands.com under For Investors then

Governance — Committee Charters & Governance Documents .

§ Certificate of Incorporation § Bylaws § Corporate Governance Guidelines § Audit Committee Charter § Compensation and Management Development Committee Charter § Governance Committee Charter § Board Diversity Policy § Policy Regarding Interested Party Communications with Directors § Policy on Stockholder Recommendations for Board of Director Candidates § Anti-Bribery and Anti-Corruption Policy § Code of Ethics and Business Conduct § Whistleblower and Non-Retaliation Policy § Stock Ownership Guidelines Policy § Policy on Political Activities and Public Policy Engagement § Incentive-Based Compensation Recoupment Policy

Copies of any of these documents will be furnished to any interested party by written request to the Corporate Secretary,

Acuity Brands, Inc., 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309. Our SEC filings, including Section

16 filings, are available on our website at www.acuitybrands.com under For Investors then Financials — SEC Filings .

Our proxy materials and annual report are available on our website at www.acuitybrands.com under For Investors then

Download Center . Information on or connected to our website is not, and should not be, considered a part of this Proxy

Statement.

Compensation of Directors

Non-Employee Director Compensation

The compensation program of our non-employee directors is designed to achieve the following goals:

§ compensation should fairly pay directors for work required for a company of our size and scope;

§ compensation should align directors’ interests with the long-term interests of stockholders; and

§ the structure of the compensation should be simple, transparent, and easy for directors and stockholders

to understand.

Mr. Ashe, who is an employee of the Company, receives no additional compensation for serving as a director.

Director Fees

The compensation paid to our non-employee directors for their service on our Board and its committees is reviewed

periodically with the assistance of the Compensation and Management Development Committee's independent

compensation consultant using comparative data from the same peer companies that the Compensation and

Management Development Committee uses to evaluate executive officer compensation. The Committee also reviews

general industry practices for companies similar in revenue size to the Company. The last adjustment of non-employee

director compensation occurred in fiscal 2023. In fiscal 2024, the Compensation and Management Development

Committee reviewed the non-employee director compensation program and recommended to the Board that no changes

be made. A summary of the fiscal 2024 annual fees, which include a cash portion and a non-cash portion, and other

compensation paid to directors is below.

Acuity Brands, Inc. | 2025 Proxy Statement | 33

CORPORATE GOVERNANCE AT ACUITY BRANDS

OTHER COMPENSATION (3)
Independent Lead Director Fee:	$30,000
Audit Committee Chair Fee:	$25,000
Compensation and Management Development Committee Chair Fee:	$20,000
Governance Committee Chair Fee:	$15,000
Board Meeting Fee (for meetings in excess of six per fiscal year) :	$2,000
Committee Meeting Fee (for meetings in excess of six per fiscal year) :	$1,500

$95,000

ANNUAL FEES

In Effe ct Since January 2023

$250,000

Total Annual Fees

$155,000

(1) Approximately 38% of the annual fee for fiscal 2024 was payable in cash. This portion of the annual fee may, at the director's election, be deferred as

described below.

(2) Approximately 62% of the annual fee for fiscal 2024 was payable in equity. This portion is required to be deferred into stock units until the director

achieves the Stock Ownership Guidelines requirement described below. Once the Stock Ownership Guidelines requirement has been met, directors may

annually elect to receive this Non-Cash Portion in the form of a restricted stock award or a deferred restricted stock unit award as described below.

(3) Any lead director, chair, or meeting fees, which are payable in cash, may also be deferred as described below.

We pay fees to our directors in a single payment after the annual meeting at which the director is elected for a one-year

term. As shown above, the annual fee is split into a Cash and Non-Cash Portion. Each director may elect the payment

form of each portion of their annual fee, subject, in some cases, to our Stock Ownership Guidelines.

Cash Portion. Each director may elect to have the Cash Portion paid in either cash or deferred into the Amended and

Restated 2011 Director Deferred Compensation Plan (the "Amended 2011 NEDC"). Amounts deferred into the Amended

2011 NEDC may be credited into either an interest-bearing cash fund or into a stock unit fund. The value of the stock unit

fund mirrors the value of the Company's common stock and earns cash dividends that are credited to the interest-bearing

cash fund. See Director Deferred Compensation Plan below for more details about the distribution provisions of

this plan.

Non-Cash Portion. Each director may elect to have the Non-Cash Portion paid in either a restricted stock award ("RSA")

or a deferred restricted stock unit award ("DSU") pursuant to the Amended and Restated 2012 Omnibus Stock Incentive

Compensation Plan (the "Omnibus Incentive Plan") if the director has met the Stock Ownership Guidelines requirement.

Prior to meeting the Stock Ownership Guidelines requirement, the Non-Cash Portion will be paid in the form of a DSU.

RSAs and DSUs become fully vested on the first anniversary of the grant date, or, if earlier, the date of the next

subsequent annual meeting of stockholders. Both RSAs and DSUs earn dividend equivalents during the vesting period at

a rate equal to the dividends paid to other holders of our common stock if and when declared. DSUs continue to earn

dividend equivalents until such time as they are distributed and such earned dividend equivalents receive interest at the

same rate as dividend equivalents earned on deferred stock units under the Amended 2011 NEDC. When a director

ceases service with the Company during the one-year vesting period, the total number of shares earned will be prorated

based on the ratio of the total number of days served to the number of days in the vesting period. Any awards not earned

will be forfeited effective as of the date a director's service ends.

Director Deferred Compensation Plan

The Amended 2011 NEDC, which was originally approved by stockholders in January 2012 as the Acuity Brands, Inc.

2011 Nonemployee Director Deferred Compensation Plan (the “2011 NEDC”), was approved by the Board on October 25,

At that time, the expiration date of the Amended 2011 NEDC was extended to October 25, 2031 and all remaining

shares available for grant under the 2011 NEDC were transferred to the Omnibus Incentive Plan.

The Amended 2011 NEDC allows for fees deferred by non-employee directors to either be credited into a deferred stock

unit account and be paid in shares following retirement from the Board or be credited to an interest-bearing cash account

to be paid in cash following retirement from the Board. Cash dividend equivalents earned on deferred stock units are

credited into the interest-bearing account. Directors may elect to have amounts from the Amended 2011 NEDC paid in

either a lump sum or in five equal installments. The cash fund amounts are paid in cash and the stock unit fund is

converted and distributed as shares of the Company's common stock. Deferred stock units that were contributed prior to

January 2022 will be distributed from the 2011 NEDC share reserve, while deferred stock units that are contributed in or

after January 2022 will be distributed from the Omnibus Incentive Plan share reserve.

Acuity Brands, Inc. | 2025 Proxy Statement | 34

CORPORATE GOVERNANCE AT ACUITY BRANDS

Stock Ownership Guidelines

Each non-employee director is subject to Stock Ownership Guidelines that require the director to attain ownership in our

common stock having a value of five times the Cash Portion of the Annual Fee. This value increased from $400,000 to

$475,000 in fiscal 2023 as a result of the increase in the Cash Portion of the Annual Fee from $80,000 to $95,000 . The

Stock Ownership Guidelines allow directors a period of five years from their date of appointment to achieve their

ownership requirement, and, for subsequent adjustments, a supplemental five-year period with respect to the additional

ownership required as a result of the adjustment. For purposes of the Stock Ownership Guidelines, directly held shares,

deferred stock units, vested and unvested DSUs, and unvested RSAs are counted. During fiscal 2024 , each of our non-

employee directors who has served for at least five years met the Stock Ownership Guidelines requirement, including at

the increased requirement level. See Beneficial Ownership of the Company’s Securities .

Fiscal 2024 Director Compensation

The following table shows the fiscal 2024 compensation of our non-employee directors. Our Chairman, President and

CEO, Mr. Ashe, did not receive any additional compensation for serving as a director. Our non-employee directors did not

receive any option awards or any non-equity incentive plan compensation. Earnings in a non-qualified deferred

compensation plan in excess of the applicable federal rate are disclosed in the table.

Directors receive an Annual Fee payment after the annual meeting at which each director is elected by stockholders.

Amounts shown in the table are for fees earned or paid during fiscal 2024 .

Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (1)(2)	Change in Nonqualified Deferred Compensation Earnings ($) (3)	All Other Compensation ($) (4)	Total ($) (5)
Marcia J. Avedon, Ph.D.	95,000	155,922	66	—	250,988
W. Patrick Battle	95,000	155,922	1,062	—	251,984
Michael J. Bender	95,000	155,922	45	5,000	255,967
G. Douglas Dillard, Jr.	95,000	155,922	667	5,000	256,589
James H. Hance, Jr.	140,000	155,922	53	5,000	300,975
Maya Leibman	115,000	155,922	290	—	271,212
Laura G. O'Shaughnessy	95,000	155,922	306	—	251,228
Mark J. Sachleben	—	250,922	156	—	251,078
Mary A. Winston	120,000	155,922	500	—	276,422

(1) The Cash Portion of the annual director fees, along with any chair or excess meeting fees, may be deferred into the Amended 2011 NEDC at the election

of the director into either stock units to be paid in shares following retirement from the Board or credited to an interest-bearing account to be paid in cash

following retirement from the Board. In fiscal 2024, Mr. Sachleben elected to defer the Cash Portion of annual director fees. The Non-Cash Portion of the

annual director fee may, at the election of the director, be issued in the form of an RSA pursuant to the Omnibus Incentive Plan if the director’s stock

ownership exceeds the Stock Ownership Guidelines requirement. If the director's stock ownership does not exceed the Stock Ownership Guideline

requirement, the Non-Cash portion of the annual director fee will be issued as a DSU pursuant to the Omnibus Incentive Plan. As of August 31, 2024 , one

director had unvested RSAs outstanding as follows: Mr. Hance, 681 shares. As of August 31, 2024 , certain directors had unvested DSUs outstanding as

follows: Dr. Avedon, 681 shares; Mr. Battle, 681 shares; Mr. Bender, 681 shares; Mr. Dillard, 681 shares; Ms. Leibman, 681 shares; Ms. O'Shaughnessy,

681 shares; Mr. Sachleben, 681 shares; and Ms. Winston, 681 shares. The following table sets forth the allocation of the Cash Portion and the Non-Cash

Portion of the annual retainer paid in fiscal 2024 to each applicable director in the form of deferred stock units, RSAs, and DSUs.

Acuity Brands, Inc. | 2025 Proxy Statement | 35

CORPORATE GOVERNANCE AT ACUITY BRANDS

	Cash Portion — Deferred Stock Units		Non-Cash Portion — Deferred Restricted Stock Unit Award		Restricted Stock Award
Name	$	#	$	#	$	#
Marcia J. Avedon, Ph.D.	—	—	155,922	681	—	—
W. Patrick Battle	—	—	155,922	681	—	—
Michael J. Bender	—	—	155,922	681	—	—
G. Douglas Dillard, Jr.	—	—	155,922	681	—	—
James H. Hance, Jr.	—	—	—	—	155,922	681
Maya Leibman	—	—	155,922	681	—	—
Laura G. O'Shaughnessy	—	—	155,922	681	—	—
Mark J. Sachleben	95,000	417	155,922	681	—	—
Mary A. Winston	—	—	155,922	681	—	—

(2) This column shows the aggregate grant date fair value, as determined in accordance with Financial Accounting Standards Board Accounting Standards

Codification Topic 718 ("FASB ASC Topic 718"), of the Non-Cash Portion of fees (described above) and the Cash Portion (described above) deferred into

the Amended 2011 NEDC into a stock unit fund. The assumptions used to value RSAs and DSUs granted can be found in Note 11 to our Consolidated

Financial Statements included in the Annual Report on Form 10-K for the fiscal year ended August 31, 2024 .

(3) This column shows above-market earnings, which were calculated as the excess of the earnings credited on deferred amounts under the Amended 2022

NEDC that were deemed invested in the prime rate investment alternative under such plan over the amount that would have been earned had the

deferred amounts been credited with a return equal to 120% of the applicable federal rate in effect when the prime rate investment alternative was first

offered under the Amended 2022 NEDC.

(4) This column shows the matching charitable contributions made by the Company on behalf of the director under the Company's Matching Gift Program,

which permits the Company to make matching contributions, on a dollar-for-dollar basis, of up to $5,000 in the aggregate, in the case of directors and

executive officers, to eligible charitable organizations during each fiscal year.

(5) In fiscal 2024 , the aggregate amount of perquisites and personal benefits provided to each director was less than $10,000. Matching charitable

contributions are reported in the "All Other Compensation" column as described above.

Acuity Brands, Inc. | 2025 Proxy Statement | 36

Audit Committee Matters

ITEM 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At this Annual Meeting, a proposal will be presented to ratify the appointment of Ernst & Young LLP ("EY") as the

independent registered public accounting firm to audit our financial statements for the fiscal year ending August 31,

EY has performed this function for us since 2002. One or more representatives of EY are expected to be

present at this Annual Meeting and will be afforded the opportunity to make a statement if they so desire and to

respond to appropriate questions. Information regarding fees paid to EY during fiscal 2024 and fiscal 2023 is included

below in Audit Fees and Other Fees .

Based on the Audit Committee’s evaluation discussed below in Selection and Engagement of the Independent

Registered Public Accounting Firm , the Audit Committee believes that EY is independent and that it is in the best

interests of the Company and our stockholders to retain EY to serve as our independent auditor for fiscal 2025.

The Board recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.

Selection and Engagement of the Independent

Registered Public Accounting Firm

The Audit Committee is directly responsible for the appointment, oversight, evaluation, and compensation of our

independent registered public accounting firm, including review of its qualifications, independence, and performance.

Additionally, the Audit Committee is involved in the selection of the lead engagement partner from the audit firm, which is

required to be rotated every five years.

In determining whether to reappoint EY as the Company’s independent auditor, the Audit Committee took into

consideration a number of factors, including the length of time the firm has been engaged, the quality of the Audit

Committee’s ongoing discussions with EY, an annual assessment of the professional qualifications and past performance

of the audit team, the appropriateness of fees, and external data regarding the firm’s audit quality and performance,

including recent Public Company Accounting Oversight Board (United States) (“PCAOB”) reports on EY and its peer firms.

Based on this evaluation, the Audit Committee believes that EY is independent and that it is in the best interests of the

Company and our stockholders to retain EY to serve as our independent auditor for fiscal 2025.

Acuity Brands, Inc. | 2025 Proxy Statement | 37

AUDIT COMMITTEE MATTERS

Audit Fees and Other Fees

The following table shows the aggregate fees billed during the fiscal years ended August 31, 2024 and 2023:

Fees Billed	Description	2024	2023
Audit Fees	Audit Fees include fees for services rendered for the audit of our annual financial statements, the review of the interim financial statements included in quarterly reports, comfort letters, consents, assistance with and review of documents filed with the SEC, and/or audits of statutory financial statements. Audit fees also include fees associated with rendering an opinion on our internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.	$ 2,269,000	$ 2,345,000
Audit-Related Fees	No aggregate Audit-Related Fees in either of the last two fiscal years for assurance and related services.	—	—
Tax Fees	Tax Fees primarily include international tax compliance and assistance with transfer pricing in various foreign jurisdictions.	147,000	118,000
All Other Fees	All Other Fees include amounts billed to the Company for the use of an online accounting research tool.	—	4,000
Total		2,416,000	2,467,000

Preapproval Policies and Procedures

The Audit Committee has established policies and procedures for the approval and preapproval of audit services and

permitted non-audit services. The Audit Committee has the responsibility to engage and terminate our independent

registered public accounting firm, to preapprove the performance of all audit and permitted non-audit services provided to

us by our independent registered public accounting firm in accordance with Section 10A of the Exchange Act, and to

review with our independent registered public accounting firm its fees and plans for all services. All fees paid to EY were

preapproved by the Audit Committee, and there were no instances of waiver of approval requirements or guidelines.

The Audit Committee considered the provision of non-audit services by the independent registered public accounting firm

and determined that provision of those services was compatible with maintaining auditor independence.

There were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

Report of the Audit Committee

The Audit Committee and the Board previously adopted a written Charter to set forth the Audit Committee’s

responsibilities. The Charter is reviewed annually and amended as necessary to comply with new regulatory

requirements. A copy of the Audit Committee Charter is available on the Company’s website at www.acuitybrands.com

under For Investors then Governance—Committee Charters & Governance Documents. The Audit Committee is

comprised solely of independent directors, as such term is defined by the listing standards of the NYSE. The Audit

Committee held five meetings during fiscal 2024 .

The Company’s management has the primary responsibility for the financial statements, for maintaining effective internal

control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. As required

by the Charter, the Audit Committee reviewed the Company’s audited financial statements and met with management to

discuss the audited financial statements in the Company’s Annual Report on Form 10-K, including the quality, not just the

acceptability, of the accounting policies; the reasonableness of significant judgments; and the clarity of disclosures in the

financial statements.

The Audit Committee received from the independent registered public accounting firm the required written disclosures

regarding its independence and the report regarding the results of its integrated audit. The Audit Committee reviewed with

the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of

those audited financial statements with U.S. GAAP and on our internal controls over financial reporting, its judgments as

to the quality, not just the acceptability, of the Company’s accounting policies and such other matters as are required to be

discussed with the Audit Committee under the rules adopted by the PCAOB, the rules of the SEC, and other applicable

regulations. In addition, the Audit Committee has discussed with the independent registered public accounting firm the

firm’s independence from Company management and the Company, including the matters in the letter from the firm

required by PCAOB Rule 3526, “Communication with Audit Committees Concerning Independence,” and considered

whether the non-audit services provided by them during fiscal 2024 were compatible with the independent registered

public accounting firm’s independence.

Acuity Brands, Inc. | 2025 Proxy Statement | 38

AUDIT COMMITTEE MATTERS

The Audit Committee also reviewed and discussed together with management and the independent registered public

accounting firm the Company’s audited financial statements for the year ended August 31, 2024 and the results of

management’s assessment of the effectiveness of the Company’s internal control over financial reporting, including its

knowledge of any fraud, whether or not material, that involved management or other associates who had a significant role

in the Company’s internal controls and the independent registered public accounting firm’s audit of internal control over

financial reporting.

The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firm

the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and the

independent registered public accounting firm on a quarterly basis, with and without management present, to discuss the

results of their examinations; their evaluations of the Company’s internal control, including internal control over financial

reporting; and the overall quality of the Company’s financial reporting.

Based on its discussions with management and the Company’s independent registered public accounting firm referenced

above, the Audit Committee did not become aware of any material misstatements or omissions in the audited financial

statements. Accordingly, the Audit Committee recommended to the Board that the audited financial statements and

management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in

the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024 for filing with the SEC.

AUDIT COMMITTEE

Mary A. Winston, Chair

Michael J. Bender

G. Douglas Dillard, Jr.

Laura G. O'Shaughnessy

Acuity Brands, Inc. | 2025 Proxy Statement | 39

Executive Officers

Executive officers are elected annually by the Board and serve at the discretion of the Board. Neil M. Ashe serves as a

Director and as an executive officer. His business experience is discussed in Item 1—Election of Directors—Director

Information—Director Nominees . Our other executive officers as of the date of this Proxy Statement are

described below.

●	Ms. Holcom, age 55, is the Senior Vice President and Chief Financial Officer of the Company, a position she has held since September 2019. As CFO, Ms. Holcom leads the Company’s financial strategy to support the Company’s future growth and long-term value creation and is responsible for the global financial organization, including accounting, audit, financial planning and analysis, investor relations, tax and treasury functions. She has more than 30 years of financial experience. Ms. Holcom previously served as Senior Vice President, Finance and Associate Engagement of the Company, from January 2019 to September 2019, Senior Vice President, Finance of the Company from 2006 to December 2018, Vice President and Controller of the Company from 2004 to 2006, and Vice President, Financial Services of the Company from 2001 to 2004. Ms. Holcom is also a Certified Public Accountant, serves on the Board of the Atlanta Police Foundation, and is a member of the Georgia Chamber of Commerce.
KAREN J. HOLCOM Senior Vice President and Chief Financial Officer
●	Mr. Goldman, age 58, is the Senior Vice President and General Counsel of the Company, a position he has held since January 2015. In this role, Mr. Goldman leads the Company’s Law and Business Environment team overseeing Company legal matters, including corporate governance, compliance, mergers and acquisitions, strategic alliances, intellectual property, privacy, government relations, litigation, and risk management. He has over 30 years of legal experience in the real estate, lighting, and building management industries. Mr. Goldman previously served as the Senior Vice President and General Counsel of Acuity Brands Lighting, Inc. (a Company subsidiary) from January 2007 to January 2015, Vice President and Associate Counsel of Acuity Brands Lighting, Inc. from April 2003 to January 2007, and Associate Counsel of the Company from August 2001 to April 200.13. Mr. Goldman also serves on the Boards of Directors of the McClung Lighting Research Foundation and the National Association of Manufacturers.
BARRY R. GOLDMAN Senior Vice President and General Counsel
●	Ms. Mills, age 64, is the Senior Vice President and Chief Human Resources Officer of the Company, a position she has held since March 2020. In this role, Ms. Mills leads the Company’s Human Resources team overseeing all HR matters including talent development and acquisition, succession planning, associate engagement and listening, associate relations, labor relations, total rewards, and driving culture and transformation to support the Company’s future growth. She has over 30 years of senior HR leadership experience at global retail, technology, and financial services companies. Before joining the Company, Ms. Mills served as Principal at Mills Consulting from November 2017 to February 2020, Senior Vice President, People Officer at Walmart eCommerce from August 2014 to January 2017, Senior Vice President and Chief Human Resources Officer of PayPal from February 2009 to July 2014, and in various business and human resources roles of increasing responsibility at Bank of America from September 1999 to January 2009.
DIANNE S. MILLS Senior Vice President and Chief Human Resources Officer

Acuity Brands, Inc. | 2025 Proxy Statement | 40

Executive Compensation

ITEM 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

The Board is asking you to approve, on an advisory basis, the compensation of our NEOs. The Board believes that

our compensation policies and practices continue to be effective in achieving our goals of paying for financial and

operating performance and aligning the interests of our NEOs with the interests of our stockholders. As required by

Section 14A of the Exchange Act and the related rules of the SEC, stockholders have the opportunity to vote, on an

advisory basis, to approve the compensation of our NEOs. This vote is often referred to as “Say on Pay.” Stockholders

are being asked to vote on the following resolution:

“Resolved, that the stockholders approve, on an advisory basis, the compensation of the NEOs as

disclosed in the compensation discussion and analysis, the accompanying compensation tables, and

the related narrative disclosures in this Proxy Statement.”

As described in detail in this Proxy Statement under Compensation Discussion and Analysis , our compensation

programs are designed to:

§ consistently recognize and reward superior performers, measured by achievement of results and demonstration

of desired behaviors;

§ attract and retain executives by providing a competitive reward and recognition program that drives our success;

§ provide rewards to executives who create value for stockholders;

§ align the interest of executives with those of stockholders;

§ encourage executives to achieve ambitious goals while mitigating unnecessary or excessive risk taking; and

§ provide a framework for the fair and consistent administration of pay policies.

We routinely engage with stockholders to seek feedback regarding our executive compensation program, and

evaluate our compensation processes and programs based on that feedback, as well as the strong Say on Pay vote

results at the January 2023 and January 2024 annual meetings, and our review of market trends, best practices and

competitive alignment. We believe that our comprehensive executive compensation program, which focuses on

performance-based compensation, aligns with long-term stockholder interests by creating long-term stockholder value.

As a result of the positive feedback we have received on our comprehensive review, we are maintaining our

compensation program design for fiscal 2025. We will continue to review and implement best practices when

appropriate for our Company. See Executive Compensation Strategy for additional information.

Stockholders are encouraged to read the Compensation Discussion and Analysis , the accompanying

compensation tables, and the related narrative disclosures contained in this Proxy Statement to see how our

enhancements impacted our executive compensation program during fiscal 2024 .

Although this annual vote is non-binding, the Compensation and Management Development Committee will take into

The Board recommends that you vote FOR the approval of executive compensation.

account the outcome of the vote when considering future executive compensation decisions. The frequency of our Say

on Pay advisory vote was determined to be held annually by a vote of our stockholders that occurred at our annual

meeting held in January 2024.

Acuity Brands, Inc. | 2025 Proxy Statement | 41

EXECUTIVE COMPENSATION

Message from the Compensation and Management

Development Committee

Dear Stockholders:

The Compensation and Management Development Committee members are responsible for oversight of the design and

implementation of a comprehensive competitive compensation program that aligns the interests of our executive

management team with those of our stockholders and other stakeholders. We are pleased that the program design

changes we have made the last few years are delivering the results that we intended.

Our compensation philosophy is to align pay to performance. Our fiscal 2024 executive compensation program, as

described in Compensation and Discussion and Analysis , is structured to closely align management’s performance

and its execution against the Company’s long-term strategic goals and value creation for our stockholders. The objective

is to achieve a comprehensive executive compensation program that balances base salary, short-term incentives, long-

term incentives, and retirement benefits.

Our fiscal 2024 financial performance was strong as a result of effective capital allocation, and progression of our

strategies in both Acuity Brands Lighting and Acuity Intelligent Spaces. Under Neil Ashe’s strategic leadership, he and his

management team executed against their goals to deliver these Company results. Details of the key performance

achievements for each NEO can be found under Key Achievements of our NEOs .

The Compensation and Management Development Committee remains committed to having ongoing outreach to obtain

feedback from our stockholders on our compensation strategies and program. During our most recent outreach

discussions, we received stockholder support for our program and strategy, as further described in Stockholder

Feedback and Responsiveness . We are pleased to report that our Say on Pay vote at our annual meeting in January

2024 demonstrated that strong support from stockholders, with 95% of votes cast in favor for the second year in a row. In

addition, the Compensation and Management Development Committee conducts an annual market and program risk

review and believes that our current compensation program design does not require changes at this time.

We will continue to be responsive to our stockholders and appreciate the insights that they share during each of our

engagements. We take all feedback seriously as we seek to maintain a highly performance-based compensation program

that drives long-term value creation.

Our Senior Vice President and Chief Human Resources Officer, Dianne Mills, regularly reviews and evolves our talent

management processes to drive business outcomes. These reviews include succession planning for the executive

leadership team, direct reports, and other critical roles throughout the business. We believe that the active management of

our associates’ development and our increased focus on inclusion and belonging are significant advantages in attracting

and retaining the best talent that will enable the Company's continued success.

The Compensation and Management Development Committee remains committed to the ongoing evaluation and

improvement of our executive compensation program. We look forward to future dialogue with stockholders and

encourage you to reach out with any questions or concerns you may have related to our programs.

COMPENSATION AND MANAGEMENT

DEVELOPMENT COMMITTEE

Maya Leibman, Chair

Marcia J. Avedon, Ph.D.

W. Patrick Battle

James H. Hance, Jr.

Mark J. Sachleben

Acuity Brands, Inc. | 2025 Proxy Statement | 42

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section of the Proxy Statement describes the material elements of the fiscal 2024 executive compensation program

for our NEOs as shown in the Fiscal 2024 Summary Compensation Table .

For fiscal 2024 , our NEOs are:

Neil M. Ashe	Karen J. Holcom	Barry R. Goldman	Dianne S. Mills
Chairman, President and CEO	Senior Vice President and Chief Financial Officer	Senior Vice President and General Counsel	Senior Vice President and Chief Human Resources Officer

Included in our Compensation Discussion and Analysis are:

§ details of stockholder feedback and engagement and our response to stockholder concerns;

§ a business overview including a summary of fiscal 2024 financial performance;

§ a review of our compensation decisions and actions;

§ a detailed description of our executive compensation program design and philosophy and each element of

compensation provided; and

§ a description of the process and key factors the Compensation and Management Development Committee considered

in determining fiscal 2024 compensation for the NEOs.

Stockholder Feedback and Responsiveness

Stockholder Engagement

Ongoing engagement and dialogue with our stockholders are important to the Company. We have adopted a robust and

active year-round engagement philosophy that includes outreach for various purposes, including soliciting feedback in

advance of filing this Proxy Statement. Our outreach efforts, led by our Board with input from the Compensation and

Management Development Committee and in partnership with our Senior Vice President, Chief Financial Officer and

Senior Vice President, Chief Human Resources Officer, sought feedback on governance priorities, compensation

programs, and environmental and social issues. During this past year, we specifically sought additional feedback on the

Company's compensation and benefit programs for our NEOs. We encouraged stockholders to speak with a member of

the Board or a representative of the Compensation and Management Development Committee and accommodated

requests for such conversations when made. In our most recent pre-proxy season engagement cycle:

We contacted — 40	of our top stockholders	We held approximately — 10	meetings with stockholders
representing approximately		representing approximately
64%	of our outstanding common stock	31%	of our outstanding common stock

At Acuity, the core of our executive compensation philosophy continues to be "pay aligned to performance." We are

pleased that our compensation program design changes received strong support from our stockholders at our annual

meeting held in January 2024.

Following our Say on Pay vote results at our annual meeting held in January 2024, we continued to engage with

stockholders to better understand any current areas of concern and review incentive design changes for fiscal 2024 . After

reviewing market trends, determining that our plans are driving the intended performance results and are aligned to our

strategy, evaluating our Say on Pay vote results, and receiving supportive feedback from stockholders regarding the

compensation design changes we made in fiscal 2022 and fiscal 2023, our Compensation and Management Development

Committee determined to maintain the fiscal 2023 compensation design for fiscal 2024, and again in fiscal 2025.

Acuity Brands, Inc. | 2025 Proxy Statement | 43

EXECUTIVE COMPENSATION

Response to Other Stockholder Feedback

We also continued to review and make appropriate governance changes that are in line with our values and good

governance trends. Our continued outreach reinforces our commitment to our stockholders to seek their feedback or

support for our proposed changes. Our recent changes and activity include:

§ in fiscal 2023, we refreshed the committees of the Board by rotating Directors onto new committees, which allowed for

new perspectives to be shared and expertise to be provided;

§ in fiscal 2024, we evaluated additional opportunities for Director rotation and in fiscal 2025 approved Director rotation,

subject to re-election, from our Compensation and Management Development Committee to our Audit Committee to be

effective immediately following the Annual Meeting;

§ we maintained our focus on executing our inclusion and belonging strategy and initiatives that included (i) continuing to

support our five Employee Resource Groups ("ERGs"), including two ERGs formed in fiscal 2023, a Veterans ERG and

a Mind Matters ERG, (ii) leveraging our Listening Strategies with our ERGs to help inform strategic business decisions

around Total Rewards programs, (iii) refining human resources processes with inclusion and belonging goals and

opportunities in mind, and (iv) providing increased inclusion and belonging programming and resource materials to best

support the diverse communities within the Company; and

§ continued focus on ESG priorities and strategies as highlighted in our most recent EarthLIGHT report available at

www.acuitybrands.com .*

The information in the EarthLIGHT report and any other information on our website that we may refer to herein is not incorporated by reference into, and

does not form any part of, this Proxy Statement.

Acuity Brands, Inc. | 2025 Proxy Statement | 44

EXECUTIVE COMPENSATION

Business Overview

Acuity Brands 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, 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 location-aware

applications. We achieve customer-focused efficiencies that allow us to increase market share and deliver superior

returns. We look to aggressively deploy capital to grow the business and to enter attractive new verticals.

Fiscal 2024 Performance

2024 Financial Highlights

We achieved the following :

Fiscal Year Ended August 31 ($ millions, except diluted earnings per share)
Net Sales
Diluted Earnings Per Share / Adjusted Diluted Earnings Per Share
Net Cash Flow From Operating Activities (GAAP) / Free Cash Flow (Non-GAAP)