ACUITY INC. (DE)

Proxy Solicitation & Information Statement • Dec 11, 2025

U NITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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PROXY STATEMENT AND

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

January 21, 2026

Wh o W e Are

Acuity 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 an audio, video

and control platform.

We focus on customer outcomes and drive growth

and productivity 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 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 Values

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.

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 (the “Board”) would like to thank you for your ongoing investment and continued confidence in

Acuity Inc. (“Acuity” or the “Company”). We have transformed the Company from principally a luminaires business to a

data and control and luminaires business, and positioned ourselves well for long-term growth.

Fiscal 2025 was an important year for us. We had continued strong financial performance. We renamed our Company to

Acuity Inc., reflecting our evolution and aligning to our strategy of using technology to solve problems and create impactful

experiences that shape how people live, work and connect. We allocated capital effectively, grew our business organically

and through acquisitions, rewarded our stockholders with increased dividends, and opportunistically repurchased more of

our outstanding shares.

In Acuity Brands Lighting (“ABL”), we continued to make our business more predictable, repeatable and scalable. We

realigned the business into luminaires and electronics and delivered improved financial performance. ABL is a high-quality

strategic asset and a core pillar of our Company. Our growth algorithm is clear—we will enter new verticals, we will take

share and we will grow with the market. In ABL, we will continue to focus on product vitality, elevating service levels, using

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

In Acuity Intelligent Spaces (“AIS”), we are making spaces smarter, safer and greener. We acquired and integrated QSC,

LLC (“QSC”). We scaled AIS into a larger part of our overall Company. Through Atrius ® , Distech Controls ® and QSC ® ,

we have unique and disruptive technologies that are driving productivity for people experiencing spaces and for the

people who are providing those spaces. In AIS, we will continue to focus on growth with the opportunity for margin

expansion.

At Acuity we are doing things differently. Our values are at the core of who we are, guiding how we serve our customers,

associates and communities. Each of our associates understands how we create value—we grow net sales, we turn

profits into cash and we don’t grow the balance sheet as fast. We are empowered by our Better.Smarter.Faster. operating

system to work in a consistent way. The combination of these things allows us to operate more productively with greater

distribution of responsibility and accountability throughout the Company. It is how we were able to react aggressively to

changes in the macro environment this year and how we were able to quickly and successfully integrate QSC.

Acuity is positioned for long-term growth. We are innovators, disruptors and builders who are creating stakeholder value

and compounding shareholder wealth. As we look ahead to fiscal 2026, the Board is confident in management’s ability to

continue to take the necessary steps to drive our business forward.

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.

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

1170 Peachtree Street, N.E .

Suite 1200

Atlanta, Georgia 30309

Notice of Annual Meeting of Stockholders

Date and Time January 21, 2026 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/AYI2026 Record Date Stockholders of record at the close of business on November 24, 2025 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 2026	●	FOR
3	Advisory vote to approve named executive officer compensation	●	FOR

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

Y our 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/AYI2026 . 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 11, 2025 , 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 11, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 21, 2026 . The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com .

Table of Contents

PROXY STATEMENT SUMMARY	Pages	1
Key Fiscal 2025 Business Performance Highlights		1
EarthLIGHT		2
Board Composition Highlights		3
Corporate Governance Highlights		5
Executive Compensation Highlights		6
CORPORATE GOVERNANCE AT ACUITY		11
Item 1	Election of Directors	11
Director Information		12
Board and Committees		20
Board Responsibilities		24
Governance Policies and Procedures		27
Compensation of Directors		28
AUDIT COMMITTEE MATTERS		32
Item 2	Ratification of the Appointment of the Independent Registered Public Accounting Firm	32
Selection and Engagement of the Independent Registered Public Accounting Firm		32
Audit Fees and Other Fees		33
Preapproval Policies and Procedures		33
Report of the Audit Committee		34
EXECUTIVE OFFICERS		35

EXECUTIVE COMPENSATION	Pages	36
Item 3	Advisory Vote to Approve Named Executive Officer Compensation	36
Message from the Compensation and Management Development Committee		37
Compensation Discussion and Analysis		38
2025 Executive Compensation		42
Report of the Compensation and Management Development Committee		56
Executive Compensation Tables		57
STOCK OWNERSHIP		75
Equity Compensation Plans		75
Beneficial Ownership of the Company’s Securities		76
Certain Relationships and Related Person Transactions		77
QUESTIONS RELATING TO THIS PROXY STATEMENT		79
OTHER MATTERS		83
NEXT ANNUAL MEETING – STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS		83
APPENDIX A		A-1
APPENDIX B		B-1

Acuity Inc. | 2026 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 2025 Business Performance Highlights

Acuity 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 (ABL) and Acuity Intelligent Spaces (AIS), 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 an audio, video and control platform. We focus on customer outcomes and drive

growth and productivity 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 (GAAP)	Diluted EPS (GAAP)	Adjusted Diluted EPS (1) (Non-GAAP)	Cash Flow from Operations (GAAP)
$4.3B	$12.53	$18.01	$601M

(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 2025 Achievements

§ We improved our financial and operating performance in fiscal 2025 and continued to create stakeholder value and

compound shareholder wealth

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

§ We renamed our Company to Acuity Inc., reflecting our evolution and aligning to our strategy of using technology to

solve problems and create impactful experiences that shape how people live, work and connect

§ In Acuity Brands Lighting (“ABL”), our financial performance was strong , and we made progress on our strategy and

on our initiatives

◦ We realigned the business into luminaires and electronics

◦ We continued to enhance our product portfolio, Contractor Select TM , Design Select TM and Made to Order, to

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

◦ We invested for future growth , prioritizing new verticals where we have not historically competed or where we are

under-penetrated:

◦ in our healthcare vertical we strengthened our offering through the CARE Collection TM and through the

development of our Nightingale TM range of products

◦ across multiple verticals, we accelerated our product vitality efforts through the acquisition of M3 Innovation, LLC

("M3") and launched M3 Sports Lighting Solution by Lithonia Lighting ® and Holobeam TM by Holophane ®

◦ We continued to be recognized for innovation and won several notable awards for products throughout the year

including multiple prestigious Red Dot® Product Design awards

§ In Acuity Intelligent Spaces (“AIS”), we continued to deliver strong growth and profitability aligned to our mission of

making spaces smarter, safer and greener through our strategy of connecting the edge with the cloud using disruptive

technologies that leverage data interoperability

◦ We scaled AIS to become a larger part of Acuity

◦ We acquired and integrated QSC, LLC (“QSC”), an audio, video and control solutions company

◦ We won several notable awards for our Atrius® Facilities applications, Distech Eclypse® and Q-SYS® platform

Acuity Inc. | 2026 Proxy Statement | 2

P ROXY STATEMENT SUMMARY

§ We generated significant free cash flow and effectively allocated capital consistent with our priorities, including

investing for growth in our existing businesses and allocating $68 million to capital expenditures . We invested over

$1.2 billion in acquisitions, increased our dividend by 13 percent and allocated $119 million to repurchase

approximately 436 thousand shares at an average price of approximately $270 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

EarthLIGHT

EarthLIGHT is one way we share who we are, our annual progress in actioning aspects of our strategy, and the value we

deliver to stakeholders. It reflects our focus on innovation, operational excellence, sustainability, and our commitment to

people (“EarthLIGHT”). The Governance Committee of our Board oversees our EarthLIGHT program.

Across our portfolio, we continue to innovate, bringing smarter, sustainable solutions to market designed to help solve

problems for our customers. We have demonstrated that we have dexterity in how we operate, enabling us to continue to

execute in dynamic market conditions, and we have demonstrated that we can deliver value and drive margins in our

business. Our environmental sustainability efforts are embedded in what we do—from product design to supply chain—

and we’ve made measurable progress in reducing our environmental footprint and eliminating energy and other costs for

our Company and our customers. Based on our current plans and assumptions, we believe our Scope 1 and 2 emissions

are currently on track toward our 2040 net-zero target and our Scope 3 emissions intensity is currently on track toward our

target.

We are a values-driven organization. Our values are Integrity, Time, Curiosity, Customer Obsessed, People, Community

and Owner’s Mindset. These 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.

We prioritize People as a core value. We invest in talent, culture and leadership to create the environment where the best

people come to do their best work. We are developers of talent. We value diversity of thought, experience and

background. We purposefully create opportunities for our people to grow and thrive, and we make a positive impact in the

communities where we live and work.

Listening to our associates is key to our culture and progressing our business success. In fiscal 2025, we maintained

sustainable engagement at 86% in our Company-wide Associate Engagement Survey and a 96% response rate for the

second year in a row. Our results are inclusive of our QSC associates. The high 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 and remained 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, as measured by engagement surveys, compared to the industry average.

We share our annual progress in the 2025 EarthLIGHT Annual Report and related materials (collectively, the “EarthLIGHT

Report”) available on our website at www.acuityinc.com . * For fiscal 2025, we evolved the structure of the EarthLIGHT

Report to better serve our stakeholders. Data tables and disclosures are now separated for easier access. The core

EarthLIGHT Report focuses on showcasing the outcomes we have delivered and the impact we are making.

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

and do not form any part of, this Proxy Statement.

Acuity Inc. | 2026 Proxy Statement | 3

PROXY STATEMENT SUMMARY

Board Composition Highlights

Our Director N ominees

Name and Primary Occupation		Independent	Tenure	Age	Current Committee Membership — AC	CC	GC
●	Neil M. Ashe Chairman, President and Chief Executive Officer (“CEO”)		5	58
●	Marcia J. Avedon, Ph.D. Former Executive Vice President, Chief Human Resources, Marketing and Communications Officer, Trane Technologies PLC; Founder and CEO, Avedon Advisory, LLC	●	3	64		●	●
●	W. Patrick Battle Managing Partner, Stillwater Family Holdings	●	11	62		●	●
●	Michael J. Bender Chief Executive Officer, Kohl’s Corporation	●	3	64	●		●
●	G. Douglas Dillard, Jr. Managing Partner, Slewgrass Capital, LLC and Slewgrass Partners, LLC	●	8	55	●		●
●	James H. Hance, Jr . Lead Director Operating Executive, The Carlyle Group Inc.	●	11	81		●	Chair
●	Maya Leibman Former Executive Vice President and Chief Information Officer, American Airlines Group Inc.	●	5	59		Chair	●
●	Laura G. O’Shaughnessy Independent Consultant; Co-Founder and Former Chief Marketing Officer, The Picnic Group, Inc.	●	5	48	●		●
●	Mark J. Sachleben (1) Former Chief Financial Officer and Corporate Secretary, New Relic, Inc.	●	4	60	Chair	(1)	●

AC
(1) Mr. Sachleben served on the Compensation and Management Development Committee in fiscal 2025 until he became the Chair of the Audit Committee in January 2025.

Acuity Inc. | 2026 Proxy Statement | 4

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: 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 sustainability developments	●	●		●	●	●	●		●
●	Engineering, Technology and Innovation: Experience in leading edge engineering and technology innovation; experience in digital transformation of a business	●	●	●	●	●	●	●	●	●

Board Composition (as of December 11, 2025 )

Total Diversity — 44% 4 of 9 of our Current Directors are Diverse	33%	Self-Identify as Women	Independence — 89%	of our Current Directors are Independent
	Age Distribution (Director Nominees)
	62	Average Age of Current Directors	1	<50
			3	50-59
			4	60-69
			1	>70
	Significant Board Refreshment		Board Tenure
	5	New Independent Directors since 2020	6.5	Years Average Tenure
3 Self-Identify as Women (33)%	1 Self-Identifies as Racially Diverse (11)%
	Board Tenure
	6			<6 years
	1	6-10 years
	2	>10 years

Acuity Inc. | 2026 Proxy Statement | 5

PROXY STATEMENT SUMMARY

Corporate Governance Highlights

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 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 other key leaders, sought

feedback on governance priorities, compensation programs, and environmental and social issues. Additionally, we sought

feedback on the Company’s compensation and benefit programs for our named executive officers (“NEOs”). In our most

recent pre-proxy season engagement cycle:

We contacted — 30	of our top stockholders	We held approximately — 8	meetings with stockholders
representing approximately		representing approximately
62%	of our outstanding common stock	23%	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. We maintained the changes

in fiscal 2024 and 2025 and stockholders indicated continued support during our annual outreach program. Our say on

pay (“Say on Pay”) vote results of 95% or more of votes cast in favor of Say on Pay at each annual meeting for the past

three years illustrate this support.

Acuity Inc. | 2026 Proxy Statement | 6

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. The Board has adopted a number of corporate governance enhancements, policies and

processes, including:

Board Independence & Oversight

§ Strong independent Lead Director

§ Robust director refreshment and succession planning

process (5 new independent directors added

since 2020)

§ Annual, robust Board and committee

self-evaluation process

§ Oversight of risk management by the Board

§ Oversight of EarthLIGHT goals 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 or deferral 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

K ey enhancements to our governance practices 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 (2020-2025)

§ 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)

§ Revised the Company’s Stock Ownership Guidelines to remove unexercised stock options and unvested performance

awards from the pool of shares that are eligible to satisfy the minimum ownership requirements of the Stock Ownership

Guidelines ( 2025 )

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 LTIP awards for NEOs other than the

CEO, whose LTIP awards were already 75% performance-based. These changes strengthened our overall compensation

framework and reflected feedback from our stockholders. Given the Company’s strong performance and the continued

effectiveness of our plan design, no significant design changes have been made to our compensation program since

fiscal 2023.

Acuity Inc. | 2026 Proxy Statement | 7

PROXY STATEMENT SUMMARY

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, performance and stockholder value creation;

§ reinforcement of the Company’s business and operating strategy;

§ competitive peer group and market practice;

§ motivation and retention of key talent; and

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

Compensation Program Design

During our stockholder engagement in fiscal 2025 , 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 stockholder support for our programs, we made no compensation program design

changes for fiscal 2025.

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 help ensure that our executive compensation program does not encourage 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 maintain a clawback policy that complies with and exceeds the SEC rules and NYSE listing standards, and we include clawback rights in our equity award agreements 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 We do not provide excessive perquisites to our executives

Acuity Inc. | 2026 Proxy Statement | 8

PROXY STATEMENT SUMMARY

Pay and Performance Alignment

At Acuity, 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 and 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

2025 , our CEO’s variable pay represented 90% of total direct compensation opportunity, and for our other NEOs, variable

pay represented on average approximately 78% of total direct compensation opportunity.

ELE MENTS OF FISCAL 2025 DIRECT COMPENSATION

10%

22%

15%

Other

NEOs

78%

Performance-

Based

CEO

90%

Performance-

Based

54%

24%

75%

Vehicle and Measures	Objective
Long-Term Incentive Award
§ For the CEO, weighting includes: § 75% PSUs, with 50% based on three-year adjusted ROIC in excess of WACC, and 25% based on TSR; and § 25% RSUs § For other NEOs, weighting includes: § 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 over the long term; § Help ensure a balanced perspective of both company- specific and relative performance; § 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%) (each as may be adjusted): § Net sales (34%) § Operating profit (33%) § Free cash flow (non-GAAP) (33%) § Individual Performance (20%): § Including EarthLIGHT 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 achievement of EarthLIGHT goals aligned with Company and stockholder interests.
Base Salary
	§ Provide a competitive level of fixed cash compensation; and § Reward individual performance, level of experience, and responsibility.

Acuity Inc. | 2026 Proxy Statement | 9

PROXY STATEMENT SUMMARY

Fiscal 2025 Performance

We achieved the following:

Fiscal Year Ended August 31 ($ in millions, except diluted earnings per share)
Net Sales (GAAP)
Diluted Earnings Per Share (GAAP) / Adjusted Diluted Earnings Per Share (Non-GAAP)
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 $4.3 billion for the year ended August 31, 2025 increased by $504.6 million, or 13.1%, compared with the

prior-year period due primarily to increases in sales in both our Acuity Intelligent Spaces and Acuity Brands Lighting

segments. The increase in our Acuity Intelligent Spaces segment was driven by the acquisition of QSC, which contributed

$428.6 million in sales, as well higher net sales of our Atrius and Distech products. Additionally, net sales increased in our

Acuity Brands Lighting segment due primarily to higher net sales within the independent sales and direct sales networks,

partially offset by lower net sales within the corporate accounts and retail channels.

Diluted earnings per share for fiscal 2025 was $12.53 compared with $13.44 for the prior-year period, a decrease of

$0.91, or 6.8%. This decrease reflects lower net income, as well as higher outstanding diluted shares. Adjusted diluted

earnings per share for fiscal 2025 was $18.01 compared with $15.56 for the prior-year period, an increase of $2.45 per

share or 15.7%. The improvement in adjusted diluted earnings per share reflects higher adjusted net income.

We generated $601 million of cash flows from operating activities during fiscal 2025 compared with $619 million in the

prior-year period, a decrease of $17.8 million. The decrease was primarily due to acquisition-related items, the timing of

tariff payments, and accelerated inventory purchases driven by the tariff policy. We allocated $68.4 million in capital

expenditures to support organic growth in our business, $1.2 billion to acquisitions, $200 million to repay a portion of our

term loan, $20.6 million in dividends paid to stockholders, and $118.5 million to repurchases of approximately 436

thousand shares.

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.

Acuity Inc. | 2026 Proxy Statement | 10

PROXY STATEMENT SUMMARY

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.

SHORT-TERM INCENTIVE PROGRAM FINANCIAL PERFORMANCE MEASURES — Measure (2)	Weighting	Performance Objectives (1)		Actual as Adjusted (3) (in millions)	Achievement % (rounded)	Weighted Payout % (rounded)
		Threshold	Target	Maximum
Net sales	●	●		$4,346	84%	29%
Operating profit	●	●		$689	99%	33%
Free cash flow (non-GAAP)	●	●		$589	103%	34%
				Company Payout Percentage		96%

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

(2) Net sales, operating profit and free cash flow (non-GAAP) may be adjusted pursuant to the Short-Term Incentive Plan. See Appendix B for

reconciliations of non-GAAP measures to the most directly comparable financial measures calculated in accordance with GAAP and information relating

to the calculation of these performance measures.

(3) Adjustments to results for items not contemplated when the targets were set in fiscal 2025 are described in Appendix B .

Performance-Based Incentive Compensation

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

NEOs for fiscal 2025 , but made key compensation decisions as discussed below.

Short-term incentive program (“STIP”) payouts for fiscal 2025 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, operating profit and free

cash flow, each as adjusted pursuant to the Acuity Inc. Short-Term Incentive Plan as described in Appendix B . The actual

financial performance resulted in achievements of net sales at 84%, adjusted operating profit at 99% and adjusted free

cash flow at 103%. The weighting of each financial measure resulted in a payout on the financial component of 96%.

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

goals, which include EarthLIGHT 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 2025 in October 2024 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 Inc. | 2026 Proxy Statement | 11

Corporate Governance at Acuity

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.

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 nine . 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 81, who has been nominated for election at this Annual Meeting. The Company

benefits from Mr. Hance’s diverse skills and experience, including, but not limited to, his experience in various roles at

Bank of America Corporation such as Vice Chairman and Chief Financial Officer, and his prior service on the board of

directors of other public companies such as Ford Motor Company and Morgan Stanley. In addition, the Company

benefits from the insight and service that Mr. Hance provides, as well as his continuity of service, in light of the five

new independent directors who have joined the Company’s Board since 2020.

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 Inc. | 2026 Proxy Statement | 12

CORPORATE GOVERNANCE AT ACUITY

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: 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 sustainability developments	●
●	Engineering, Technology and Innovation: Experience in leading edge engineering and technology innovation; experience in digital transformation of a business	●

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CORPORATE GOVERNANCE AT ACUITY

Director Nominees

NEIL M. ASHE Director Since: 2020 Age: 58 Non-Independent (Chairman, President and Chief Executive Officer) Committees: None

MARCIA J. AVEDON, Ph.D. Director Since: 2022 Age: 64 Independent Committees: Compensation and Management Development; Governance

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CORPORATE GOVERNANCE AT ACUITY

W. PATRICK BATTLE Director Since: 2014 Age: 62 Independent Committees: Compensation and Management Development; Governance

MICHAEL J. BENDER Director Since: 2022 Age: 64 Independent Committees: Audit; Governance

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CORPORATE GOVERNANCE AT ACUITY

G. DOUGLAS DILLARD, JR. Director Since: 2017 Age: 55 Independent Committees: Audit; Governance

JAMES H. HANCE, JR. Director Since: 2014 Age: 81 Independent Committees: Compensation and Management Development; Governance (Chair)

Acuity Inc. | 2026 Proxy Statement | 16

CORPORATE GOVERNANCE AT ACUITY

MAYA LEIBMAN Director Since: 2020 Age: 59 Independent Committees: Compensation and Management Development (Chair); Governance

LAURA G. O’SHAUGHNESSY Director Since: 2020 Age: 48 Independent Committees: Audit; Governance

Acuity Inc. | 2026 Proxy Statement | 17

CORPORATE GOVERNANCE AT ACUITY

MARK J. SACHLEBEN Director Since: 2021 Age: 60 Independent Committees: Audit (Chair); Governance

Acuity Inc. | 2026 Proxy Statement | 18

CORPORATE GOVERNANCE AT ACUITY

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 Inc. | 2026 Proxy Statement | 19

CORPORATE GOVERNANCE AT ACUITY

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.acuityinc.com under 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 Inc., 1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309. 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 Inc. | 2026 Proxy Statement | 20

CORPORATE GOVERNANCE AT ACUITY

Board Refreshment and Succession Planning Since 2020, 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 areas such as executive leadership, strategic growth and development, engineering, technology, innovation, finance, accounting, human capital and talent management, and enterprise risk management. 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.acuityinc.com under Investors then Governance – Committee Charters &

Governance Documents .

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.

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CORPORATE GOVERNANCE AT ACUITY

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. Eight of our nine current directors, who are also our 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. 89% Independent (Current Directors)

Acuity Inc. | 2026 Proxy Statement | 22

CORPORATE GOVERNANCE AT ACUITY

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 .

Audit Committee — Members:*	Roles and Responsibilities of the Committee:	Number of Meetings Held in Fiscal 2025 :
Mark J. Sachleben (Chair) 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.

Compensation and Management Development Committee — Members:*	Roles and Responsibilities of the Committee:	Number of Meetings Held in Fiscal 2025 :
Maya Leibman (Chair) Marcia J. Avedon, Ph.D. W. Patrick Battle James H. Hance, Jr. Mark J. Sachleben**	§ 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. ** Mr. Sachleben served on the Compensation and Management Development Committee in fiscal 2025 until he became the Chair of the Audit Committee in January 2025.

Acuity Inc. | 2026 Proxy Statement | 23

CORPORATE GOVERNANCE AT ACUITY

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, 2025 , 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

2025 , 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 2025 :
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	§ 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 sustainability 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 .	5
* The Board has determined that each member of the Governance Committee is independent under the listing standards of the NYSE.

Director Engagement

Board Meetings and Attendance

During the fiscal year ended August 31, 2025 , 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 2025 (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 2025 (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 Inc. | 2026 Proxy Statement | 24

CORPORATE GOVERNANCE AT ACUITY

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.

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. Also each quarter, the

Audit Committee of the Board receives a report from the Company’s Chief Compliance Officer regarding the Company’s

risk management activities. 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.

Acuity Inc. | 2026 Proxy Statement | 25

CORPORATE GOVERNANCE AT ACUITY

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 is 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 EarthLIGHT program 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 Inc. | 2026 Proxy Statement | 26

CORPORATE GOVERNANCE AT ACUITY

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 focused on increasing talent density is important to the success of our business and

strategies. We recognize that it requires continued investment in our associates. Associate development is part of our

operating system and correlates to our preparedness to meet current and future strategic priorities of the business. 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 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 2025

●	Associate Engagement, Workplace Culture, and Associate Value Proposition Continued our focus on our Listening Strategy and associate engagement action planning–maintaining high sustainable engagement. We remained in the Willis Towers Watson high-performance normative benchmark group, which represents the top 5% of companies included in the survey.
●	Inclusion and Belonging Continued to use our values to guide our business actions and broaden 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 developing in fiscal 2025 and launching in fiscal 2026 programs such as expanded mental health services for international associates, a new voluntary benefit that provides identify theft protection, and new covered health services for a virtual sleep clinic and virtual women’s health
●	Management Development and Associate Training Continued to expand our management effectiveness series focused on coaching to performance. Continued to scale digital learning content and experiences to help associates expand their knowledge, skills and abilities.
●	Associate Compensation Continued our focus on 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 Inc. | 2026 Proxy Statement | 27

CORPORATE GOVERNANCE AT ACUITY

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 (2020-2025). 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.

Stock Ownership Guidelines (2025). We revised the Company’s Stock Ownership Guidelines to remove unexercised

stock options and unvested performance awards from the pool of shares that are eligible to satisfy the minimum

ownership requirements of the Stock Ownership Guidelines.

Acuity Inc. | 2026 Proxy Statement | 28

CORPORATE GOVERNANCE AT ACUITY

Corporate Documents and SEC Filings

The following governance documents are available on our website at www.acuityinc. com under 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 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.acuityinc.com under Investors then Financials–SEC Filings . Our proxy materials

and annual report are available on our website at www.acuityinc.com under Investors then Downloads–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:

§ provide fair pay to directors for work comparable to other companies of similar size and scope;

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

§ 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 used to evaluate executive officer

compensation. The Committee also reviews general industry practices for companies similar in revenue size to the

Company. In fiscal 2025, the Compensation and Management Development Committee reviewed the non-employee

director compensation program and recommended the following adjustments, which the Board approved

and implemented.

§ the Cash Portion (as described below) was increased from $95,000 to $105,000;

§ the Non-Cash Portion (as described below) was increased from $155,000 to $175,000; and

§ the fee paid to the independent Lead Director was increased from $30,000 to $35,000.

A summary of the fiscal 2025 annual fees, which include a cash portion and a non-cash portion, and other compensation

paid to directors is below.

Acuity Inc. | 2026 Proxy Statement | 29

CORPORATE GOVERNANCE AT ACUITY

ANNUAL FEES

In Effe ct Since January 2025

OTHER COMPENSATION (3)
Independent Lead Director Fee:	$35,000
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

$105,000

$280,000

Total Annual Fees

$175,000

(1) Approximately 37.5% of the annual fee for fiscal 2025 was payable in cash. This portion of the annual fee may, at the director’s election, be deferred as

described below.

(2) Approximately 62.5% of the annual fee for fiscal 2025 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,

1. 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.

Acuity Inc. | 2026 Proxy Statement | 30

CORPORATE GOVERNANCE AT ACUITY

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.

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 (the “Minimum Ownership Guidelines”).

The Minimum Ownership Guidelines were equal to $525,000 in fiscal 2025. 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 Minimum Ownership Guidelines, directly held shares, deferred stock units, vested and

unvested DSUs, and unvested RSAs are counted. During fiscal 2025 , each of our non-employee directors met the

Minimum Ownership Guidelines. See Beneficial Ownership of the Company’s Securities .

Fiscal 2025 Director Compensation

The following table shows the fiscal 2025 compensation of our non-employee directors. 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 2025 .

Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (1)(2)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3)	All Other Compensation ($) (4)	Total ($) (5)
Marcia J. Avedon, Ph.D.	105,000	179,878	104	—	284,982
W. Patrick Battle	105,000	179,878	1,159	—	286,037
Michael J. Bender	105,000	179,878	81	—	284,959
G. Douglas Dillard, Jr.	105,000	179,878	766	—	285,644
James H. Hance, Jr.	155,000	179,878	51	5,000	339,929
Maya Leibman	125,000	179,878	350	—	305,228
Laura G. O’Shaughnessy	105,000	179,878	389	—	285,267
Mark J. Sachleben	—	313,607	230	524	314,361
Mary A. Winston (6)	—	—	—	12,500	12,500

(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 2025, 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 meets the Minimum Ownership Guidelines. If the director’s stock ownership does not meet the Minimum Ownership Guidelines, 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, 2025 , one director had unvested

RSAs outstanding as follows: Mr. Hance, 534 shares. As of August 31, 2025 , certain directors had unvested DSUs outstanding as follows: Dr. Avedon,

534 shares; Mr. Battle, 534 shares; Mr. Bender, 534 shares; Mr. Dillard, 534 shares; Ms. Leibman, 534 shares; Ms. O’Shaughnessy, 534 shares; and

Mr. Sachleben, 534 shares. The following table sets forth the allocation of the Cash Portion and the Non-Cash Portion of the annual retainer paid in fiscal

2025 to each applicable director in the form of deferred stock units, RSAs and DSUs.

Acuity Inc. | 2026 Proxy Statement | 31

CORPORATE GOVERNANCE AT ACUITY

	Cash Portion — Deferred Stock Units		Non-Cash Portion — Deferred Restricted Stock Unit Award		Restricted Stock Award
Name	$	#	$	#	$	#
Marcia J. Avedon, Ph.D.	—	—	179,878	534	—	—
W. Patrick Battle	—	—	179,878	534	—	—
Michael J. Bender	—	—	179,878	534	—	—
G. Douglas Dillard, Jr.	—	—	179,878	534	—	—
James H. Hance, Jr.	—	—	—	—	179,878	534
Maya Leibman	—	—	179,878	534	—	—
Laura G. O’Shaughnessy	—	—	179,878	534	—	—
Mark J. Sachleben	133,729	397	179,878	534	—	—
Mary A. Winston	—	—	—	—	—	—

(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, 2025 .

(3) This column shows above-market earnings, which were calculated as the excess of the earnings credited on deferred amounts under the Amended 2011

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 2011 NEDC.

(4) This column shows, for all current directors, 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. For Ms. Winston, who retired from the Board at the

2025 annual meeting, this column shows: a matching charitable contribution made by the Company under the Matching Gift Program on behalf of

Ms. Winston during the term of her service as a director in the amount of $2,500; and charitable contributions made by the Company on behalf of

Ms. Winston following her retirement in recognition of her service to the Company in the amount of $10,000.

(5) In fiscal 2025 , 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.

(6) Ms. Winston did not receive any compensation in fiscal 2025 other than the amount reported in the “All Other Compensation” column as described above.

Acuity Inc. | 2026 Proxy Statement | 32

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,

1. 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 2025 and fiscal 2024 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 2026.

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 2026.

Acuity Inc. | 2026 Proxy Statement | 33

AUDIT COMMITTEE MATTERS

Audit Fees and Other Fees

The Audit Committee is responsible for approving the audit and permissible non-audit services provided by EY, the

Company’s independent registered public accounting firm, and fees for those services. The following t able shows the fees

incurred for audit services and other services provided by EY for fiscal years ended August 31, 2025 and August 31, 2024.

Fees Billed	Description	2025	2024
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. The Audit Fees increased in fiscal 2025 as compared to fiscal 2024 primarily due to (i) additional services related to the acquisition of QSC, LLC, and (ii) an expanded scope of service for audits of statutory financial statements.	$ 4,392,000	$ 2,269,000
Audit-Related Fees	No 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 for 2024 and 2025, and routine on-call tax advisory (ROCA) services for 2025.	128,000	147,000
All Other Fees	No Other Fees in either of the last two fiscal years.	—	—
Total		$ 4,520,000	$ 2,416,000

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.

Acuity Inc. | 2026 Proxy Statement | 34

AUDIT COMMITTEE MATTERS

Report of the Audit Committee

The Audit Committee and the Board previously adopted a written charter (the “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.acuityinc.com

under 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 2025 .

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 2025 were compatible with the independent registered

public accounting firm’s independence.

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, 2025 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, 2025 for filing with the SEC.

AUDIT COMMITTEE

Mark J. Sachleben, Chair

Michael J. Bender

G. Douglas Dillard, Jr.

Laura G. O’Shaughnessy

Acuity Inc. | 2026 Proxy Statement | 35

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.

KAREN J. HOLCOM Senior Vice President and Chief Financial Officer
Mr. Goldman, age 59, 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 2003. 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 65, 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 Inc. | 2026 Proxy Statement | 36

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 activity, the strong Say on Pay vote results at our last three

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, we are maintaining our fiscal 2025

compensation program design for fiscal 2026. 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 in fiscal 2022 and fiscal 2023 continued to impact our executive compensation program during

fiscal 2025 .

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

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

on Pay advisory vote is annual, consistent with the advisory vote of our stockholders on the frequency of our Say on

Pay advisory vote that occurred at our annual meeting held in January 2024, and our next Say on Pay advisory vote

will therefore occur in January 2027.

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

Acuity Inc. | 2026 Proxy Statement | 37

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 made in fiscal 2022 and fiscal 2023 continued to deliver the results that we intended as Acuity has

transformed from principally a luminaires business to a data and control and luminaires business, and positioned the

Company for long-term growth.

Our compensation philosophy is to align pay to performance. Our fiscal 2025 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. The Compensation and Management Development Committee conducts an

annual market and program risk review to confirm that our compensation program meetings these objectives.

In fiscal 2025 , Acuity delivered strong financial performance. We grew net sales, improved adjusted margins and

increased adjusted diluted earnings per share. We also grew our business organically and through acquisitions, and

progressed 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. Key

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

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

feedback from our stockholders on our compensation strategies and program. We appreciate the insights shared by our

stockholders. During our most recent outreach discussions, we received continued 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 2025 demonstrated that strong support from stockholders, with 95% or

more of votes cast in favor of Say on Pay for the third year in a row.

Based on stockholder feedback, our annual market and program risk review, program results and Say on Pay results, we

believe that it is in the best interest of the Company to continue the current compensation program design into fiscal 2026.

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.

Acuity Inc. | 2026 Proxy Statement | 38

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section of the Proxy Statement describes the material elements of the fiscal 2025 executive compensation program

for our NEOs as shown in the Fiscal 2025 Summary Compensation Table .

For fiscal 2025 , 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 2025 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 2025 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 other

key leaders, sought feedback on governance priorities, compensation programs, and environmental and social issues.

Additionally, we sought feedback on the Company’s compensation and benefit programs for our NEOs. In our most recent

pre-proxy season engagement cycle:

We engaged with stockholders in the following ways:

We contacted — 30	of our top stockholders	We held approximately — 8	meetings with stockholders
representing approximately		representing approximately
62%	of our outstanding common stock	23%	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 received strong support from our stockholders at our annual meeting held in

January 2025 and are proud to have received 95% or more of votes cast in favor of Say on Pay for the third year in a row.

Based on stockholder feedback, our annual market and program risk review, program results and Say on Pay results, we

believe that it is in the best interest of the Company to continue the current compensation program design in relation to the

direct compensation elements (base salary, STIP and LTIP) into fiscal 2026.

Acuity Inc. | 2026 Proxy Statement | 39

EXECUTIVE COMPENSATION

Response to Other Stockholder Feedback

We 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 and 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

from our Compensation and Management Development Committee to our Audit Committee that was effective

immediately following the annual meeting held in January 2025; and

§ continued focus executing our EarthLIGHT priorities and strategies as highlighted in our most recent EarthLIGHT

Report available at www.acuityinc.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.

Business Overview

Acuity is a market-leading industrial technology company. Effective March 26, 2025, we changed our corporate name from

Acuity Brands, Inc. to Acuity Inc. We use technology to solve problems in spaces, light and more things to come. Through

our two business segments, Acuity Brands Lighting (ABL) and Acuity Intelligent Spaces (AIS), 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 an audio, video and control platform. We focus on customer outcomes and drive growth and productivity 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 Inc. | 2026 Proxy Statement | 40

EXECUTIVE COMPENSATION

Fiscal 2025 Performance

2025 Financial Highlights

We achieved the following :

Fiscal Year Ended August 31 ($ in millions, except diluted earnings per share)
Net Sales (GAAP)
Diluted Earnings Per Share (GAAP) / Adjusted Diluted Earnings Per Share (Non-GAAP)
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 $4.3 billion for the year ended August 31, 2025 increased by $504.6 million, or 13.1%, compared with the

prior-year period due primarily to increases in sales in both our Acuity Intelligent Spaces and Acuity Brands Lighting

segments. The increase in our Acuity Intelligent Spaces segment was driven by the acquisition of QSC, which contributed

$428.6 million in sales, as well higher net sales of our Atrius and Distech products. Additionally, net sales increased in our

Acuity Brands Lighting segment due primarily to higher net sales within the independent sales and direct sales networks,

partially offset by lower net sales within the corporate accounts and retail channels.

Diluted earnings per share for fiscal 2025 was $12.53 compared with $13.44 for the prior-year period, a decrease of

$0.91, or 6.8%. This decrease reflects lower net income, as well as higher outstanding diluted shares. Adjusted diluted

earnings per share for fiscal 2025 was $18.01 compared with $15.56 for the prior-year period, an increase of $2.45 per

share or 15.7%. The improvement in adjusted diluted earnings per share reflects higher adjusted net income.

We generated $601 million of cash flows from operating activities during fiscal 2025 compared with $619 million in the

prior-year period, a decrease of $17.8 million. The decrease was primarily due to acquisition-related items, the timing of

tariff payments, and accelerated inventory purchases driven by the tariff policy. We allocated $68.4 million in capital

expenditures to support organic growth in our business, $1.2 billion to acquisitions, $200 million to repay a portion of our

term loan, $20.6 million in dividends paid to stockholders, and $118.5 million to repurchases of approximately 436

thousand shares.

Acuity Inc. | 2026 Proxy Statement | 41

EXECUTIVE COMPENSATION

Key Fiscal 2025 Achievements

§ We improved our financial and operating performance in fiscal 2025 and continued to create stakeholder value and

compound shareholder wealth

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

§ We renamed our Company to Acuity Inc., reflecting our evolution and aligning to our strategy of using technology to

solve problems and create impactful experiences that shape how people live, work and connect

§ In Acuity Brands Lighting (“ABL”), our financial performance was strong , and we made progress on our strategy and

on our initiatives

◦ We realigned the business into luminaires and electronics

◦ We continued to enhance our product portfolio, Contractor Select TM , Design Select TM and Made to Order, to

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

◦ We invested for future growth , prioritizing new verticals where we have not historically competed or where we are

under-penetrated:

◦ in our healthcare vertical we strengthened our offering through the CARE Collection TM and through the

development of our Nightingale TM range of products

◦ across multiple verticals, we accelerated our product vitality efforts through the acquisition of M3 Innovation, LLC

("M3") and launched M3 Sports Lighting Solution by Lithonia Lighting ® and Holobeam TM by Holophane ®

◦ We continued to be recognized for innovation and won several notable awards for products throughout the year

including multiple prestigious Red Dot® Product Design awards

§ In Acuity Intelligent Spaces (“AIS”), we continued to deliver strong growth and profitability aligned to our mission of

making spaces smarter, safer and greener through our strategy of connecting the edge with the cloud using disruptive

technologies that leverage data interoperability

◦ We scaled AIS to become a larger part of Acuity

◦ We acquired and integrated QSC, LLC (“QSC”), an audio, video and control solutions company

◦ We won several notable awards for our Atrius® Facilities applications, Distech Eclypse® and Q-SYS® platform

§ We generated significant free cash flow and effectively allocated capital consistent with our priorities, including

investing for growth in our existing businesses and allocating $68 million to capital expenditures . We invested over

$1.2 billion in acquisitions, increased our dividend by 13 percent and allocated $119 million to repurchase

approximately 436 thousand shares at an average price of approximately $270 per share.

Total Stockholder Returns

At August 31, 2025 , the one-, three-, five- and ten-year total returns on the Company’s common stock compared to that of

the respective benchmark indices were as follows:

Acuity Inc.

Standard & Poor’s

Midcap 400 Index

Dow Jones

U.S. Electrical

Components

& Equipment Index

Dow Jones

U.S. Building

Materials &

Fixtures Index

Acuity Inc. | 2026 Proxy Statement | 42

EXECUTIVE COMPENSATION

2025 Executive Compensation

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, performance and stockholder value creation;

§ reinforcement of the Company’s business and operating strategy;

§ competitive with peer group and market practice;

§ motivation and retention of key talent; and

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

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 help ensure that our executive compensation program does not encourage 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 maintain a clawback policy that complies with and exceeds the SEC rules and NYSE listing standards, and we include clawback rights in our equity award agreements 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 We do not provide excessive perquisites to our executives

Acuity Inc. | 2026 Proxy Statement | 43

EXECUTIVE COMPENSATION

Pay and Performance Alignment

At Acuity, 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 and 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

2025 , our CEO’s variable pay represented 90% of total direct compensation opportunity, and for our other NEOs, variable

pay represented on average approximately 78% of total direct compensation opportunity.

ELEMENTS OF FISCAL 2025 DIRECT COMPENSATION

10%

22%

15%

Other

NEOs

78%

Performance-

Based

CEO

90%

Performance-

Based

54%

24%

75%

Vehicle and Measures	Objective
Long-Term Incentive Award
§ For the CEO, weighting includes: § 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 includes: § 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 over the long term; § Help ensure a balanced perspective of both absolute and relative performance; § 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%) (each as may be adjusted): § Net sales (34%) § Operating profit (33%) § Free cash flow (non-GAAP) (33%) § Individual Performance (20%): § Including EarthLIGHT 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 achievement of EarthLIGHT goals aligned with Company and stockholder interests.
Base Salary
	§ Provide a competitive level of fixed cash compensation; and § Reward individual performance level of experience, and responsibility.

Acuity Inc. | 2026 Proxy Statement | 44

EXECUTIVE COMPENSATION

Process for Setting Executive Compensation

Role of Compensation Consultant

Under its Charter, the Compensation and Management Development Committee is authorized to engage outside advisors

at the Company’s expense. In fiscal 2025 , the Compensation and Management Development Committee continued to

engage Exequity as its independent compensation consultant. Exequity does not provide any additional consulting

services to the Company.

The Compensation and Management Development Committee approves the services to be performed by the consultant

and the related costs. Under the terms of arrangement with Exequity, Exequity performed the following services for the

Compensation and Management Development Committee in fiscal 2025 (in addition to preparation for and attendance at

meetings of the Compensation and Management Development Committee):

§ peer group assessment, market compensation analysis, and overall compensation program design for the CEO and the

other NEOs;

§ market compensation analysis for non-employee directors;

§ assistance and support on various items, including review of incentive programs, equity utilization, updates related to

evolving executive compensation, and governance trends;

§ risk review of the executive compensation program; and

§ review of the draft Proxy Statement and input on various disclosures therein.

The Chair of the Compensation and Management Development Committee may make additional requests of the

compensation consultant during the year on its behalf.

Prior to engaging Exequity, and annually thereafter (most recently in October 2025), the Compensation and Management

Development Committee considered Exequity’s independence, including the following factors: (1) other services provided

to us by the consultant; (2) fees paid by us as a percentage of the consulting firm’s total revenue; (3) policies or

procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or

personal relationships between the individual consultants involved in the engagement and a member of the Compensation

and Management Development Committee; (5) any Company stock owned by the individual consultants involved in the

engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the

individual consultants involved in the engagement. The Compensation and Management Development Committee

reviewed these factors and concluded that the consultant is independent and that the work of the consultant did not raise

any conflict of interest.

Market Data

The Compensation and Management Development Committee annually reviews the components of our executive

compensation program for the CEO and other NEOs to assess market competitiveness relative to peer group data and

market survey data.

The peer group includes companies of comparable size and business focus, and is representative of the companies with

whom we compete for executive talent. Although we focus on ensuring industry-representative peers, there is no

individual or group of companies of similar size that exactly matches the markets and industry that our Company serves.

The compensation consultant and management developed the recommended peer group based upon an assessment of

the representative factors described above, as well as the availability of publicly-disclosed compensation information,

revenue (approximately 0.5 times and 2.5 times that of the Company), market capitalization and historical profitability. To

help inform pay recommendations for fiscal 2025 , the Compensation and Management Development Committee, with

support from its independent compensation consultant, reviewed our fiscal 2024 peer group and decided that no changes

were needed.

Acuity Inc. | 2026 Proxy Statement | 45

EXECUTIVE COMPENSATION

The peer group is comprised of the following list of 21 companies and includes electrical components and equipment,

building products, construction, and engineering and industrial machinery companies with size and financial

characteristics generally comparable to us:

A.O. Smith Corporation Allegion plc AMETEK Inc. Belden Inc. Carlisle Companies, Inc. Dover Corporation EnerSys Generac Holdings, Inc. Hubbell Incorporated IDEX Corporation Keysight Technologies, Inc. Lennox International Inc. Lincoln Electric Holdings, Inc. Pentair plc Regal Rexnord Corporation Rockwell Automation, Inc. Roper Technologies, Inc. Sensata Technologies Hldg. plc Snap-on Incorporated Vishay Intertechnology, Inc. Xylem Inc.

In evaluating NEO compensation, survey data is also reviewed as a secondary reference to help ensure a holistic review

of the market.

Role of Executive Officers

The CEO reports to the Compensation and Management Development Committee on his evaluations of certain senior

executives, including the other NEOs. He makes compensation recommendations for the other NEOs with respect to base

salary, merit increases, short-term incentives and long-term incentives, which are the basis of discussion with the

Compensation and Management Development Committee.

Executive Compensation Framework

General Compensation Levels

The total direct compensation opportunities offered to our executive officers have been designed to ensure that they have

a strong relationship with the creation of long-term value for stockholders, are competitive with market practices, support

our executive recruitment and retention objectives, and are internally equitable among executives based on skill levels

and experience. The short-term and long-term incentive portions of total direct compensation are designed to be

performance-based and to provide compensation in excess of base salary only when performance goals are met.

In determining total direct compensation opportunities, the Compensation and Management Development Committee

considers: compensation information and input, including peer group comparisons and survey market data, provided by its

compensation consultant; the evaluation by the Board of the CEO; and the CEO’s performance review and

recommendation for each of the other executive officers.

On an aggregate basis, target total direct compensation for our NEOs in fiscal 2025 was generally aligned with the median

aggregate target total direct compensation of the named executive officers of our peer group companies. On an individual

basis, target total direct compensation for our NEOs was generally within a competitive range (+/-15%) of the peer group

median for comparable positions, subject to exceptions for individual factors such as tenure, responsibilities and

performance. The individual elements of compensation are described further below.

Elements of Compensation

For fiscal 2025 , our executive compensation program consisted of the following compensation elements for the

NEOs, including:

§ base salary;

§ performance-based short-term incentive awards;

§ performance-based long-term incentive awards in the form of PSUs with a three-year performance period that vest, if at

all, after three years, subject to achievement of performance goals;

§ time-based RSU awards with a three-year vesting period;

§ post-termination compensation retirement benefits, as well as severance and change in control arrangements; and

§ limited perquisites, including an executive physical benefit (see Executive Perquisites for more details).

Acuity Inc. | 2026 Proxy Statement | 46

EXECUTIVE COMPENSATION

NEOs generally also participate in our health and welfare plans on the same basis as other full-time associates.

The rationale for each element of compensation is described below.

Pay Element	Performance Metric	Rationale	Target Pay
Total Direct Compensation
Base Salary		Market competitive base pay allows for the attraction and retention of high-performing executives
Short-Term Performance-Based Incentive Award	Net Sales (as may be adjusted)	Aligns objective financial performance metrics to our annual operating plan	80% of Target
	Operating Profit (as may be adjusted)	Rewards operational performance and profitability
	Free Cash Flow (non-GAAP) (as may be adjusted)	Rewards generating cash to support our capital allocation priorities
	Individual Performance	Rewards individual contributions including a focus on EarthLIGHT that positively impact overall Company performance and results	20% of Target
Long-Term Incentive Award - Performance Stock Units	3-year ROIC in excess of WACC and rTSR	§ For CEO: Greater weighting to demonstrate the pay for performance focus while encouraging sound investments that generate returns for stockholders, while also providing alignment with other NEOs	75% of Target LTI Value
		§ For other NEOs: Encourages leaders to make sound investments that generate returns for stockholders	60% of Target LTI Value
Long-Term Incentive Award - Restricted Stock Units		§ For CEO: Enables retention and alignment with stockholders; a lower weighting to emphasize PSUs	25% of Target LTI Value
		§ For other NEOs: Enables retention and alignment with stockholders	40% of Target LTI Value
Other Compensation
Post-Termination Compensation		Provides a measure of security against possible employment loss, through a change in control or severance agreement, in order to encourage the executive to act in the best interests of the Company and stockholders

2025 Elements and Determination of Executive Compensation

Base Salary

Base salary is designed to attract talented executives and provide a secure fixed element of cash compensation. Salary

adjustments may be made annually as merited or upon promotion to a position of increased responsibility. The base

salaries of executives are generally set near or below the 50th percentile of peer group data for comparable positions

depending on individual factors such as tenure, responsibilities and performance. For the NEOs, the Compensation and

Management Development Committee considers market data and individual factors in determining pay levels.

For fiscal 2025 , the base salaries for our NEOs were set, based on individual performance, peer group benchmarks and

survey market data. The base salaries for Mr. Ashe and Ms. Holcom remained the same. The base salaries of

Mr. Goldman and Ms. Mills were increased in recognition of their individual performance and as a result of a market

assessment of comparable positions in our peer group, as shown below:

Name — Neil M. Ashe	$ 1,000,000	$ 1,000,000	% Change — —%
Karen J. Holcom	$ 550,000	$ 550,000	—%
Barry R. Goldman	$ 500,000	$ 525,000	5%
Dianne S. Mills	$ 500,000	$ 525,000	5%

Acuity Inc. | 2026 Proxy Statement | 47

EXECUTIVE COMPENSATION

Short-Term Incentive Awards

Performance-based short-term incentive compensation is a key component of our executive compensation strategy. STIP

awards are made under the 2017 Management Cash Inventive Plan, which was approved by stockholders at the January

2018 annual meeting, amended and restated in 2023, and has been renamed the Acuity Inc. Short-Term Incentive Plan

(the “Short-Term Incentive Plan”). STIP awards are designed to motivate executive officers to attain specific annual

performance objectives that, in turn, further our long-term objectives.

STIP awards are based on a combination of Company financial performance and individual performance. For fiscal 2025 ,

80% of the STIP opportunity could be earned based on the Company’s financial performance relative to net sales,

adjusted operating profit and adjusted free cash flow, and 20% of the STIP opportunity could be earned based on

achievement of individual performance goals, which included an EarthLIGHT-related goal. Payouts range from 50% (at

threshold) to 200% (at maximum) of target based on Company performance against targets that the Compensation and

Management Development Committee sets at the beginning of the fiscal year. If performance does not meet threshold,

there is no award payout for Company performance. The individual performance component for the NEOs is determined

using our performance management process (“PMP”), which results in the assignment of an individual performance

percent using the rating scale described below (“PMP Rating”).The maximum amount of dollars available for STIP award

payouts to all eligible associates, including the NEOs, is equal to the sum of (1) the total incentive earned based on

Company performance compared to the pre-established Company goals, plus (2) the amount we would pay if all eligible

associates received a 100% PMP Rating.

Under the STIP, the amount of each actual award, including the awards to the NEOs, is determined as follows:

Base Salary x Short-Term Incentive Target % = Target Opportunity — Target Opportunity x 80% Financial Goal x Company Performance %	+	Target Opportunity x 20% Individual Goal x Individual Performance %	=	Total Short-Term Incentive Payable

Fiscal 2025 Short-Term Incentive Target

At the start of the fiscal year, the Compensation and Management Development Committee sets each NEO’s Target

Opportunity, which is equal to a percentage of the NEO’s base salary. We generally provide a greater portion of total

compensation as incentive-based compensation as opposed to fixed base salary to reinforce the alignment between pay

and performance. Each NEO’s Target Opportunity is shown in the table below. The Compensation and Management

Development Committee reviewed peer group data and individual performance, and determined that the only change for

fiscal 2025 was an increase in the STIP Target for Ms. Holcom from 100% to 125% to bring her target total direct

compensation to be more closely aligned with the peer group median and in recognition of her performance.

Name	Salary ($)	STIP Target (%)	Target Opportunity ($)
Neil M. Ashe	1,000,000	150%	1,500,000
Karen J. Holcom	550,000	125%	687,500
Barry R. Goldman	525,000	100%	525,000
Dianne S. Mills	525,000	100%	525,000

Fiscal 2025 Financial Performance Measures and Weighting

As mentioned above, 80% of the short-term incentive awards is based on our achievement of financial performance

measures, which are typically 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 and current business objectives.

Acuity Inc. | 2026 Proxy Statement | 48

EXECUTIVE COMPENSATION

Each of the 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.

STIP FINANCIAL PERFORMANCE MEASURES

Measure (1)	Weighting	Calculation	Rationale
Net sales	●	Net sales is calculated in the same manner as net sales in our income statement.	Aligns objective financial performance metrics to our annual operating plan
Operating profit	●	Operating profit is calculated in the same manner as operating profit in our income statement.	Rewards operational performance and profitability
Free cash flow (non-GAAP)	●	Free cash flow is calculated as cash flows from operations less purchases of property, plant and equipment, plus proceeds from the sale of property, plant and equipment.	Rewards generating cash to support our capital allocation priorities

(1) Net sales, operating profit and free cash flow (non-GAAP) may be adjusted pursuant to the Short-Term Incentive Plan. See Appendix B for

r econciliations to the most directly comparable financial measures calculated in accordance with GAAP and information relating to the calculation of these

performance measures.

Performance Measurement Payout Levels

Our Compensation and Management Development Committee sets performance levels at threshold, target and maximum

based on improvement in annual financial measures that correlate with the long-term financial performance of mid-to-large

cap companies. We strongly believe that our current performance measures, consisting of net sales (34%), operating

profit (33%) and free cash flow (33%), are not only the leading indicators of how the Company performs, but also the main

drivers to enhance our stockholder value.

The following table shows the threshold, target and maximum goals for each financial performance measure, along with

our actual performance and resulting payout percent and weighted payout percent. The “weighted payout percent” is

determined by multiplying the performance measure’s weight by the payout % earned for that measure. For fiscal 2025,

the following adjustments were made to our operating profit results for items not contemplated when the target was set, as

described in further detail in Appendix B : employee severance, impairments and other costs; and acquisition-related

items. For fiscal 2025, the following adjustments were made to our free cash flow (non-GAAP) results for items not

contemplated when the target was set, as described in further detail in Appendix B : employee severance costs;

acquisition-related items; and tariff payments ahead of collections.

Acuity Inc. | 2026 Proxy Statement | 49

EXECUTIVE COMPENSATION

STIP FINANCIAL PERFORMANCE MEASURES

Measure (2)	Weighting	Performance Objectives (1)			Achievement % (rounded)	Weighted Payout % (rounded)
		Threshold	Target	Maximum
Net sales	●	●		$4,346	84%	29%
Operating profit	●	●		$689	99%	33%
Free cash flow (non-GAAP)	●	●		$589	103%	34%
				Company Payout Percentage		96%

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

(2) Net sales, operating profit and free cash flow (non-GAAP) may be adjusted pursuant to the Short-Term Incentive Plan. See Appendix B for

reconciliations of non-GAAP measures to the most directly comparable financial measures calculated in accordance with GAAP and information relating

to the calculation of these performance measures.

(3) Adjustments to performance measure results for items not contemplated when the targets were set in fiscal 2025 are described in Appendix B .

Individual Performance

Individual performance for the NEOs is evaluated after the end of the fiscal year by:

§ comparing actual performance to daily job responsibilities and pre-established individual objectives consistent with

overall Company objectives, and

§ considering, on a qualitative basis, whether the individual’s performance reflects our corporate values, business

philosophies and our EarthLIGHT objectives and goals.

At the end of the fiscal year, each participant, including each NEO, is given a PMP Rating, which corresponds to a range

of PMP Payout Percentages, as shown in the table below.

PMP Rating Descriptions	Range of PMP Payout Percentage — Minimum	Maximum
Consistently Exceeded Expectations	130%	200%
Met and Often Exceeded Expectations	110%	130%
Met Expectations	85%	110%
Met Some Expectations	25%	85%
Did Not Meet Expectations	0%	0%

At the end of the fiscal year, the Compensation and Management Development Committee (or, with respect to Mr. Ashe,

the Board) as applicable, selects the precise payout percentage within the applicable range based on factors such as level

of responsibility and impact on our performance, with calibrations made across comparable positions to achieve

consistency of the percentages selected.

Acuity Inc. | 2026 Proxy Statement | 50

EXECUTIVE COMPENSATION

Key Achievements of our NEOs

The individual objectives for fiscal 2025 for Mr. Ashe were set with the approval of the Compensation and Management

Development Committee. The individual objectives during fiscal 2025 for the other NEOs were set after individual

discussion with Mr. Ashe.

Mr. Ashe’s individual performance was evaluated based on criteria including the achievement of financial targets, value

creation through effective capital allocation, advancement of ABL and AIS strategies, successful acquisition and

integration of QSC, realization of the Company’s EarthLIGHT goals, and continued enhancement of the Company’s

culture and talent.

Ms. Holcom’s individual performance was assessed against criteria such as achieving financial targets, leading the

capital allocation strategy, successfully acquiring and integrating QSC, executing a pension de-risking initiative, enhancing

our investor relations strategy, and driving continuous improvement in financial processes and talent development

including the achievement of EarthLIGHT goals.

Mr. Goldman’s individual performance was measured by factors such as his leadership in the acquisition and integration

of QSC, navigating evolving government tariff policies and regulatory changes, and providing strategic oversight of

initiatives aligned with the Company’s EarthLIGHT program.

Ms. Mills’ individual performance was evaluated on elements including her leadership in the acquisition and integration of

QSC, advancing Associate Sustainable Engagement efforts and related EarthLIGHT goals, and supporting succession

planning by recruiting and onboarding a new Senior Vice President of Human Resources ahead of her planned retirement.

Fiscal 2025 Short-Term Incentive Award

On October 23, 2025, the Compensation and Management Development Committee certified the achievement of fiscal

2025 financial performance objectives based upon information prepared by the Company’s finance department and

approved the fiscal 2025 STIP awards to the NEOs, other than Mr. Ashe. The independent members of the Board then

reviewed and approved the Compensation and Management Development Committee’s recommendations with respect to

Mr. Ashe’s fiscal 2025 STIP award.

The following table reflects the actual STIP awards for each of our NEOs based on our financial performance and their

individual performance for fiscal 2025 :

Named Executive Officer	Financial Performance Payout($) (1)		Individual Performance Payout ($) (2)		Actual 2025 Short-Term Incentive Award Payout ($)
Neil M. Ashe	1,152,000	+	360,000	=	1,512,000
Karen J. Holcom	528,000	+	165,000	=	693,000
Barry R. Goldman	403,200	+	126,000	=	529,200
Dianne S. Mills	403,200	+	105,000	=	508,200

(1) Financial performance payout is equal to Target Opportunity multiplied by 80% of the Financial Goal achieved at 96%.

(2) Individual performance payout is equal to Target Opportunity multiplied by 20% of the individual performance percent achieved. Individual performance

percent achieved for each of the NEOs was: Mr. Ashe, 120%; Ms. Holcom, 120%; Mr. Goldman, 120%; and Ms. Mills, 100%.

Long-Term Incentive Awards

A substantial portion of the total direct compensation of our NEOs is delivered in LTIP awards in the form of PSUs and

RSUs. LTIP awards are generally granted on an annual basis. The Compensation and Management Development

Committee may also grant LTIP awards at the time an executive officer is hired or promoted, or to recognize an executive

officer’s outstanding performance.

LTIP awards are granted under the stockholder-approved Omnibus Incentive Plan. The purpose of the LTIP is to enable

executive officers and other eligible associates to accumulate capital through future managerial performance, which the

Compensation and Management Development Committee believes contributes to the future success of our Company. The

Compensation and Management Development Committee believes that awards under the LTIP promotes a long-term

focus on our profitability due to the multi-year vesting period under the plan. The LTIP is also intended to directly align the

value received by the NEOs with the value received by our stockholders since LTIP awards are paid in shares of our

common stock.

Acuity Inc. | 2026 Proxy Statement | 51

EXECUTIVE COMPENSATION

Fiscal 2025 Long-Term Incentive Awards

In fiscal 2025 , LTIP awards were based on the following parameters:

§ the grant date value of annual awards approximates the median target value of awards for similar positions in the

market (the grant date value of the actual award may be slightly higher or lower based on individual performance);

§ for the CEO, 75% of the annual award was in the form of PSUs, of which 50% were based on three-year adjusted

ROIC in excess of WACC and 25% were based on an rTSR metric;

§ for the other NEOs, 60% of the annual award was in the form of PSUs, of which 40% were based on three-year

adjusted ROIC in excess of WACC and 20% were based on an rTSR metric;

§ the PSUs granted to NEOs vest only if the three-year performance goals are achieved;

§ the actual payout of the PSUs is dependent on the achievement of an established performance goal relative to target

performance, which ranges between zero and two-times the number of units originally awarded; and

§ 25% of the CEO annual award and 40% of the other NEO annual awards were in the form of RSUs that vest ratably

over a three-year period.

The NEOs’ awards are intended to demonstrate our commitment to value creation and alignment with stockholders, with

the majority of our CEO’s and other NEOs’ long-term awards delivered as performance-based PSUs.

Fiscal 2025 PSU Performance Goal

The actual number of shares earned under the PSU awards will be determined at the end of a three-year performance

period that begins on September 1, 2024 and ends on August 31, 2027 (i.e., fiscal 2025 through fiscal 2027), based on

the extent by which our average adjusted ROIC exceeds our average estimated WACC and based on our rTSR ranking

against the S&P 400 Capital Goods Index. For rTSR, the S&P 400 Capital Goods Index was determined to be the right

comparison group based on industry, overlap with our compensation peer group, stock price correlation and number of

companies included. See Appendix B for information relating to the calculation of WACC. The Compensation and

Management Development Committee selected these measures for our fiscal 2025 PSUs to encourage the NEOs to

make sound investment decisions that generate positive returns for stockholders and to drive balance between internal

and external performance. The level of achievement is based on the following:

ROIC METRIC

	Threshold	Target (1)	Maximum (1)
Performance Goals	Average adjusted ROIC does not exceed the average estimated WACC by at least 2 percentage points	Average adjusted ROIC is equal to or greater than average estimated WACC by 2 percentage points	Average adjusted ROIC is equal to or greater than average estimated WACC by 6 percentage points
Payout Percentage	0%	100%	200%

(1) The total number of shares earned will be interpolated between Target (100%) and Maximum (200%).

rTSR METRIC

	Threshold (1)	Target	Maximum (1)
Performance Goals	<25th Percentile Rank Relative to the S&P 400 Capital Goods Index	50th Percentile Rank Relative to the S&P 400 Capital Goods Index	>75th Percentile Rank Relative to the S&P 400 Capital Goods Index
Payout Percentage	0%	100%	200%

(1) The total number of shares earned will be interpolated between Threshold (0%) and Maximum (200%).

Acuity Inc. | 2026 Proxy Statement | 52

EXECUTIVE COMPENSATION

Fiscal 2025 Long-Term Incentive Award Values

The following table shows the fiscal 2025 LTIP award values granted to the NEOs, both in dollars and number of shares

(assuming the PSUs are earned at 100%). The LTIP award values for Mr. Ashe, Ms. Holcom, Mr. Goldman and Ms. Mills

increased from the 2024 LTIP award value by 25 percent, 17 percent, 5 percent and 5 percent, respectively, to the amount

shown below in recognition of their individual performance and, in the case of Mr. Ashe, Ms. Holcom and Mr. Goldman, to

more closely align their target LTIP award values with the median of the peer group data for their respective positions:

Named Executive Officer	Grant Date Fair Value of Award ($)	Value by Award Type — Restricted Stock Units ($)	Performance Stock Units ($)	Number of Shares by Award Type (1) — Restricted Stock Units (#)	Performance Stock Units at Target (#)
Neil M. Ashe	7,500,000	1,875,000	5,625,000	6,272	18,815
Karen J. Holcom	1,925,000	770,000	1,155,000	2,576	3,863
Barry R. Goldman	1,050,000	420,000	630,000	1,406	2,107
Dianne S. Mills	1,050,000	420,000	630,000	1,406	2,107

(1) The Number of Shares by Award Type is calculated by dividing the total long-term incentive award value by the Company’s closing stock price on the

grant date, rounded up to the nearest whole unit, then apportioned by Award Type. The Company’s closing stock price on the grant date, October 24,

2024, was $298.97.

RSUs vest ratably over a three-year period and PSUs will vest at the end of three years, subject to achievement of the

specified performance measures. Dividends accrue on RSUs and PSUs but are not paid until the underlying award vests.

Vesting of Fiscal 2023 Performance Stock Units

On October 24, 2022, the Compensation and Management Development Committee granted PSUs (“2022 PSUs”) to our

NEOs, Mr. Ashe, Ms. Holcom, Mr. Goldman and Ms. Mills.

The 2022 PSUs were subject to achievement of our average adjusted ROIC in excess of our average estimated WACC

and upon the TSR of the Company’s common stock as compared to the TSRs of the constituents of the S&P 400 Capital

Goods Index, as constituted on September 1, 2022, measured over a three-year performance period beginning on

September 1, 2022 and ending on August 31, 2025 (i.e., fiscal 2023 through fiscal 2025 ). The Threshold, Target and

Maximum performance achievement levels for the 2022 PSUs were the same as those described above in Fiscal 2025

PSU Performance Goal for ROIC. The payout of the awards was certified by the Compensation and Management

Development Committee on October 23, 2025, based on financial information presented with the final payout representing

maximum performance of 200% for the ROIC portion of the awards and representing a performance achievement of

162% for the rTSR portion of the awards as summarized in the tables below. The following adjustments were made to the

ROIC results for items not contemplated when the applicable three-year targets were set, as described in further detail in

Appendix B : acquisition or divestiture-related items; employee severance, impairments and other costs; and pension

settlement loss.

Average Adjusted ROIC for Performance Period (1)	Average Estimated WACC for Performance Period	Amount by which Average Adjusted ROIC Exceeds WACC	Payout Percentage
18.3%	10.7%	7.7 percentage points	200%

(1) Adjusted ROIC is a non-GAAP financial measure. See Appendix B for a reconciliation to the most directly comparable financial measure calculated in

accordance with GAAP. Adjustments to ROIC results for items not contemplated when the three-year targets were set are also described in Appendix B .

Relative TSR	Actual Performance	Payout Percentage
50th Percentile	80.4%	162%

Based on the 200% ROIC and 162% rTSR performance achievement, Mr. Ashe, Ms. Holcom, Mr. Goldman and Ms. Mills

earned the following payouts for their 2022 PSUs.

Participating Named Executive Officers	Target PSUs (#)	Earned Shares (#)
Neil M. Ashe	23,207	43,474
Karen J. Holcom	5,569	10,432
Barry R. Goldman	3,375	6,322
Dianne S. Mills	3,375	6,322

Acuity Inc. | 2026 Proxy Statement | 53

EXECUTIVE COMPENSATION

Executive Perquisites

The limited perquisites and other personal benefits that were available to our NEOs for fiscal 2025 consisted of: charitable

contributions made by the Company on behalf of an executive officer 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, to

eligible charitable organizations during each fiscal year; an executive physical benefit of up to $5,000 per NEO per year;

limited events attended by our Board and certain members of management, which are designed to foster development

opportunities and encourage strategic discussions with members of our Board; and limited personal use of the Company’s

aircraft, which was subject to reimbursement to the Company. We also provided other limited perquisites and other

personal benefits that we determined had no aggregate incremental cost to the Company.

In fiscal 2025 , the aggregate amount of perquisites and personal benefits provided to each NEO was less than $10,000.

Retirement Benefits

We sponsor the Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan, as amended (the “2002 SERP”),

which was implemented effective January 1, 2003. The 2002 SERP provides participants with a nonqualified pension

benefit based on the participant’s average earnings and years of service, which benefit is generally payable in an annuity

following retirement. Based on stockholder feedback, we amended the 2002 SERP in October 2020 to close the plan to

new participants. Benefits to existing participants were not affected and continue to accrue. Each of our NEOs, other than

Ms. Mills, participated in the 2002 SERP in fiscal 2025 . During fiscal 2025, certain legacy benefits that Ms. Holcom and

Mr. Goldman had under a frozen component of our legacy tax-qualified pension plan (the “Legacy Pension Plan”), which

they had accrued for service prior to becoming executive officers, were paid out in a lump sum. See Pension Benefits in

Fiscal 2025 for a detailed description of the 2002 SERP and the Legacy Pension Plan.

We maintain several deferred compensation plans described below under Fiscal 2025 Non-Qualified Deferred

Compensation . The deferred compensation plans are designed to provide eligible participants an opportunity to defer

compensation on a tax-efficient basis. Under certain plan provisions, we make contributions to participants’ accounts.

We maintain defined contribution plans (“401(k) plans”) for all of our eligible U.S. associates. The 401(k) plans provide for

associate pre-tax contributions, as well as employer matching contributions for salaried participants and certain hourly

participants that do not participate in qualified defined benefit retirement plans.

Change in Control Agreements

We have change in control agreements with our NEOs that provide for separation payments and benefits, consistent with

common market practices among our peers, upon qualifying terminations of employment in connection with a change in

control of our Company. The change in control agreements are intended to promote meeting the business objectives and

needs of our Company and our stockholders by providing the NEOs with some measure of security against the possibility

of employment loss that may result following a change in control.

For additional information on the change in control arrangements see Potential Payments upon Termination—Change

in Control Agreements .

Severance Agreements

To help ensure that we are offering a competitive executive compensation program, we believe it is important to provide

reasonable severance benefits to our NEOs. Accordingly, we have entered into severance agreements with each of

our NEOs.

Severance agreements contain restrictive covenants with respect to confidentiality, non-solicitation and non-competition

and are subject to the execution of a release. Severance agreements for Mr. Ashe, Ms. Holcom, Mr. Goldman and

Ms. Mills are effective until terminated in accordance with the provisions of the agreement, except during a “Covered

Period,” which includes the six months prior to a change in control event and continues for two years following a change

in control.

For additional information on the severance arrangements see Potential Payments upon Termination—

Severance Agreements .

Acuity Inc. | 2026 Proxy Statement | 54

EXECUTIVE COMPENSATION

Other Practices, Considerations and Policies

Stock Ownership Guidelines

Our executive officers are subject to stock ownership guidelines. The guidelines are intended to help ensure that our

executive officers maintain an equity interest in our Company at a level sufficient to assure our stockholders of their

commitment to value creation, while addressing their individual needs for portfolio diversification. The stock ownership

guidelines provide that, over a five-year period, executive officers will attain ownership in our common stock valued at a

multiple of their annual base salary as shown in the table below.

Neil M. Ashe	Multiple of Salary — 6X	●	Barry R. Goldman	Multiple of Salary — 3X	●
Karen J. Holcom	3X	●	Dianne S. Mills	3X	●

The stock ownership levels of all our executive officers currently exceed the salary multiple required by the guidelines. For

the purpose of calculating compliance with the guidelines, share ownership includes shares owned directly or indirectly,

shares and/or units represented by amounts invested in the Company’s 401(k) plans, and unvested time-based RSAs,

RSUs and phantom stock. See our Stock Ownership Guidelines Policy at www.acuityinc.com under Investors then

Governance – Committee Charters & Governance Documents .

Hedging, Pledging and Insider Trading Policy

The Company has adopted an insider trading policy that governs the sale, purchase, and/or other dispositions of our

securities (and related derivative securities) by directors, officers and employees, other covered persons, and the

Company and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards

applicable to the Company. Our insider trading policy prohibits our associates, officers and directors from hedging their

ownership of our common stock, including the prohibition from engaging in short sales of our common stock and from

purchasing or selling any derivative securities, or entering into any derivatives contracts relating to our securities. Our

insider trading policy also prohibits our associates, officers and directors from purchasing, selling, or otherwise disposing

of Company securities while in possession of material non-public information (except in limited circumstances, such as

pursuant to a previously established trading plan).

Our insider trading policy prohibits our executive officers and directors from pledging our common stock. None of our

NEOs or directors holds any of our stock subject to pledge.

Clawback Policy and Clawback Provisions

We have a recoupment or “clawback” policy (“Clawback Policy”) in order to further align the interests of key associates

with the interests of our stockholders and strengthen the link between total compensation and the Company’s

performance. Under our Clawback Policy, 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. The Clawback Policy

provides for the limited exceptions permitted by the applicable listing standards and regulations, including an exception if

the direct expense of recovery would exceed the amount to be recovered.

Under our Clawback Policy, “incentive-based compensation” is defined broadly to include any compensation that is

granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure, and will generally

include our STIP and PSUs. The amount of incentive-based compensation that will be subject to recovery is the excess of

the incentive-based compensation received during the preceding three years over the amount of incentive-based

compensation that would have been received had the amount been determined based on the restated

financial statements.

Our Clawback Policy gives the Compensation and Management Development Committee discretion to administer and

interpret our Clawback Policy. To date, no NEO has been subject to any clawbacks.

Acuity Inc. | 2026 Proxy Statement | 55

EXECUTIVE COMPENSATION

In additio n to the Clawback Policy, STIP awards made under the Short-Term Incentive Plan and LTIP awards made under

the Omnibus Inventive Plan include compensation recovery rights for the Company. The Short-Term Incentive Plan

provides that STIP awards are subject to the Clawback Policy and deduction, clawback or forfeiture to the extent required

to comply with any recoupment requirement imposed under applicable laws, rules, regulations or stock exchange listing

standards. The Short-Term Incentive Plan also provides that STIP awards and any cash payments received pursuant to

such awards will be subject to deduction, recoupment, or forfeiture at the discretion of the Compensation and

Management Development Committee, in the event that the committee determines that a participant’s negligence, fraud

or other misconduct contributed to the Company having to restate all or a portion of its financial statements or in the event

that a participant otherwise engages in misconduct, including any material violation of law or Company policy, which

causes or might reasonably be expected to cause financial, reputational, or other harm to the Company, as determined by

the Compensation and Management Development Committee.

Similarly, the Omnibus Incentive Plan provides that LTIP awards are subject to Clawback Policy or any clawback policy

that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association

on which the Company’s securities are listed or as is otherwise required by applicable law. Further, the Omnibus Incentive

Plan provides that the Compensation and Management Development Committee may determine that participant’s rights,

payments and benefits with respect to any award under it are subject to reduction, cancellation, forfeiture or recoupment

in the event of: the participant’s termination for cause; serious misconduct; violation of the Company’s policies; breach of

fiduciary duty; unauthorized disclosure of any trade secret or confidential information of the Company; breach of

applicable noncompetition, nonsolicitation, confidentiality, or other restrictive covenants; or other conduct or activity that is

in competition with the business of the Company, or otherwise detrimental to the business, reputation or interests of the

Company; or upon the occurrence of certain events specified in the applicable award agreement. In addition, the terms of

agreements for RSU and PSU awards made under the LTIP provide that awards are subject to the Clawback Policy and

deduction, clawback or forfeiture to the extent required to comply with any recoupment requirement imposed under

applicable laws, rules, regulations or stock exchange listing standards.

Equity Award Grant Practices

Equity awards under our LTIP are approved by the Compensation and Management Development Committee, and by the

independent members of the Board for our CEO, on an annual basis or when necessary on the basis of business needs,

changing compensation practices, or other factors. The CEO may make interim equity awards to associates who are not

executive officers from a previously approved discretionary stock pool, which are generally made on the first business day

of each fiscal quarter based on prescribed criteria established by the Compensation and Management Development

Committee. In certain circumstances, the Board may approve equity awards to key associates of newly acquired

businesses in order to retain key talent or to incentivize their continued efforts on behalf of the Company. Interim equity

awards may be granted upon initial hiring and following promotions or other special circumstances that occur during the

year, subject to Compensation and Management Development Committee approval. The Compensation and Management

Development Committee and the independent members of the Board do not take into account material nonpublic

information in determining the timing and terms of the equity-based awards, and we have not timed the disclosure of

material nonpublic information for the purpose of affecting the value of compensation.

Compensation Risk Analysis

Because performance-based incentives play a large role in our overall executive compensation program, we believe that it

is important to help ensure that these incentives do not result in our executives taking actions that may conflict with our

long-term best interests. The Compensation and Management Development Committee considers risk in designing the

compensation program with the goal of appropriately balancing short-term incentives and long-term performance. We

address this in several ways:

§ The various financial performance measures that are set under the STIP and LTIP are balanced and are informed by

prior year performance levels and multi-year performance targets that are reviewed and approved by the Board. We

believe these performance targets are challenging, yet attainable, without the need to take inappropriate risks or make

material changes to our business or strategy.

§ Awards under the LTIP are made in the form of equity grants that either vest over time or upon the achievement of

three-year performance targets. We believe the three-year vesting of the equity awards plays an important role in

mitigating unnecessary or excessive risk taking.

§ The STIP and the LTIP have maximum payout limitations for each participant.

Acuity Inc. | 2026 Proxy Statement | 56

EXECUTIVE COMPENSATION

§ Because the value of the equity awards is best realized through long-term appreciation of stockholder value (especially

when coupled with our Stock Ownership Guidelines ), we believe the equity awards encourage a long-term growth

mentality among our executives and aligns their interests with those of our stockholders.

The Compensation and Management Development Committee’s independent, third-party consultant conducted a risk

assessment of the Company’s compensation programs. After reviewing this risk assessment and discussion of the results

with management, the Compensation and Management Development Committee concluded that our compensation

program does not encourage management to take excessive risks and serves the stockholders’ best interests in our

sustained long-term performance by including an appropriate balance of financial performance measures, extended

vesting schedules and significant stock ownership requirements.

Report of the Compensation and Management

Development Committee

The Compensation and Management Development Committee has reviewed and discussed with management the

contents of the Compensation Discussion and Analysis section of this Proxy Statement. Based on its review and

discussions with management, the Compensation and Management Development Committee recommended to the Board

that the Compensation Discussion and Analysis be included in this Proxy Statement for fiscal 2025 for filing with the SEC.

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE

Maya Leibman, Chair

Marcia J. Avedon, Ph.D.

W. Patrick Battle

James H. Hance, Jr.

Acuity Inc. | 2026 Proxy Statement | 57

EXECUTIVE COMPENSATION

Executive Compensation Tables

Fiscal 2025 Summary Compensation Table

The following table presents compensation data for the NEOs for fiscal 2025 , 2024 and 2023, as may be applicable.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($) (2)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) (3)	All Other Compensation ($) (4)	Total ($)
Neil M. Ashe Chairman, President and CEO	2025	1,000,000	—	8,576,928	—	1,512,000	1,399,155	12,600	12,500,683
	2024	1,000,000	—	6,730,939	—	1,851,000	1,299,815	12,420	10,894,174
	2023	1,000,000	—	6,091,382	—	1,398,800	711,755	11,880	9,213,817
Karen J. Holcom Senior Vice President and Chief Financial Officer	2025	550,000	—	2,146,033	—	693,000	311,197	80,110	3,780,340
	2024	550,000	—	1,810,894	—	678,700	339,153	74,063	3,452,810
	2023	541,667	—	1,791,926	—	569,800	216,233	62,673	3,182,299
Barry R. Goldman Senior Vice President and General Counsel	2025	520,833	—	1,170,808	—	529,200	336,007	49,707	2,606,555
	2024	500,000	—	1,097,531	—	592,000	374,265	45,202	2,608,998
	2023	491,667	—	1,086,017	—	518,000	219,432	36,222	2,351,338
Dianne S. Mills Senior Vice President and Chief Human Resources Officer	2025	520,833	—	1,170,808	—	508,200	5,970	19,083	2,224,894
	2024	500,000	—	1,097,531	—	617,000	7,503	21,120	2,243,154
	2023	491,667	—	1,086,017	—	553,000	4,695	34,813	2,170,192

(1) Represents the aggregate grant date fair value of PSU and RSU awards granted during the applicable fiscal year. The fiscal 2025 awards consisted of

75% PSUs and 25% RSUs for Mr. Ashe and 60% PSUs and 40% RSUs for Ms. Holcom, Mr. Goldman and Ms. Mills. The value of PSUs granted in fiscal

2025, assuming the maximum level of performance will be achieved, is as follows: Mr. Ashe, $ 13,403,577 , Ms. Holcom, $ 2,751,772 , Mr. Goldman,

$ 1,500,912 and Ms. Mills, $ 1,500,912 . The assumptions used to value RSUs and PSUs 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, 2025 . For more information regarding stock awards granted

in fiscal 2025 , see Fiscal 2025 Long-Term Incentive Awards .

(2) Represents amounts earned under the STIP for the applicable fiscal year. For more information, see Fiscal 2025 Short-Term Incentive Awards .

(3) For fiscal 2025 , represents the increase in the actuarial present value of benefits under the 2002 SERP and above-market earnings on deferred

compensation that is not tax-qualified, in each case to the extent applicable. During fiscal 2025 the Legacy Pension Plan was terminated and Ms. Holcom

and Mr. Goldman, the only NEOs who participated in the Legacy Pension Plan, both elected a lump sum payment from the Plan which resulted in no

year-over-year increase in the actuarial present value to their respective Plan benefits. The increases in defined benefit pension values for fiscal 2025

under the 2002 SERP were as follows: Mr. Ashe, $1,399,155, Ms. Holcom $280,584 and Mr. Goldman, $306,014. The change in the pension value for

fiscal 2025 was primarily attributed to an increase in the value under the 2002 SERP due to the passage of time. The above-market earnings on deferred

compensation for fiscal 2025 were as follows: Ms. Holcom, $30,613, Mr. Goldman, $29,993 and Ms. Mills, $5,970. The above-market earnings were

calculated as the excess of the earnings credited on deferred amounts under our deferred compensation plans that were deemed invested in the prime

rate investment alternative under such plans 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 plans. For more information, see

Pension Benefits in Fiscal 2025 and Fiscal 2025 Non-Qualified Deferred Compensation .

(4) Amounts shown for All Other Compensation include the following: matching contributions into the Company’s 401(k) plan for Mr. Ashe, $12,600 ; for

Ms. Holcom, $12,480 ; for Mr. Goldman, $12,620 ; and for Ms. Mills, $9,000 . Also included are Company Contributions into the Deferred Compensation

Plans as follows: Ms. Holcom, $67,630 ; Mr. Goldman, $37,087 ; and Ms. Mills, $10,083 . In fiscal 2025 , the aggregate incremental cost of perquisites and

personal benefits provided to each NEO was less than $10,000.

Acuity Inc. | 2026 Proxy Statement | 58

EXECUTIVE COMPENSATION

Fiscal 2025 Grants of Plan-Based Awards

The following table provides information about equity and non-equity incentive awards for fiscal 2025 for each of the

NEOs. Non-equity incentive plan awards are made under the STIP and equity incentive awards are made under the LTIP.

Name	Grant Date	Estimated Future Payouts under Non-Equity Incentive Plan Awards (1) — Threshold ($)	Target ($)	Maximum ($)	Estimated Future Payouts under Equity Incentive Plan Awards (2) — Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock or Units (#) (3)	Grant Date Fair Value of Stock and Option Awards ($) (4)
Neil M. Ashe		750,000	1,500,000	3,000,000
PSU-ROIC	10/24/24				—	12,544	25,088		3,750,280
PSU-rTSR	10/24/24				—	6,271	12,542		2,951,509
RSU	10/24/24				—	—	—	6,272	1,875,140
Karen J. Holcom		343,750	687,500	1,375,000
PSU-ROIC	10/24/24				—	2,576	5,152		770,147
PSU-rTSR	10/24/24				—	1,287	2,574		605,739
RSU	10/24/24				—	—	—	2,576	770,147
Barry R. Goldman		262,500	525,000	1,050,000
PSU-ROIC	10/24/24				—	1,405	2,810		420,053
PSU-rTSR	10/24/24				—	702	1,404		330,403
RSU	10/24/24				—	—	—	1,406	420,352
Dianne S. Mills		262,500	525,000	1,050,000
PSU-ROIC	10/24/24				—	1,405	2,810	—	420,053
PSU-rTSR	10/24/24				—	702	1,404	—	330,403
RSU	10/24/24				—	—	—	1,406	420,352

(1) These columns show the possible fiscal 2025 payout for each NEO under the STIP if the threshold, target, or maximum goals, as such terms are defined

by the SEC, were achieved. See Fiscal 2025 Summary Compensation Table for final amounts earned. See Fiscal 2025 Short-Term Incentive Award

for a description of the program.

(2) These columns represent the potential payout of PSUs granted on October 24, 2024 under the LTIP if the performance measure is achieved over a three-

year performance period from September 1, 2024 to August 31, 2027 . The threshold payout is 0% of the target shares granted and the maximum payout

is 200% of the target shares for all NEOs. During the period of time that the award is unearned, dividends will accumulate at the same rate as dividends

may be declared and paid on the Company’s common stock (“Accumulated Dividends”). These Accumulated Dividends will be paid in cash when the

underlying PSUs are earned and become vested and the underlying shares are issued. Accumulated Dividends will be forfeited if the PSUs are not

earned or do not become vested. See Fiscal 2025 Long-Term Incentive Award for a description of the program.

(3) This column shows the number of RSUs granted on October 24, 2024 . The RSU grants vest ratably in three equal annual installments beginning one

year from the grant date. Accumulated Dividends are only paid when the RSUs vest and the underlying shares are issued, and will be forfeited if the

RSUs do not become vested.

(4) This column shows the aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718. The grant date fair value of RSU and

PSU-ROIC awards is calculated using the closing price of our common stock on the NYSE on the grant date. The grant date fair value of PSU-rTSR

award is calculated using a Monte Carlo Simulation. The assumptions used to value awards 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, 2025 .

Acuity Inc. | 2026 Proxy Statement | 59

EXECUTIVE COMPENSATION

Outstanding Equity Awards at Fiscal 2025 Year-End

The following table provides information on outstanding equity awards held by the NEOs at August 31, 2025 . The table

includes unexercised or unearned option awards, unvested RSAs and RSUs and unearned PSUs. The vesting schedule

for each grant is shown in the “Vesting Schedule Table” that follows this table based on the grant date of each award. The

option exercise prices shown below are the closing market price of our common stock on the NYSE on the grant date,

except one option award to Mr. Ashe granted on January 31, 2020 had a premium exercise price that was $10 over the

fair market value on the date of grant.

Name	Grant Date	Option Awards — Number of Securities Underlying Unexercised Options Exercisable (#) (1)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Stock Awards — Number of Shares or Units of Stock That Have Not Vested (#) (2)	Market Value of Shares or Units of Stock That Have Not Vested ($) (3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4)	Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units, Or Other Rights That Have Not Vested ($) (5)
Ashe	01/31/20	200,000	—		117.87	01/31/30
	01/31/20	200,000	—		127.87	01/31/30
	01/31/20	100,000	—	—	117.87	01/31/30
	09/01/20	225,000	—	—	108.96	09/01/30
	09/01/20	52,200	—	—	108.96	09/01/30
	10/24/22						46,053	15,034,923	—	—
	10/24/23						6,162	2,011,708	55,452	18,103,414
	10/24/24						6,272	2,047,620	37,630	12,285,066
Holcom	10/24/16	897	—		239.76	10/24/26
	10/25/17	657	—		156.39	10/25/27
	10/24/18	1,468	—		116.36	10/24/28
	10/24/22						11,670	3,809,905	—	—
	10/24/23						2,711	885,060	12,200	3,982,934
	10/24/24						2,576	840,987	7,726	2,522,307
Goldman	10/25/17	1,751	—		156.39	10/25/27
	10/24/18	2,936	—		116.36	10/24/28
	10/24/22						7,072	2,308,796	—	—
	10/24/23						1,643	536,390	7,394	2,413,919
	10/24/24						1,406	459,017	4,214	1,375,745
Mills	10/24/22						7,072	2,308,796	—	—
	10/24/23						1,643	536,390	7,394	2,413,919
	10/24/24						1,406	459,017	4,214	1,375,745

(1) For Mr. Ashe, the stock options shown in this column vested and became exercisable after two independent conditions were satisfied: a four year ratable

vest from the grant date; and the closing stock price of the Company’s common stock reaching either $275 or $225 per share and remaining at or above

that stock price target for ten consecutive trading days following the grant date.

(2) For awards granted on October 24, 2022, this column reflects outstanding RSUs and the PSUs that have been earned, but do not vest until

October 24, 2025.

(3) The market value is calculated as the product of (a) $326.47 per share, the closing market price of our common stock on the NYSE on August 31, 2025 ,

the last trading day of the fiscal year, multiplied by (b) the number of shares that have not vested.

(4) For awards granted on October 24, 2023: for PSUs based on ROIC in excess of WACC, the number of units shown are at maximum based on the

estimated level of achievement as of August 31, 2025; and for PSUs based on rTSR, the number of units shown are at maximum based on the estimated

level of achievement as of August 31, 2025. For awards granted on October 24, 2024: for PSUs based on ROIC in excess of WACC, the number of units

shown are at maximum based on the estimated level of achievement as of August 31, 2025; and for PSUs based on rTSR, the number of units shown are

at maximum based on the estimated level of achievement as of August 31, 2025.

(5) The market value is calculated as the product of (a) $326.47 per share, the closing market price on our common stock on the NYSE on August 31, 2025 ,

the last trading day of the fiscal year, multiplied by (b) the number of PSUs that would be earned based on the estimated level of achievement as of

August 31, 2025 , as described in footnote 4 to this table. For awards granted on October 24, 2023, and October 24, 2024, the threshold, target and

maximum performance percentages for all NEOs are 0%, 100% and 200%, respectively.

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EXECUTIVE COMPENSATION

VESTING SCHEDULE TABLE

Grant Date	Vesting Schedule Description
10/24/2016	Options: 1/3 per year beginning one year from grant date (fully vested 10/24/2019).
10/25/2017	Options: 1/3 per year beginning one year from grant date (fully vested 10/25/2020).
10/24/2018	Options: 1/3 per year beginning one year from grant date (fully vested 10/24/2021).
1/31/2020	Options: One time-vesting option award vests 1/3 per year beginning one year from the grant date (fully vested 1/31/2023); one time-vesting award with a premium exercise price vests 1/3 per year beginning one year from grant date (fully vested 1/31/2023); and one performance-based option will become exercisable if both of the following criteria are satisfied: 4-year ratable vesting beginning one year from the grant date and the Company stock price exceeds $225 per share for ten consecutive trading days. The stock price performance condition had been satisfied as of fiscal 2024 year end.
9/1/2020	Options: two performance-based options would have become exercisable if both of the following criteria were satisfied: 4-year ratable vesting beginning one year from the grant date and the Company stock price exceeds $225 per share or $275 per share, respectively, for ten consecutive trading days. The $225 stock price performance condition had been satisfied as of fiscal 2024 year end, and the $275 stock price performance had been satisfied as of fiscal 2025 year end.
10/24/2022	RSU: 1/3 per year beginning one year from grant date (will be fully vested 10/24/2025); PSU: three-year performance period ends 8/31/2025 (if performance achieved, earned shares will be released on 10/24/2025).
10/24/2023	RSU: 1/3 per year beginning one year from grant date (will be fully vested 10/24/2026); PSU: three-year performance period ends 8/31/2026 (if performance achieved, earned shares will be released on 10/24/2026).
10/24/2024	RSU: 1/3 per year beginning one year from grant date (will be fully vested 10/24/2027); PSU: three-year performance period ends 8/31/2027 (if performance achieved, earned shares will be released on 10/24/2027).

Option Exercises and Stock Vested in Fiscal 2025

The following table provides information for the NEOs on the number of shares acquired upon the exercise of stock

options, the vesting of PSUs, RSAs or RSUs, and the value realized during fiscal 2025 , each before payment of any

applicable withholding tax and broker commissions.

Name	Option Awards — Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($) (1)	Stock Awards — Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (1)
Neil M. Ashe	—	—	43,902	13,282,942
Karen J. Holcom	—	—	12,418	3,753,084
Barry R. Goldman	4,470	345,385	6,628	2,002,404
Dianne S. Mills	—	—	7,755	2,343,986

(1) The value realized is the closing market price on the day the stock options were exercised or the stock awards vested (less the exercise price, in the case

of stock options), multiplied by the total number of shares that were exercised or that vested.

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EXECUTIVE COMPENSATION

Pension Benefits in Fiscal 2025

The table below shows information for NEOs under the 2002 SERP and the Legacy Pension Plan as described in the

following paragraphs.

2002 SERP

The 2002 SERP is an unfunded, non-qualified retirement benefit plan that is offered to executive officers of the Company

to provide retirement benefits above amounts available under the Company’s tax-qualified defined contribution plans.

Benefits payable under the 2002 SERP are generally paid for 180 months (15 years) commencing on the executive’s

normal retirement date, which is defined as retirement at 60. For Mr. Ashe, benefits are comprised of the following

amounts: (a) a monthly amount equal to 2.8% (“standard accrued benefit factor”) of the executive’s average annual

compensation multiplied by the executive’s years of credited service and divided by 12 (the “standard accrued benefit”);

and (b) a second monthly amount equal to 1.4% (“incremental accrued benefit factor”) of the executive’s average annual

compensation multiplied by the executive’s years of credited service and divided by 12 (the “incremental accrued benefit”).

For Ms. Holcom and Mr. Goldman, benefits are comprised of a monthly amount equal to 2.8% (“modified accrued benefit

factor”) of the executive’s average annual compensation multiplied by the executive’s years of credited service and divided

by 12 (the “modified accrued benefit”). Average annual compensation is defined as the average of the executive’s salary

and short-term incentive payment for the three highest consecutive calendar years during the participant’s service with the

Company. An executive is credited with one year of service for each plan year while employed by the Company. Total

years of credited service cannot exceed ten years, although compensation earned after completing ten years of credited

service may be counted for purposes of determining the executive’s average annual compensation and accrued benefit

under the 2002 SERP. A reduced retirement benefit can commence between ages 55 and 60. We do not have a policy for

granting extra years of credited service under the 2002 SERP, except in connection with a change in control as may be

provided for in an executive’s change in control agreement. Participants vest in their plan benefit after three years of

credited service.

While benefits normally commence at age 60 and are paid in monthly installments over 15 years, benefits may be paid

earlier or in a different form as follows:

§ a participant could elect to receive a reduced retirement benefit commencing between ages 55 and 60;

§ a participant could elect to receive their incremental accrued benefit in a lump sum;

§ benefits can also be distributed early in the event of a severe financial hardship; and

§ upon the occurrence of a Section 409A change in control event (as defined in the 2002 SERP), the 2002 SERP will be

terminated consistent with the requirements of Treasury Regulation section 1.409A-3(j)(4)(ix)(B), and the Company will,

within five days of such an event, pay to each participant a lump sum cash payment equal to the lump sum actuarial

equivalent of the participant’s accrued benefit as of such date.

When calculating the actuarial equivalent of the foregoing forms of benefit, the plan uses an interest rate equal to the

lesser of 2.5% per annum or the yield on 10-Year U.S. Treasury Bonds.

The table below summarizes the benefits of each eligible NEO under the 2002 SERP. Ms. Mills, who would have become

an eligible participant for the plan when hired in March 2020, waived her participation right.

Name	Standard Accrued Benefit	Incremental Accrued Benefit	Modified Accrued Benefit	Total Benefit Percent
Neil M. Ashe	2.8%	1.4%	NA	4.2%
Karen J. Holcom	NA	NA	2.8%	2.8%
Barry R. Goldman	NA	NA	2.8%	2.8%

Legacy Pension Plan

The Legacy Pension Plan was a component of our tax-qualified defined benefit pension plan for which Ms. Holcom and

Mr. Goldman were eligible prior to becoming executive officers. Our other NEOs are not eligible for benefits under the

Legacy Pension Plan, and none of our NEOs are otherwise eligible for our tax-qualified defined benefit pension plan. The

Legacy Pension Plan was frozen as to new benefit accruals as of January 1, 2003. During fiscal 2024, the Board

approved a resolution to terminate the Legacy Pension Plan effective as of August 31, 2024. As part of the termination,

pension plan participants were offered an opportunity to cash out their plan balances as a one-time lump sum during fiscal

year 2025. Ms. Holcom and Mr. Goldman elected the cash out option, and the amounts of their one-time lump sum

payments they received during fiscal 2025 are shown in the “Payments During Last Fiscal Year” column of the Fiscal Year

2025 Pension Benefits Table below.

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EXECUTIVE COMPENSATION

Prior to being frozen in 2003 and terminated in 2024, the Legacy Pension Plan provided for a normal retirement pension

payable in the form of a single-life annuity with 10 years certain. Normal retirement was defined as a resignation after age

1. The monthly benefit for each participating NEO under the Legacy Pension Plan following normal retirement would

have been equal to the sum of 0.5% of the NEO’s final average compensation plus 0.5% of the NEO’s final average

compensation in excess of covered compensation, multiplied by the NEO’s years of credited service. Compensation was

generally defined under the Legacy Pension Plan as compensation as shown in Box 1 of Form W-2, subject to

adjustments for salary deferrals, elective contributions and certain equity-based compensation and fringe benefits.

Fiscal Year 2025 Pension Benefits Table

The amounts reported for the NEOs in the table below are the present values of the accumulated benefits in the 2002

SERP as of August 31, 2025 and the one-time lump sum cash-out payments received under the Legacy Pension Plan

during fiscal 2025, to the extent the NEOs participate in such plans. The assumptions used to calculate the present value

of the accumulated benefit are described in the footnotes to the table.

Name	Plan Name	Number of Years Credited Service (#) (1)(2)	Present Value of Accumulated Benefit ($) (3)(4)	Payments During Last Fiscal Year ($)
Neil M. Ashe	2002 SERP	5	5,894,761	—
Karen J. Holcom	2002 SERP	6	1,271,992	—
	Legacy Pension Plan	3	0	(16,773)
Barry R. Goldman	2002 SERP	6	1,315,201	—
	Legacy Pension Plan	5	0	(32,538)

(1) Mr. Ashe became an eligible participant in the 2002 SERP when hired on January 8, 2020. Ms. Holcom and Mr. Goldman became eligible participants in

the 2002 SERP on September 1, 2019.

(2) Ms. Holcom became an eligible participant in the Legacy Pension Plan on January 1, 2000, and Mr. Goldman became an eligible participant in the

Legacy Pension Plan on January 1, 1998. They ceased to accrue additional benefits under the Legacy Pension Plan when it was frozen in 2003.

(3) The accumulated benefit in the 2002 SERP is based on service and earnings (base salary and bonus, as described above) considered by the 2002 SERP

for the period through August 31, 2025 . The present value has been calculated assuming the benefit is payable commencing at a retirement of age 65 for

all NEOs except Mr. Ashe, where the present value has been calculated assuming the benefit is payable commencing at a retirement age of 60. The

discount rate assumed in the calculation is 5.25% compared with 4.85% in the prior year.

(4) As part of the transition of the Legacy Pension Plan administration to an insurance company specializing in pension fund management that began in fiscal

year 2024, participants were offered an opportunity to cash out their plan balances as a one-time lump sum during fiscal 2025. Ms. Holcom and

Mr. Goldman each elected the cash out option.

Fiscal 2025 Non-Qualified Deferred Compensation

The Company maintains certain non-qualified deferred compensation plans that our NEOs may participate in. These

non-qualified deferred compensation plans are described below.

2005 Acuity Brands, Inc. Supplemental Deferred Savings Plan . The 2005 SDSP is an unfunded, non-qualified plan

under which key associates, including our NEOs, are able to annually defer up to 50% of salary and STIP awards as cash

units. Ms. Holcom, Mr. Goldman and Ms. Mills are also eligible to receive a Company matching contribution of their

deferrals (50% of their deferrals, limited to 5% of their base salary and STIP awards, which together is “total cash

compensation”), and, for Ms. Holcom and Mr. Goldman, a pension make-up contribution received in lieu of benefits that

would have been received under a frozen Company pension plan. Prior to January 1, 2022, Ms. Holcom, Mr. Goldman

and Ms. Mills also received a supplemental contribution equal to 3% of their total cash compensation based on calendar

year contributions, which was contributed each December. Effective October 25, 2021, the 2005 SDSP was amended to

remove the supplemental contribution for all eligible participants, including Ms. Holcom, Mr. Goldman and Ms. Mills. This

amendment was effective for the plan year commencing in January 2022. As a result, the final supplemental contribution

was made in December 2021. Effective March 30, 2023, the 2005 SDSP was amended and restated to clarify the

payment structure for certain in-service payment elections.

Mr. Ashe is not eligible to receive the Company contributions under the 2005 SDSP because of the level of benefits that

he receives under the 2002 SERP. As noted above, Ms. Holcom and Mr. Goldman are eligible for the Company

contributions to the plan at the same rate that other participants receive contributions due to the reduced rate at which the

2002 SERP benefit accrues for each of them.

Account balances under the 2005 SDSP earn interest income based on the prime rate. Interest is credited monthly and is

compounded annually.

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EXECUTIVE COMPENSATION

Employee contributions may be paid in a lump sum or up to ten annual installments at the executive’s election. The

executive may direct that deferrals and related earnings be credited to accounts to be distributed in the future and/or to a

retirement account. Future-dated payments may be distributed in a lump sum or up to ten annual installments no earlier

than two years following the last deferral to the account. The executive may change the form of distribution twice during

the period up to one year prior to termination or retirement, with the new distribution being delayed by at least an

additional five years in accordance with Section 409A.

Company contribution accounts may be distributed in a lump sum or up to ten annual installments upon termination of

employment. The executive may change the form of distribution twice during the period up to one year prior to termination

of employment, with the new distribution being delayed by at least an additional five years in accordance with

Section 409A.

2001 Acuity Brands, Inc. Supplemental Deferred Savings Plan . The 2001 SDSP, which does not currently allow

deferrals, covered the same general group of eligible associates and operated in a similar manner to the 2005 SDSP,

except that it encompassed contributions by the executive and the Company that were vested as of December 31, 2004.

These contributions were, therefore, not subject to the provisions of Section 409A. Executive deferrals may be distributed

in a lump sum or up to ten annual installments beginning no sooner than five years following the calendar year of deferral.

Company contributions will be distributed at or following termination in a lump sum or installments at the associate’s

election, which must be in place 24 months prior to termination. There were no deferrals or Company contributions into

the 2001 SDSP during fiscal 2024. When the 2001 SDSP was active, Ms. Holcom and Mr. Goldman each received annual

Company contributions to the 2001 SDSP at the same rate as other plan participants, including pension make-up

contributions in lieu of benefits that would have been received under a frozen Company pension plan.

The table below provides fiscal 2025 information related to our NEOs in our non-qualified deferred compensation plans.

Name	Plan Name	Executive Contributions in Last FY ($) (1)	Registrant Contributions in Last FY ($)	Aggregate Earnings in Last FY ($) (2)	Aggregate Withdrawals/ Distributions ($) (3)	Aggregate Balance at Last FYE ($) (4)
Neil M. Ashe (5)	NA	NA	NA	NA	NA	NA
Karen J. Holcom	2001 SDSP	—	—	860	—	12,153
	2005 SDSP	122,870	67,630	108,602	(107,652)	1,557,303
Barry R. Goldman	2001 SDSP	—	—	1,040	—	14,689
	2005 SDSP	59,200	37,087	109,076	(41,321)	1,549,550
Dianne S. Mills	2005 SDSP	20,750	10,083	19,802	—	292,441

(1) The amounts shown include salary deferrals and/or deferrals of amounts paid under the STIP. The salary portion of the amounts reflected above is

included in the amount reported as “Salary” in the Fiscal 2025 Summary Compensation Table as follows: Ms. Holcom, $55,000 and Ms. Mills, $20,750 .

The deferred STIP award portion of the amounts shown above is included in the amount reported as “Non-Equity Incentive Plan Compensation” in the

Fiscal 2025 Summary Compensation Table as follows: Ms. Holcom, $67,870 and Mr. Goldman, $59,200 .

(2) The amounts shown are not included in the Summary Compensation Table for Fiscal 2025 except to the extent they represent above-market earnings in

excess of 120% of the applicable federal rate. The earnings consist of interest credited to each NEOs account balance during fiscal 2025 , which balance

may include deferred compensation from prior periods.

(3) The amounts shown are not included in the Fiscal 2025 Summary Compensation Table. The amounts shown for Ms. Holcom, Mr. Goldman and Ms. Mills

consist of distributions of prior period deferrals of compensation along with related interest earned. As described above, participants may elect such

distributions at the time deferral elections are made.

(4) A portion of amounts shown in this column for the 2005 SDSP were previously reported as compensation in the Summary Compensation Table for this

year and for prior years as follows: Ms. Holcom, $ 979,074 ; Mr. Goldman, $ 459,950 ; and Ms. Mills, $ 255,216 . The amounts shown also include participant

deferrals, Company contributions, and interest credited in prior fiscal periods when Ms. Holcom and Mr. Goldman were not NEOs and for Ms. Mills

beginning as of her date of employment with the Company.

(5) Mr. Ashe does not participate in the non-qualified deferred compensation plans.

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EXECUTIVE COMPENSATION

Employment Arrangements

At the time we first hire an associate, we generally provide the associate with a letter outlining the effective date of their

employment, the basic compensation arrangements for the associate’s at-will employment, any benefits to which the

associate is entitled, and whether the associate is entitled to participate in any severance or change in control benefits.

We do not have employment contracts with any of our associates, including our NEOs. All NEOs are entitled to participate

in benefit plans and perquisites afforded to executives at their level and coverage under the Company’s directors’ and

officers’ liability insurance coverage. A summary of current employment arrangements with our NEOs is provided in the

table below.

Fiscal 2025 Employment Arrangements — Neil M. Ashe	Salary	$1,000,000
	Short-Term Incentive	percentage of base salary
	Long-Term Incentive	percentage of base salary
Karen J. Holcom	Salary	$550,000
	Short-Term Incentive	percentage of base salary
	Long-Term Incentive	percentage of base salary
Barry R. Goldman	Salary	$525,000
	Short-Term Incentive	percentage of base salary
	Long-Term Incentive	percentage of base salary
Dianne S. Mills	Salary	$525,000
	Short-Term Incentive	percentage of base salary
	Long-Term Incentive	percentage of base salary

See Potential Payments upon Termination for a description of each NEO’s severance agreement and change in

control agreement.

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EXECUTIVE COMPENSATION

Potential Payments upon Termination

We have entered into severance agreements and change in control agreements with each of our NEOs. The material

terms of these agreements are described below and the potential payments upon termination are shown in the table

that follows.

Severance Agreements

The severance agreements for the NEOs provide benefits to our NEOs in the event the executive’s employment is

involuntarily terminated by us without cause, or for Mr. Ashe only, in the event that he terminates his employment for good

reason any time after a change in control. The agreements terminate without payment in the event an executive is

terminated for cause, dies, incurs a disability, or voluntarily terminates (other than in the case of Mr. Ashe, a voluntary

termination in connection with a qualifying good reason).

The severance agreements are effective until terminated in accordance with the provisions of each agreement and

provide the following benefits to our NEOs for the severance period shown for each NEO.

Severance Benefit	Ashe (2 yrs)	Holcom (1 yr)	Goldman (1 yr)	Mills (1 yr)
A severance payment consisting of continuation of the then current monthly base salary for the severance period	●	●	●	●
A lump sum payment equal to the greater of (i) a predetermined percentage of base salary (as described for each executive therein) and (ii) the annual bonus that would be payable based upon the Company’s actual performance, in each case, calculated on a pro rata basis and payable at the same time that bonuses are otherwise payable under the Company’s bonus plan	(150%)	(125%)	(100%)	(100%)
A lump sum payment equal to accrued but unused vacation or sick pay as determined under the Company’s policy (1)	●	●	●	●
Continuation of health care and life insurance coverage for the severance period	●	●	●	●
Accrual of additional credited service under the 2002 SERP during the severance period (2)	●	●	●
Outplacement services not to exceed 10% of base salary	●	●	●	●
Vesting of certain equity awards during the severance period	(3)	(4)	(4)	(4)

(1) Based on current Company policy, none of the NEOs would receive a payment for accrued but unused vacation or sick pay.

(2) Mr. Ashe, Ms. Holcom and Mr. Goldman would receive additional years of credited service if a terminating event occurs prior to their attainment of three

years of credited service; however, each of them has attained three years of credited service.

(3) For Mr. Ashe, continued vesting of stock options, RSAs or RSUs, and performance stock or PSUs, during the severance period.

(4) For Ms. Holcom, Mr. Goldman and Ms. Mills, the vesting and exercisability of all outstanding equity awards will be in accordance with the terms of the

respective award agreements.

Under the severance agreement for Mr. Ashe, a termination of employment by Mr. Ashe for “good reason” means the

occurrence of any of the following acts, after a Change in Control, which is not corrected within 30 days after written notice

is given to us by Mr. Ashe:

§ a material diminution in authority, duties or responsibilities (including reporting responsibilities), which, in executive’s

judgment, represents an adverse change in status, title, position, or responsibilities;

§ a reduction in the executive’s base salary or any failure to pay the executive any compensation or benefits to which he

is entitled within five days of the date due;

§ requiring the executive to be based more than 50 miles from the primary workplace where executive is currently based,

except for reasonably required business travel; or

§ a material breach by us of the severance agreement.

Under the severance agreement for Mr. Ashe, the Change in Control definition is the same as that used in Mr. Ashe’s

change in control agreement, described below.

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EXECUTIVE COMPENSATION

Under the severance agreements, the involuntary termination of an executive by the Company for “cause,” which results

in the termination of the severance agreement and for which no benefits would be payable, occurs for the

following reasons:

§ termination is the result of an act or acts by the executive, which have been found in an applicable court of law to

constitute a felony (other than traffic-related offenses);

§ termination is the result of an act or acts by the executive, which are in the good faith judgment of the Company to be in

violation of law or of written policies of the Company and which result in material injury to the Company;

§ termination is the result of an act or acts of dishonesty by the executive resulting or intended to result directly or

indirectly in gain or personal enrichment to the executive at the expense of the Company; or

§ the continued failure by the executive substantially to perform the duties reasonably assigned to him, after a demand in

writing for substantial performance of such duties is delivered by the Company.

The severance agreement for Mr. Ashe also provides that the Company will pay his reasonable legal fees and related

expenses if he were to bring a legal claim for benefits and was successful to a significant extent in enforcing his rights

under the severance agreement.

The severance agreements of all NEOs contain restrictive covenants with respect to confidentiality, non-solicitation and

non-competition, and benefits under such severance agreements are subject to the execution of a release. With respect to

Ms. Holcom, Mr. Goldman and Ms. Mills, in the event of certain breaches of the covenants set forth in the severance

agreement by the executive, such executive would be required to reimburse the Company 70% of the severance amounts

payable thereunder.

Change in Control Agreements

The change in control agreements are intended to provide the NEOs with security against the possibility of employment

loss that may result following a change in control so that they may devote their energies to meeting the business

objectives and needs of the Company and its stockholders.

The change in control agreements are effective until terminated in accordance with the provisions of the agreements,

except during a covered period, which includes the six months prior to a change in control event and continues for two

years following a change in control. However, the term of the change in control agreements will not expire during a

threatened change in control period (as defined in the change in control agreements) or prior to the expiration of two years

following a change in control.

The change in control agreements are double trigger and provide the following benefits to our NEOs in the event

employment is terminated for other than cause or by the executive for good reason:

Change in Control Benefits	Ashe (3x)	Holcom (1.5x)	Goldman (1.5x)	Mills (1.5x)
A lump sum cash payment equal to a multiple of the base salary (greater of the base salary in effect on the date of termination or during the 90 day period prior to a change in control)	●	●	●	●
A lump sum cash payment equal to a multiple of the pro rata bonus which is the greatest of: the most recent bonus paid, the annual bonus payable (at target) during which the termination or change in control occurs, or the average of the annual bonus paid during the last three fiscal years	●	●	●	●
Continuation of health and welfare benefits, including, as applicable, medical, dental benefits, disability and life insurance for the specified term	●	●	●	●
Cash payment representing additional amounts of participation in our defined contribution plan and non-qualified deferred compensation plan for the specified term	●	●	●	●
Cash payment equal to the lump sum actuarial equivalent of the accrued benefit under the 2002 SERP as of the date of termination of employment, whether or not the accrued benefit has vested	●
Accrual of up to a total of three years of credited service under the 2002 SERP, if termination occurs before three years of credited service has been earned		●	●
Better net cutback (1)	●	●	●	●
Accelerated vesting of stock options, RSA or RSU awards and performance stock or PSU awards (at 100% of target) (2)(3)	●	●	●	●

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EXECUTIVE COMPENSATION

(1) If the payments to be made under the change in control agreement would be subject to such excise tax, (a) the net benefit after excise payments will be

compared to (b) the net benefit if covered payments are limited to the extent necessary to avoid excise payments. If the net amount payable in (a) is less

than that payable under (b), then the payment will be reduced in a manner that maximizes executive’s economic position.

(2) For Mr. Ashe, stock option awards with price targets will only be accelerated if such stock price targets have been achieved as of the termination date and

any performance stock awards would be accelerated at the target level.

(3) For Mr. Ashe, the Company may be required to immediately purchase for cash, on demand, at the then per-share fair market value, any shares of

unrestricted stock and shares purchased upon the exercise of options.

The change in control agreements provide benefits to our NEOs in the event employment is terminated by the Company

for cause, due to disability, by reason of death, or by executive for other than good reason. Benefits in these events are as

follows: all amounts earned or accrued through the termination date, including base salary, reimbursement of reasonable

and necessary expenses, vacation pay and sick leave.

In addition, the Company will pay all legal fees and related expenses incurred by the officer arising out of any disputes

related to his termination of employment or claims under the change in control agreement if, in general, the circumstances

for which he has retained legal counsel occurred on or after a change in control.

For purposes of the change in control agreements, a change in control is defined as one or more of the following:

§ the acquisition of 30% or more of the combined voting power of our then outstanding voting securities (other than

certain acquisitions by Company fiduciaries or certain internal reorganizations);

§ a change in more than 50% of the members of our Board, who were either members as of the distribution date or were

nominated or elected by a vote of two-thirds of those members or members so approved;

§ consummation of a merger or consolidation through which our stockholders no longer hold more than 60% of the

combined voting power of our outstanding voting securities resulting from the merger or consolidation in substantially

the same proportion as prior to the merger or consolidation;

§ consummation of a complete liquidation or dissolution or the sale or other disposition of all or substantially all of our

assets; or

§ the approval by stockholders of the sale of all or substantially all of the assets of the Company or any merger,

consolidation, issuance of securities, or purchase of assets, the result of which would be the occurrence of any of the

events described in the prior two bullets.

Under the change in control agreement, a termination for cause for Mr. Ashe is a termination evidenced by a resolution

adopted by two-thirds of the Board (for Ms. Holcom, Mr. Goldman and Ms. Mills, upon the reasonable determination by the

Company) that the executive:

§ intentionally and continually failed to substantially perform their duties, which failure continued for a period of at least

30 days after a written notice of demand for substantial performance has been delivered to the executive specifying the

manner in which the executive has failed to substantially perform; or

§ intentionally engaged in conduct that is demonstrably and materially injurious to us, monetarily or otherwise.

The executive will not be terminated for cause until he or she has received a copy of a written notice setting forth the

misconduct described above and until he or she has been given an opportunity to be heard by the Board.

Under the change in control agreements, disability has the meaning ascribed to such term in our long-term disability plan

or policy covering the executive, or in the absence of such plan or policy, a meaning consistent with Section 22(e)(3) of

the Internal Revenue Code.

Under the change in control agreements, good reason means the occurrence of any of the following events or conditions

in connection with a change in control:

§ a material diminution in authority, duties, or responsibilities, which, in the executive’s judgment, represents an adverse

change in status, title, position, or responsibilities;

§ with respect to Mr. Ashe, any reduction in the executive’s base salary or any failure to pay the executive any

compensation or benefits to which he is entitled within five days of the date due and with respect to Ms. Holcom,

Mr. Goldman and Ms. Mills a reduction of more than 10% of such executive’s base salary in effect immediately prior to

a change in control;

§ requiring the executive to be based more than 50 miles from the primary workplace where the executive is currently

based, except for reasonably required business travel; or

§ a material breach by us of the agreement (or in the case of Mr. Ashe, a material breach by us of the terms of the

employment letter dated January 8, 2020).

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EXECUTIVE COMPENSATION

Other Possible Payments upon Death, Disability and Retirement

The following describes possible payments upon an NEO’s death, disability, or retirement in accordance with the terms of

certain of the Company’s compensation plans.

Death/Disability

§ For all participants in the Omnibus Incentive Plan, stock options become fully vested and are exercisable to the earlier

of the expiration date or one year after the event, and RSAs, RSUs and PSUs become fully vested and are immediately

payable (at Target for PSUs).

§ For all participants in the Company’s 401(k) Plan, the 2001 SDSP and the 2005 SDSP, any Company contributions

become vested and are payable upon death, or total and permanent disability.

Retirement

§ For all participants in the Omnibus Incentive Plan with stock options who are age 55 and above, vested stock options

are exercisable to the earlier of the expiration date or five years after retirement; unvested options are forfeited.

§ All participants in the Omnibus Incentive Plan with PSU awards granted on or after October 26, 2020 who have 5 years

of service will receive a pro-rata portion of the award that will remain outstanding and available to vest following a

participant’s termination, except in the event of termination for cause. Such pro-rata portion will be calculated based on

the portion of the service period worked between the grant date and termination date in one-year increments. For

example, if a participant works more than one year from the grant date but less than two years from the grant date,

such participant would be eligible to receive one-third of the PSU, payable at the performance level achieved at the end

of the performance period.

Potential Payments Upon Termination Table

The following table shows potential benefits that our NEOs would be entitled to receive upon termination of employment in

each termination situation shown. These amounts are estimates only and do not necessarily reflect the actual amounts

that would be paid to the NEOs, which would only be known at the time they become eligible for payment. The amounts

shown in the table are the amounts that could be payable under existing plans and arrangements if the NEO’s

employment had terminated at August 31, 2025 . Values for the accelerated vesting of stock option, RSA, RSU and PSU

grants are based on the closing price of our common stock of $326.47 on the NYSE on August 31, 2025 .

The table does not include amounts that the executives would be entitled to receive that are already described in the

compensation tables, including the value of equity awards that are already vested, amounts payable under defined benefit

pension plans, and amounts previously deferred into the deferred compensation plans. In the event the NEO is entitled to

benefits under both the severance agreement and the change in control agreement, the NEO is entitled to receive benefits

under whichever agreement provides the greater aggregate value. No additional amounts are due in the event of a

voluntary resignation by our NEOs.

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EXECUTIVE COMPENSATION

Name	Change in Control with Termination ($)	Termination without Cause ($)	Termination with Good Reason ($)	Retirement ($)	Death or Disability ($)	Termination with Cause ($)
Neil M. Ashe
Cash Severance (1)	7,536,000	3,512,000	3,512,000	—	—	—
Retirement Benefits	5,036,065	2,277,446	2,277,446	—	—	—
Health and Welfare Benefits (2)	99,591	66,394	66,394	—	—	—
Outplacement Counseling	—	100,000	100,000	—	—	—
Additional Company Contributions (3)	37,800	25,200	25,200	—	—	—
Long-Term Incentives (4)	20,095,534	—	—	8,081,982	20,095,534	—
Total Lump Sum	32,804,991	5,981,040	5,981,040	8,081,982	20,095,534	—
Estimated Better Net Impact (5)	—	NA	NA	NA	NA	NA
Total Payment	32,804,991	5,981,040	5,981,040	8,081,982	20,095,534	—
Karen J. Holcom
Cash Severance (1)	1,864,500	1,243,000	—	—	—	—
Retirement Benefits	—	—	—	—	—	—
Health and Welfare Benefits (2)	32,380	21,586	—	—	—	—
Outplacement Counseling	—	55,000	—	—	—	—
Additional Company Contributions (3)	28,668	19,112	—	—	—	—
Long-Term Incentives (4)	5,382,837	—	—	1,748,029	5,382,837	—
Total Lump Sum	7,308,385	1,338,698	—	1,748,029	5,382,837	—
Estimated Better Net Impact (5)	—	NA	NA	NA	NA	NA
Total Payment	7,308,385	1,338,698	—	1,748,029	5,382,837	—
Barry R. Goldman
Cash Severance (1)	1,581,300	1,054,200	—	—	—	—
Retirement Benefits	—	—	—	—	—	—
Health and Welfare Benefits (2)	50,501	33,667	—	—	—	—
Outplacement Counseling	—	52,500	—	—	—	—
Additional Company Contributions (3)	30,705	20,470	—	—	—	—
Long-Term Incentives (4)	3,135,091	—	—	1,033,930	3,135,091	—
Total Lump Sum	4,797,597	1,160,837	—	1,033,930	3,135,091	—
Estimated Better Net Impact (5)	—	NA	NA	NA	NA	NA
Total Payment	4,797,597	1,160,837	—	1,033,930	3,135,091	—
Dianne S. Mills
Cash Severance (1)	1,568,750	1,045,833	—	—	—	—
Retirement Benefits	—	—	—	—	—	—
Health and Welfare Benefits (2)	37,550	25,033	—	—	—	—
Outplacement Counseling	—	52,500	—	—	—	—
Additional Company Contributions (3)	18,900	12,600	—	—	—	—
Long-Term Incentives (4)	3,135,091	—	—	1,033,930	3,135,091	—
Total Lump Sum	4,760,292	1,135,966	—	1,033,930	3,135,091	—
Estimated Better Net Impact (5)	—	NA	NA	NA	NA	NA
Total Payment	4,760,292	1,135,966	—	1,033,930	3,135,091	—

(1) For benefits related to a change-in-control, this represents payments under the change in control agreements, which are equal to a multiple of salary and

the greatest of current year bonus (at target), prior year bonus, or average of bonus for last three years, subject to proration. For benefits related to a

severance agreement (i.e., termination without cause or, for Mr. Ashe, termination for good reason following a change in control), this represents salary

for the severance period plus a cash payment equal to the greater of (i) a predetermined percentage of base salary and (ii) the annual bonus that would

be payable based upon the Company’s actual performance, subject to proration.

(2) Includes payments of continued health and welfare benefits as outlined in change in control agreements and severance agreements.

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EXECUTIVE COMPENSATION

(3) Includes payments of additional benefits as outlined in change in control agreements and severance agreements including the present value of additional

credited service in the 2002 SERP, as well as additional contributions into the deferred compensation plan and annual Company contributions in the

401(k) plan, if applicable, equal to the number of months associated with each NEOs’ payout multiple.

(4) The value realized on unvested equity awards represents the fair market value of unvested awards at August 31, 2025 , using our closing price of $ 326.47

on that date, less the exercise price of unvested options. No payment is made for unvested options where the exercise price is greater than our year-end

closing price. For Mr. Ashe, stock option awards with price targets will be accelerated upon a terminating event since the stock price targets have been

achieved as of the termination date and performance stock or PSUs awards would be accelerated upon a terminating event at the target level.

(5) The change in control agreements provide that if the payments to be made under the change in control agreement would be subject to excise tax, (a) the

net benefit after excise payments will be compared to (b) the net benefit if covered payments are limited to the extent necessary to avoid excise

payments. If the net amount payable in (a) is less than that payable under (b), then the payment will be reduced in a manner that maximizes the

executive’s economic position.

CEO Pay Ratio

SEC Rules require us to annually disclose the total annual compensation of our CEO, the median of the total annual

compensation of all associates other than our CEO, and the ratio of the total annual compensation of our CEO to that of

our median associate (the “CEO Pay Ratio”). The following CEO Pay Ratio disclosure for fiscal 2025 is the Company’s

reasonable, good faith estimate calculated in accordance with the requirements of Item 402(u) of Regulation S-K and

Section 954(6) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and may not

be comparable to the pay ratio disclosures of other companies.

Identification of Median Associate

For purposes of the CEO Pay Ratio for fiscal 2025, as permitted by Item 402(u) of Regulation S-K, we used the same

median employee identified in last year’s proxy statement because we concluded that there was no change in our

employee population or compensation arrangements that would significantly impact our pay ratio disclosure. In reaching

this conclusion, pursuant to the instructions in Item 402(u) of Regulation S-K, in our determination to use the fiscal 2024

median employee for our pay ratio disclosure for fiscal 2025, we did not take into account approximately 995 employees

of QSC, LLC, which we acquired in January 2025. To determine our median associate in fiscal 2024, we used August 31,

2024 as the measurement date. As of such date, the Company had 13,243 associates, of which 3,636 ( 27.5% ) were

employed in the United States, 8,661 ( 65.4% ) were employed in Mexico, 635 ( 4.8% ) were employed in Canada, and 311

( 2.3% ) were employed in other non-U.S. locations, including Europe and the Asia/Pacific region. We used the following

multi-step process to identify the median associate in fiscal 2024:

§ We reviewed the total headcount as of August 31, 2024 , in each of the jurisdictions in which we conduct business and

excluded 311 associates in non-U.S. locations other than Canada and Mexico under the de minimis 5% exclusion. The

excluded associates are located in each of the following jurisdictions: the United Kingdom ( 105 ), France ( 116 ), the

Netherlands ( 58 ), China ( 25 ), Germany ( 3 ), Italy ( 2 ), Sweden ( 1 ) and Poland ( 1 ). We included all full-time and part-time

associates and excluded Mr. Ashe and independent contractors and leased workers who were employed, and whose

compensation was determined by, an unaffiliated third party. After permissible exclusions, our total headcount as of the

measurement date was 12,932 associates of our 13,243 total associate population, or 97.7% .

§ As permitted under the SEC rules, we then calculated the total earnings for the 12 months prior to the measurement

date for all individuals who were employed on the measurement date, annualizing the total earnings for any permanent

associate who commenced employment during fiscal 2024. We defined “total earnings” for this purpose as base salary

or hourly wages (including overtime and shift premiums) paid during the applicable period (excluding any deferred

compensation paid); bonuses, commissions and other cash incentive compensation paid during the applicable period;

taxable exercises or vesting of equity-based awards occurring during the applicable period; paid sick time; vacation and

holiday pay; retroactive pay; patent awards; service awards; retention bonuses; and sign-on bonuses. “Total earnings”

did not include imputed income, allowances, equity compensation that was awarded but that did not become taxable

during the applicable period or employer contributions to tax-qualified or nonqualified plans. For individuals who were

hired shortly before August 31, 2024 and therefore did not have a paycheck prior to that date, we treated their annual

base salary rate as in effect on their hire date as their total earnings for purposes of identifying the median employee.

We converted the calculated total earnings for non-U.S. associates to U.S. dollars using the average currency

exchange rate for the fiscal year period. We believe the use of total earnings are an appropriate consistently applied

compensation measure for purposes of this analysis. Using this total earnings data over the 12 months prior to the

measurement date, we identified the median associate.

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EXECUTIVE COMPENSATION

Fiscal 2025 CEO Pay Ratio

For fiscal 2025 , the median of the annual total compensation of all of the Company’s associates, other than Mr. Ashe, was

$19,531 , which equals the total fiscal 2025 compensation of our median associate identified as described above,

calculated in the same manner as the “Total Compensation” shown for Mr. Ashe and the other NEOs in the Summary

Compensation Table.

Mr. Ashe’s total annual compensation, as reported in the “Total Compensation” column of the Fiscal 2025 Summary

Compensation Table was $12,500,683 . Based on this information, the CEO Pay Ratio is estimated to be 640 to 1.

Alternate Ratio Calculation: Since the majority of the Company’s associate population is not based in the U.S., the

Company is providing an alternative pay ratio calculations using the Company’s U.S. median associate identified in fiscal

1. For fiscal 2025 , the median of total annual compensation of all of the Company’s U.S. associates, other than

Mr. Ashe, was $87,723 . Mr. Ashe’s total annual compensation, as reported in the “Total Compensation” column of the

Fiscal 2025 Summary Compensation Table was $12,500,683 . Based on this information, the CEO Pay Ratio for the

median U.S. associate is estimated to be 143 to 1.

Pay Versus Performance

Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the

relationship between the compensation actually paid to our NEOs and certain measures of Company performance. The

material that follows is provided in compliance with these rules.

The following table provides information regarding compensation actually paid to our principal executive officer, or PEO,

and other NEOs for each fiscal year from fiscal 2021 to fiscal 2025 , compared to our total shareholder return (TSR) and

the TSR of a peer group from August 31, 2020 through the end of each such fiscal year, and our net income and ROIC for

each such fiscal year.

Year (a)	Summary Compensation Table Total for PEO (b) (1)(2)	Compensation Actually Paid to PEO (c) (1)(3)	Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) (4)	Average Compensation Actually Paid to Non-PEO Named Executive Officers (e) (5)	Value of Initial Fixed $100 Investment Based On: — Total Shareholder Return (f) (6)	Dow Jones U.S. Electrical Components & Equipment Index Total Shareholder Return (g) (7)	Net Income ($M)(h) (8)	Adjusted ROIC (9)
2025	$ 12,500,683	$ 36,920,834	$ 2,870,596	$ 5,708,679	$ 303.17	$ 272.25	$ 396.60	18.50 %
2024	$ 10,894,174	$ 56,800,509	$ 2,768,321	$ 6,631,128	$ 235.97	$ 188.05	$ 422.60	19.40 %
2023	$ 9,213,817	$ 8,585,748	$ 2,567,942	$ 2,140,698	$ 149.04	$ 155.48	$ 346.00	17.10 %
2022	$ 7,679,005	$ 4,822,663	$ 2,071,282	$ 2,261,684	$ 151.03	$ 128.32	$ 384.00	18.10 %
2021	$ 14,908,045	$ 52,621,462	$ 2,161,603	$ 4,860,075	$ 169.52	$ 144.85	$ 306.30	16.10 %

(1) Our PEO for each fiscal year was Neil Ashe .

(2) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year.

(3) Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the

starting point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment

table below.

Year — 2025	12,500,683	( 8,576,928 )	33,271,281	( 1,399,155 )	Pension Benefit Adjustments ($) (c) — 1,124,953	36,920,834
2024	10,894,174	( 6,730,939 )	52,921,426	( 1,299,815 )	1,015,662	56,800,509
2023	9,213,817	( 6,091,382 )	5,096,654	( 711,755 )	1,078,414	8,585,748
2022	7,679,005	( 5,000,154 )	1,477,973	( 578,872 )	1,244,711	4,822,663
2021	14,908,045	( 11,212,565 )	48,631,456	( 1,055,471 )	1,349,997	52,621,462

(a) The reported value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary

Compensation Table for the applicable year.

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EXECUTIVE COMPENSATION

(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of

any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end

of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of

the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for

awards granted in prior years that vest i n the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal

year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year,

a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on

stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any

other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from

those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year	Year End Fair Value of Equity Awards Granted in Year ($)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total Equity Award Adjustments ($)
2025	13,462,964	9,220,538	—	10,587,779	—	—	33,271,281
2024	15,938,793	30,447,865	—	6,534,768	—	—	52,921,426
2023	3,169,434	( 895,482 )	—	2,822,702	—	—	5,096,654
2022	6,959,607	( 6,392,606 )	—	910,972	—	—	1,477,973
2021	27,291,422	20,360,204	—	979,830	—	—	48,631,456

(c) The pension benefit adjustments for each applicable year reflect the service cost for services rendered during the year.

(4) This figure is the average of the total compensation paid to our NEOs other than our PEO in each listed year, as shown in our Summary Compensation

Table for such listed year. The names of the non-PEO NEOs in each year are listed in the table below.

Year	Non-PEO NEOs
2025	Karen J. Holcom, Barry R. Goldman, Dianne S. Mills
2024	Karen J. Holcom, Barry R. Goldman, Dianne S. Mills
2023	Karen J. Holcom, Barry R. Goldman, Dianne S. Mills
2022	Karen J. Holcom, Barry R. Goldman, Dianne S. Mills
2021	Karen J. Holcom, Barry R. Goldman, Dianne S. Mills, Richard K. Reece

(5) This figure is the average of compensation actually paid for our NEOs other than our PEO in each listed year. Compensation actually paid does not mean

that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation

Table total compensation under the methodology prescribed under the SEC’s rules as shown in the table below, with the indicated figures showing an

average of such figure for all NEOs other than our PEO in each listed year.

Year	Average Reported Summary Compensation Table Total for NEOs ($)	Average Reported Value of Equity Awards ($) (a)	Average Equity Award Adjustments ($) (b)	Average Reported Change in Pension Value ($)	Pension Benefit Adjustments ($) (c)	Average Compensation Actually Paid to NEOs ($)
2025	2,870,596	( 1,495,883 )	4,311,568	( 195,533 )	217,930	5,708,679
2024	2,768,321	( 1,335,319 )	5,245,332	( 240,307 )	193,101	6,631,128
2023	2,567,942	( 1,321,320 )	827,418	( 129,789 )	196,447	2,140,698
2022	2,071,282	( 1,100,104 )	1,109,446	( 59,414 )	240,474	2,261,684
2021	2,161,603	( 856,252 )	3,321,196	( 150,803 )	384,331	4,860,075

(a) The average reported value of equity awards represents average of the total of the amounts reported in the “Stock Awards” and “Option Awards”

columns in the Summary Compensation Table for the applicable year.

(b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of

any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end

of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of

the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for

awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal

year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year,

a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on

stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any

other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from

those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Acuity Inc. | 2026 Proxy Statement | 73

EXECUTIVE COMPENSATION

Year	Average Year End Fair Value of Equity Awards Granted in Year ($)	Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($)	Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total Average Equity Award Adjustments ($)
2025	2,220,327	1,665,481	—	425,760	—	—	4,311,568
2024	2,968,366	2,272,093	—	4,873	—	—	5,245,332
2023	782,272	( 27,500 )	—	72,646	—	—	827,418
2022	1,311,812	( 244,037 )	—	41,671	—	—	1,109,446
2021	2,605,621	728,029	—	( 12,455 )	—	—	3,321,196

(c) The pension benefit adjustments for each applicable fiscal year consist of the average of the actuarially determined service cost for services rendered

during the applicable year plus, to the extent applicable, the average of the prior service cost, calculated as the entire cost of benefits granted in a

plan amendment or initiation during the applicable year attributable to services rendered during prior periods. For 2025 , 2024 , 2023 and 2022 the

pension benefit adjustments consist only of service cost for services rendered during the applicable year. For 2021, the pension benefit adjustments

consist of $170,096 of average service cost for services rendered during 2021 and $214,235 of average prior service cost.

(6) Total shareholder return is calculated by assuming that a $100 investment was made on the day immediately prior to the first fiscal year reported in the

table and reinvesting all dividends until the last day of each reported fiscal year.

(7) The peer group used is the Dow Jones U.S. Electrical Components & Equipment Index, as used in the Company Stock Performance graph in our annual

report. Total shareholder return is calculated by assuming that a $100 investment was made on the day immediately prior to the first fiscal year reported

in the table and reinvesting all dividends until the last day of each reported fiscal year .

(8) The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements.

(9) The Company’s adjusted ROIC is the financial performance measure that was the most important financial performance measure used by the Company

in fiscal 2025 to link compensation actually paid to performance. Adjusted ROIC is a non-GAAP financial measure. See Appendix B for a reconciliation of

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

Tabular List of Performance Measures

The list below includes the financial performance measures that in our assessment represent the most important financial

performance measures used to link compensation actually paid to our NEOs, for fiscal 2025 , to Company performance.

Tabular List of Performance Measures
Adjusted ROIC
Net Sales
Adjusted Operating Profit
Adjusted Free Cash Flow
rTSR

Description of Relationships Between Compensation Actually Paid and Performance

The following graphs provide a visual representation of the relationship between the compensation actually paid (“CAP”)

of our PEO and the average CAP of our non-PEO NEOs as it relates to each financial measure noted in the pay versus

performance table above. The relationship between the Company (AYI) TSR and our peer group TSR is reflected in the

first graph titled “AYI & Peer TSR vs. Compensation Actually Paid.” Performance measure mix, timing of grants and

outstanding vesting, share price volatility, and other factors impact CAP. Notably, PEO CAP for fiscal 2021 reflects the

impact of two separate, one-time awards, both of which only would become exercisable after the Company’s common

stock reached and maintained a stock price target of either $225 or $275 for ten consecutive trading days. The stock price

target of $225 was achieved during fiscal 2024, and the target of $275 was achieved during fiscal 2025.

Acuity Inc. | 2026 Proxy Statement | 74

EXECUTIVE COMPENSATION

AYI & PEER TSR VS. COMPENSATION ACTUALLY PAID

g PEO CAP ($M) g Average Non-PEO CAP ($M) — AYI — DJUSECT

AYI NET INCOME VS. COMPENSATION ACTUALLY PAID

g PEO CAP ($M) g Average Non-PEO CAP ($M) — Net Income

AYI ADJUSTED ROIC VS. COMPENSATION ACTUALLY PAID

g PEO CAP ($M) g Average Non-PEO CAP ($M) — Adjusted ROIC

Acuity Inc. | 2026 Proxy Statement | 75

Stock Ownership

Equity Compensation Plans

The following table provides information as of August 31, 2025 about equity awards under our equity compensation plans.

Plan Category — Equity compensation plans approved by the security holders (1)	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) — 1,235,188	$ 119.81	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) — 1,591,087
Equity compensation plans not approved by the security holders	NA	NA	NA
Total	1,235,188		1,591,087

(1) Includes the Omnibus Incentive Plan that was approved by our stockholders on January 5, 2022, the Employee Stock Purchase Plan, amended and

restated effective March 1, 2006, that was approved by our sole stockholder in November 2001, the 2006 Nonemployee Directors’ Deferred

Compensation Plan (the “2006 NEDC”) that was approved by our sole stockholder in November 2001, and the 2011 Nonemployee Director’s Deferred

Compensation Plan (the “2011 NEDC”) that was approved by our stockholders in January 2012.

(2) Includes 803,742 stock options, 247,747 RSUs, 153,011 PSUs (at target) and 30,688 deferred stock units.

(3) Represents the weighted-average exercise price of outstanding stock options noted in footnote 2.

(4) Represents the number of shares available for future issuance under stockholder approved equity compensation plans, including, 614,841 shares

available for grant without further stockholder approval under the Omnibus Incentive Plan and 976,246 shares available for issuance under the Employee

Stock Purchase Plan. No further awards may be granted under the 2006 NEDC or the 2011 NEDC. The shares previously available for issuance under

the 2011 NEDC were transferred to the Omnibus Incentive Plan upon stockholder approval of that plan on January 5, 2022, as noted above.

Acuity Inc. | 2026 Proxy Statement | 76

STOCK OWNERSHIP

Beneficial Ownership of the Company’s Securities

The following table shows information as of November 4, 2025 (the “Table Date”), unless otherwise indicated, regarding

the beneficial ownership of the Company’s common stock by (i) each director and nominee for director, (ii) each NEO

identified in this Proxy Statement, (iii) all current directors and executive officers as a group, and (iv) each person known

to the Company to beneficially own more than five percent of the outstanding shares of the Company’s common stock

based solely on a review of filings with the SEC pursuant to Section 13(d) or 13(g) of the Exchange Act. None of our

executive officers or non-employee directors hold any of our stock subject to pledge. Unless otherwise noted, the address

of each beneficial owner listed in the table is: c/o Acuity Inc., 1170 Peachtree Street, N.E., Suite 1200, Atlanta,

Georgia 30309.

Name of Beneficial Owner	Shares of Common Stock Beneficially Owned (1)(2)(3)	Percent of Common Stock Outstanding (4)	Stock Units Held in Company Plans (5)
Neil M. Ashe	835,389	2.7 %	80,807
Marcia J. Avedon, Ph.D.	—	—	2,648
W. Patrick Battle	3,238	*	9,525
Michael J. Bender	—	—	2,403
G. Douglas Dillard, Jr.	10,796	*	7,855
Barry R. Goldman	3,000	*	10,804
James H. Hance, Jr.	18,072	*	182
Karen J. Holcom	23,555	*	18,774
Maya Leibman	1,257	*	4,530
Dianne S. Mills	13,534	*	7,563
Laura G. O’Shaughnessy	2,111	*	5,559
Mark J. Sachleben	112	*	5,039
All directors and executive officers as a group (12 persons)	911,064	2.9 %	155,689
BlackRock, Inc. (6)	2,755,217	9.0 %	NA
FMR LLC (7)	1,548,583	5.0 %	NA
The Vanguard Group (8)	3,180,326	10.4 %	NA

• Represents less than 1% of our common stock.

(1) Subject to applicable community property laws, and, except as otherwise indicated, shares shown in the table above include shares held in the beneficial

owner’s name or jointly with others, or in the name of a bank, nominee, or trustee for the beneficial owner’s account. Also, except as otherwise indicated,

each beneficial owner has sole voting and investment power with respect to all shares shown.

(2) Includes shares that may be acquired within 60 days of the Table Date upon the exercise of stock options, as follows: Mr. Ashe, 777,200 shares;

Ms. Holcom, 3,022 shares; and all executive officers as a group, 780,222 shares.

(3) Includes time-vesting RSAs granted to certain of our non-employee directors under our Omnibus Incentive Plan, portions of which vest in January 2026.

Directors have sole voting power over their RSA shares. Mr. Hance holds 534 time-vesting RSA shares.

(4) Based on 30,727,680 shares of the Company’s common stock issued and outstanding as of the Table Date; does not include the stock units reported in

the column titled “Stock Units Held in Company Plans.”

(5) Includes stock units held by non-employee directors in the 2006 NEDC and 2011 NEDC, DSUs held in the Omnibus Incentive Plan as shown for each

director, and RSUs and PSUs (at target) as shown for the NEOs. The Company’s Stock Ownership Guidelines track common stock owned directly or

indirectly, unvested time-based restricted stock, RSUs and phantom stock, and DSUs for purposes of compliance with such guidelines.

(6) This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc., 50 Hudson Yards, New York, New York 10001, on April 17, 2025 ,

containing information as of March 31, 2025 , in which the reporting person reports sole voting power with respect to 2,659,189 shares and sole

dispositive power with respect to 2,755,217 shares.

(7) This information is based on a Schedule 13G/A filed with the SEC by (a) FMR LLC and (b) Abigail P. Johnson, director, chairman and CEO of FMR LLC,

each with principal business office at 245 Summer Street, Boston, Massachusetts 02210 on November 5, 2025 , containing information as of

September 30, 2025 , in which FMR LLC reports sole voting power with respect to 1,490,408 shares and the reporting persons each report sole

dispositive power with respect to 1,548,583 shares.

(8) This information is based on a Schedule 13G/A filed with the SEC by The Vanguard Group, 100 Vanguard Blvd., Malvern, Pennsylvania 19355, on

February 13, 2024 , containing information as of December 29, 2023 , in which the reporting person reports shared voting power with respect to

11,126 shares, sole dispositive power with respect to 3,135,626 shares and shared dispositive power with respect to 44,700 shares.

Acuity Inc. | 2026 Proxy Statement | 77

STOCK OWNERSHIP

Certain Relationships and Related

Person Transactions

There is no family relationship between any of our executive officers or directors, and there are no arrangements or

understandings between any of our executive officers or directors and any other person pursuant to which any of them

was elected an officer or director, other than arrangements or understandings with our directors or officers acting solely in

their capacities as such. Generally, our executive officers are elected annually and serve at the pleasure of the Board.

We have transactions in the ordinary course of business with unaffiliated corporations and institutions, or their

subsidiaries, for which certain of our non-employee directors serve as directors. None of our directors serve as executive

officers of those companies. Management believes the directors had no direct or indirect material interest in transactions

in which we engaged with those companies during the fiscal year.

With respect to those companies having common non-employee directors with us, management believes the directors had

no direct or indirect material interest in transactions in which we engaged with those companies during the fiscal year.

Under our Code of Ethics and Business Conduct, all transactions involving a conflict of interest, including related party

transactions, are generally prohibited. The Code of Ethics and Business Conduct requires directors and associates to

disclose in writing any beneficial interest they may have in any firm seeking to do business with us or any relationship with

any person who might benefit from such a transaction. In certain limited circumstances, our Governance Committee may

grant a written waiver for certain activities, relationships, or situations that would otherwise violate the Code of Ethics and

Business Conduct, after the director or associate has disclosed in writing to the Governance Committee all relevant facts

and information concerning the matter.

Under our Corporate Governance Guidelines and Governance Committee Charter, the Governance Committee annually

reviews the qualifications of directors, including any other public company boards on which each director serves. Directors

must advise the Board Chair prior to accepting membership on any other public company board. In addition, our Related

Person Transaction Policy requires the advance review and approval by the Audit Committee of any proposed related

person transaction and sets forth procedures and outlines factors to be considered in such instance, which include,

among other factors:

§ whether the transaction is on terms no less favorable to Acuity than terms generally available to it from an unaffiliated

third-party under the same or similar circumstances;

§ the extent of the related person’s interest in the transaction;

§ whether the transaction would lead to any conflicts of interest;

§ whether the transaction is inconsistent with the interests of Acuity and its stockholders;

§ whether the transaction would impair the independence of an outside director; and

§ the business reasons for Acuity to enter into the transaction.

Management also follows additional written procedures to identify related person transactions. These procedures are

carried out annually at the direction of the Governance Committee in connection with evaluating directors and

director nominees.

Additional quarterly procedures are also completed to affirm there are no changes to annual representations. As part of

these quarterly procedures, we request that each director and executive officer verify and update the

following information:

§ a list of immediate family members;

§ a list of entities where the director or executive officer is an associate, director, or executive officer;

§ each entity where an immediate family member of the director or executive officer is an executive officer;

§ each entity in which the director or executive officer or an immediate family member is a partner or principal or in a

similar position or in which such person has a 5% or greater beneficial ownership interest; and

§ each charitable or non-profit organization where the director or executive officer or an immediate family member is an

associate, executive officer, director, or trustee.

We compile a list of all such persons and entities. The list is reviewed and updated and then distributed within the

Company to identify potential transactions through comparison to ongoing transactions along with payment and receipt

i nformation. Transactions are compiled for each person and entity and then reviewed for relevancy. Any relevant

information identified is presented to the appropriate governing body for review and/or action.

Acuity Inc. | 2026 Proxy Statement | 78

STOCK OWNERSHIP

Transactions with Related Persons

Sarah Ashe, daughter of Mr. Ashe, Chairman, President and Chief Executive Officer, became an employee of the

Company during fiscal 2024 and is currently serving as Corporate Development & Strategy Manager. Ms. Ashe was

selected to serve in this role based on her qualifications and experience. In fiscal 2025 , Ms. Ashe received compensation

and benefits that the Company believes are consistent with market rates for the role and based on employment terms that

are no less favorable to the Company than it would generally use for an unaffiliated third-party, including base salary of

$127,813, a bonus of approximately $52,700 attributed to fiscal 2025 performance, and retirement, health and wellness

benefits of approximately $3,623. Pursuant to the Company’s Related Person Transactions Policy, our Audit Committee

has approved Ms. Ashe’s employment and the terms of her employment and reviews the terms of her employment on an

annual basis to consider whether it continues to be appropriate under the Related Person Transactions Policy. Mr. Ashe is

not a member of the Audit Committee and recuses himself from consideration of this matter.

Acuity Inc. | 2026 Proxy Statement | 79

Questions Relating to this

Proxy Statement

Information about our Virtual Annual Meeting

Our Annual Meeting will be held in a virtual format only via the Internet. There will be no physical meeting location for

stockholders to attend. We believe a virtual meeting allows broader access by our stockholders and other interested

parties and have taken steps to ensure that stockholders will have the same rights and opportunities to participate as they

would have had at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically, and

submit questions before and during the virtual Annual Meeting. The recording of the virtual Annual Meeting, including the

question and answer session, will be available at www.virtualshareholdermeeting.com/AYI2026 for twelve months after

the date of this Annual Meeting.

How do I attend the virtual Annual Meeting?

To participate in the virtual Annual Meeting, visit www.virtualshareholdermeeting.com/AYI2026 on January 21, 2026

and enter the 16-digit control number included on your proxy card, your Notice of Internet Availability, or the instructions

included with your proxy materials. The meeting will begin promptly at 1:00 p.m. ET on January 21, 2026 . Online access

will begin fifteen minutes prior to the start of the meeting. If you are unable to locate your 16-digit control number, you will

be able to log in as a guest. However, if you log in as a guest, you will not be able to vote your shares or ask questions

during the meeting.

The virtual meeting platform is supported across most Internet browsers and devices (desktop computers, laptop

computers, tablets and smart phones) running updated versions of applicable software and plugins. Stockholders should

ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Stockholders should

also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of

the meeting.

Can I ask a question at the virtual Annual Meeting?

Yes, you will be able to submit questions electronically during the Annual Meeting by using the “Ask a Question” field

during the webcast if you have logged in using your control number on your proxy card or Notice of Internet Availability.

After entering your 16-digit control number, you may also submit a question prior to the meeting on the voting website at

www.proxyvote.com by selecting the “Question for Management” field.

During the live question and answer session of the meeting, members of our executive leadership team will answer

questions as they come in, as time permits. To ensure the meeting is conducted in a manner that is fair to all stockholders,

the Chair of the meeting (or such other person designated by our Board), may exercise broad discretion in recognizing

stockholders who wish to participate, the order in which questions are asked, and the amount of time devoted to any one

question. However, we reserve the right to edit or reject questions we deem profane or otherwise inappropriate. During the

meeting, details for submitting written questions will be available at www.virtualshareholdermeeting.com/AYI2026 .

What do I do if I have technical difficulties during the virtual Annual Meeting?

If you have any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical

support number that will be posted on the virtual Annual Meeting log in page.

Other Questions

What is a proxy?

It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you

designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have

designated two of our officers as proxies for this Annual Meeting. These officers are Neil M. Ashe and Karen J. Holcom.

Acuity Inc. | 2026 Proxy Statement | 80

QUESTIONS RELATING TO THIS PROXY STATEMENT

What is a proxy statement?

It is a document that SEC regulations require us to provide to you when we ask you to vote over the Internet, by

telephone, or (if you received a proxy card by mail) by signing and returning a proxy card designating Neil M. Ashe and

Karen J. Holcom as proxies to vote on your behalf.

Who is soliciting proxies in connection with this Proxy Statement?

The Board is furnishing this information in connection with the solicitation of proxies for the Annual Meeting to be held on

January 21, 2026 .

Who is entitled to vote at the meeting?

Only owners of shares of common stock of the Company at the close of business on November 24, 2025 , the record date,

are entitled to vote at the meeting, or at any adjournments or postponements of the meeting. Each owner on the record

date is entitled to one vote for each share of common stock held. There were 30,701,645 shares of common stock issued

and outstanding on the record date.

What is the record date and what does it mean?

November 24, 2025 is the record date for this Annual Meeting. The record date is established by the Board as required by

Delaware law. Owners of record of our common stock at the close of business on the record date are entitled to receive

notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a

printed set of proxy materials?

Pursuant to rules adopted by the SEC, we are permitted to furnish our proxy materials over the Internet to our

stockholders by delivering a Notice of Internet Availability of Proxy Materials in the mail. Unless requested, you will not

receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability of Proxy Materials

instructs you how to access and review the Proxy Statement and Annual Report over the Internet at

www.proxyvote.com . The Notice of Internet Availability of Proxy Materials also instructs you how you may submit your

proxy over the Internet, or how you can request a full set of proxy materials, including a proxy card to return by mail. If you

received a Notice of Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of our proxy

materials, you should follow the instructions for requesting these materials provided in the Notice of Internet Availability of

Proxy Materials.

What is the difference between a stockholder of record and a stockholder who holds stock in

street name?

If your shares are registered in your name with our transfer agent, Computershare, you are a stockholder of record. If your

shares are held in the name of your broker, bank, trustee, or other nominee, your shares are held in street name. If you

hold your shares in street name, you will have the opportunity to instruct your broker, bank, trustee, or other nominee as to

how to vote your shares. Street name stockholders may only vote in person if they have a legal proxy as discussed in

detail below.

How do I vote as a stockholder of record?

As a stockholder of record, you may vote by one of the four methods described below:

By the Internet. You may give your voting instructions by the Internet as described in the Notice of Internet Availability of

Proxy Materials, proxy materials email, or any proxy card you receive. This method is also available to stockholders who

hold shares in the Direct Stock Purchase Plan or in a 401(k) plan we sponsor. The Internet voting procedure is designed

to verify the voting authority of stockholders. You will be able to vote your shares by the Internet and confirm that your vote

has been properly recorded. Please see the Notice of Internet Availability of Proxy Materials, proxy materials email, or any

proxy card you receive for specific instructions.

Acuity Inc. | 2026 Proxy Statement | 81

QUESTIONS RELATING TO THIS PROXY STATEMENT

By Telephone. You may give your voting instructions by calling 1-800-690-6903. This method is also available to

stockholders who hold shares in the Direct Stock Purchase Plan or in a 401(k) plan we sponsor. The telephone voting

procedure is designed to verify the voting authority of stockholders. The procedure allows you to vote your shares and to

confirm that your vote has been properly recorded. Please see your proxy card (if you received a proxy card) for

specific instructions.

By Mail. You may sign and date your proxy card (if you received a proxy card) and mail it in the prepaid and addressed

envelope enclosed therewith.

During the Meeting. You may vote electronically during the Annual Meeting.

How do I vote as a street name stockholder?

If your shares are held through a broker, bank, trustee, or other nominee, you will receive a request for voting instructions

with respect to your shares of our common stock from the broker, bank, trustee, or other nominee. You should respond to

the request for voting instructions in the manner specified by the broker, bank, trustee, or other nominee. If you have

questions about voting your shares, you should contact your broker, bank, trustee, or other nominee.

If you hold your shares through a broker, bank, trustee, or other nominee and you wish to vote electronically during the

meeting, you will need to obtain a legal proxy. You must request a legal proxy through your broker, bank, trustee, or other

nominee. Please note that if you request a legal proxy, any proxy with respect to your shares of our common stock

previously executed by your broker, bank, trustee, or other nominee will be revoked and your vote will not be counted

unless you participate in the meeting and vote electronically or legally appoint another proxy to vote on your behalf.

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do

this by:

§ voting again by the Internet or by telephone prior to 11:59 p.m. ET on January 20, 2026;

§ giving written notice to our Corporate Secretary that you wish to revoke your proxy and change your vote; or

§ vo t ing electronically during the Annual Meeting after entering your 16-digit control number.

What is a quorum?

The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual

Meeting, present in person (virtually) or represented by proxy, is necessary to constitute a quorum. The election inspector

appointed for the meeting will tabulate votes cast by proxy and in person (virtually) at the meeting and determine the

presence of a quorum.

Will my shares be voted if I do not vote by the Internet, vote by telephone, sign and return a

proxy card, or vote electronically during the Annual Meeting?

If you are a stockholder of record and you do not vote by the Internet, vote by telephone, sign and return a proxy card, or

participate in the Annual Meeting and vote electronically, your shares will not be voted and will not count in deciding the

matters presented for stockholder consideration in this Proxy Statement.

If your shares are held in street name through a bank or broker and you do not provide voting instructions before the

Annual Meeting, your bank or broker may vote your shares on your behalf under certain circumstances. Brokerage firms

have the authority under certain rules to vote shares for which their customers do not provide voting instructions on

“routine” matters.

Acuity Inc. | 2026 Proxy Statement | 82

QUESTIONS RELATING TO THIS PROXY STATEMENT

The ratification of the appointment of our independent registered public accounting firm is considered a “routine“ matter

under these rules. Therefore, brokerage firms are allowed to vote their customers’ shares on this matter if the customers

do not provide voting instructions. If your brokerage firm votes your shares on this matter because you do not provide

voting instructions, your shares will be counted for purposes of establishing a quorum to conduct business at the meeting

and in determining the number of shares voted for or against each routine matter.

When a matter is not a routine matter and the brokerage firm has not received voting instructions from the beneficial

owner of the shares with respect to that matter, the brokerage firm cannot vote the shares on that matter. This is called a

“broker non-vote.” Only the ratification of the appointment of our independent registered public accounting firm is

considered a “routine” matter. The other matters are not considered routine matters.

We encourage you to provide instructions to your brokerage firm by voting your proxy. This action ensures your shares will

be voted at the meeting in accordance with your wishes.

What vote is required for each proposal and how are abstentions and broker

non-votes counted?

The shares of a stockholder whose proxy on any or all proposals is marked as “abstain” will be included in the number of

shares present at the Annual Meeting for the purpose of establishing the presence of a quorum. As described above,

broker non-votes will be counted for purposes of establishing a quorum.

The following table summarizes the voting requirement for each of the proposals under our Bylaws and the effect of

abstentions and broker non-votes on each proposal:

Proposal Number	Item	Votes Required for Approval	Abstentions	Broker Non-Votes	Board Voting Recommendation
1	Election of nine directors	Majority of votes cast (1)	Not counted	Not counted	FOR each director nominee
2	Ratification of the appointment of our independent registered public accounting firm for fiscal 2026	Majority of votes cast (2)	Not counted	Discretionary vote	FOR
3	Advisory vote to approve named executive officer compensation	Majority of votes cast (2)	Not counted	Not counted	FOR

(1) According to our Bylaws, in uncontested director elections, each director shall be elected by the affirmative vote of a majority of the votes cast, where the

“affirmative vote of a majority of votes cast” means that the number of shares cast “for” a director’s election exceeds the number of votes cast “against”

that director.

(2) According to our Bylaws, except as otherwise required by law, all matters other than the election of directors shall be determined by a majority of the

votes cast affirmatively or negatively.

Proxies that are properly executed and delivered, and not revoked, will be voted as specified on the proxy card. If you

properly execute and deliver a proxy card or vote your shares via the Internet, but do not provide voting instructions, your

shares will be voted as listed in the “Board Voting Recommendation” column in the table above.

How are proxies solicited and what is the cost?

We will bear all expenses incurred in connection with the solicitation of proxies. We have also engaged Innisfree M&A

Incorporated to assist us in connection with the solicitation of proxies for this Annual Meeting for a fee of approximately

$25,000 plus reasonable expenses. Our directors, officers and associates may solicit proxies by mail, telephone and

personal contact. They will not receive any additional compensation for these activities. We will reimburse brokers,

fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of common stock.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on January 21, 2026 . The Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com .

Acuity Inc. | 2026 Proxy Statement | 83

Other Matters

We know of no other business to be transacted, but if any other matters do come before the meeting, the persons named

as proxies in the accompanying proxy, or their substitutes, will vote or act with respect to them in accordance with their

best judgment.

Next Annual Meeting – Stockholder

Proposals and Director Nominations

Proposals to Be Included in Next Year’s Proxy Statement

If you wish to have a proposal considered for inclusion in our proxy solicitation materials for our next annual meeting of

stockholders (expected to be held in January 2027) pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”), the

proposal must comply with the SEC’s proxy rules, be stated in writing, and be submitted on or before August 13, 2026

(120 days prior to the first anniversary of the mailing of this Proxy Statement). All such proposals should be sent by

certified mail, return receipt requested.

Other Stockholder Proposals and Nominations

Article I, Section 1 of our Bylaws establishes an advance notice procedure for stockholder proposals to be brought before

any annual meeting of stockholders and for nominations by stockholders of candidates for election as directors at an

annual meeting. Subject to any other applicable requirements, including, without limitation, Rule 14a-8, nominations of

persons for election to the Board and the proposal of business to be transacted by the stockholders may be made at an

annual meeting of stockholders by any stockholder of record who was a stockholder of record at the time of the giving of

notice for the annual meeting, who is entitled to vote at the meeting, and who has complied with our notice procedures

and, if applicable, the universal proxy rules of the SEC, including Rule 14a-19 under the Exchange Act.

Assuming that our next annual meeting of stockholders is held within 30 days before or after the anniversary of this

Annual Meeting, a stockholder’s notice of intention to introduce a nomination or to propose an item of business at our

2027 annual meeting must be delivered to our Corporate Secretary at our principal executive offices not less than 90 or

more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders, or between

September 23, 2026 and October 23, 2026 .

Proxy Access Director Nominations

Article I, Section 9 of our Bylaws establishes procedures for nominations by eligible stockholders of candidates for election

as directors at an annual meeting and to have those nominees included in our proxy materials. Assuming that our 2027

annual meeting is held within 30 days before or after the anniversary of this 2026 Annual Meeting, a stockholder’s notice

of a proxy access nomination must be delivered to our Corporate Secretary at our principal executive offices not less than

120 days or more than 150 days prior to the anniversary of the date on which we first mailed the proxy materials for this

2026 Annual Meeting, or between July 14, 2026 and August 13, 2026 . All nominating stockholders and stockholder

nominees must comply with the provisions of our Bylaws.

Acuity Inc. | 2026 Proxy Statement | 84

NEXT ANNUAL MEETING – STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

Householding

We have adopted a procedure approved by the SEC called “householding” under which multiple stockholders who share

the same last name and address and do not participate in electronic delivery will receive only one copy of the proxy

materials, including our Annual Report on Form 10-K, or one Notice of Internet Availability of Proxy Materials unless we

receive contrary instructions from one or more of the stockholders. If you wish to opt out of householding and continue to

receive multiple copies of the proxy materials, including our Annual Report on Form 10-K, or the Notice of Internet

Availability of Proxy Materials at the same address, or if you have previously opted out and wish to participate in

householding, you may do so by notifying us in writing or by telephone at: Corporate Secretary, Acuity Inc.,

1170 Peachtree Street, N.E., Suite 1200, Atlanta, Georgia 30309, (404) 853-1400, and we will promptly deliver the

requested materials. You also may request additional copies of the proxy materials, including our Annual Report on Form

10-K, or the Notice of Internet Availability of Proxy Materials by notifying us in writing or by telephone at the same address

or telephone number.

General Information

All notices for stockholder proposals and nominations made pursuant to our Bylaws must comply with the applicable

provisions of our Bylaws. The preceding are summaries of the applicable provisions of our Bylaws and are qualified in its

entirety by reference to those Bylaws, which are available on our website at www.acuityinc.com under Investors then

G overnance – Committee Charters & Governance Documents .

Notices must be in writing and sent to us at our principal executive offices at 1170 Peachtree Street, N.E., Suite 1200,

Atlanta, Georgia 30309, Attention: Corporate Secretary.

Forward-Looking Information

This Proxy Statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of

1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, pursuant to the safe harbor

provisions of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include, but are

not limited to, statements that describe or relate to the Company’s plans, initiatives, projections, vision, goals, targets,

commitments, expectations, objectives, prospects, strategies, or financial outlook, and the assumptions underlying or

relating thereto. In some cases, we may use words such as “expect,” “believe,” “intend,” “anticipate,” “estimate,” “forecast,”

“indicate,” “project,” “predict,” “plan,” “may,” “will,” “could,” “should,” “would,” “potential,” and words of similar meaning, as

well as other words or expressions referencing future events, conditions, or circumstances, to identify forward-looking

statements. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking

statements contained in the Act. Forward-looking statements are not guarantees of future performance. Our

forward-looking statements are based on our current beliefs, expectations and assumptions, which may not prove to be

accurate, and are subject to known and unknown risks and uncertainties, assumptions, and other important factors, many

of which are outside of our control and any of which could cause our actual results to differ materially from those

expressed or implied by the forward-looking statements. These risks and uncertainties are discussed in our filings with the

U.S. Securities and Exchange Commission, including our most recent annual report on Form 10-K (including, but not

limited to, the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and

Results of Operations”), quarterly reports on Form 10-Q, and current reports on Form 8-K. Any forward-looking statement

speaks only as of the date on which it is made. This Proxy Statement is not comprehensive, and for that reason, should

be read in conjunction with such filings. You are cautioned not to place undue reliance on any forward-looking statements.

Except as required by law, we undertake no obligation to publicly update or release any revisions to these forward-looking

statements to reflect any events or circumstances after the date of this Proxy Statement or to reflect the occurrence of

unanticipated events, whether as a result of new information, future events, or otherwise.

Links to websites included in this Proxy Statement are provided solely for convenience purposes. Content on the

websites, the EarthLIGHT Report, and any other information on the Company’s website that we may refer to herein, are

not, and shall not be deemed to be, part of this Proxy Statement or incorporated herein or into any of our other filings with

the SEC.

Trademarks

All trademarks referenced in this Proxy Statement are property of their respective owners.

Acuity Inc. | 2026 Proxy Statement | A-1

Appendix A: Reported Performance

Metrics

Reconciliation of U.S. Generally Accepted Accounting Principles (“GAAP”) to Non-

U.S. GAAP Financial Measures and Methodology for Calculating Non-U.S. GAAP

Financial Measures

(In millions, except per share data)	Year Ended August 31, — 2025	2024	2023
Net sales (GAAP)	$ 4,345.6	$ 3,841.0	$ 3,952.2
Net income (GAAP)	$ 396.6	$ 422.6	$ 346.0
Add-back: Acquired profit in inventory	29.6	—	—
Add-back: Amortization of acquired intangible assets	76.5	39.7	42.1
Add-back: Share-based payment expense	45.1	46.6	42.0
Add-back: Acquisition-related costs (1)	23.8	—	—
Add-back: Special charges (2)	29.7	—	26.9
Add-back: Supplier recovery charge	—	—	13.0
Add-back: Pension settlement loss	30.9	—	—
Add-back: Loss on sale of a business	—	—	11.2
Add-back: Impairments of investments	—	—	2.5
Total pre-tax adjustments to net income	235.6	86.3	137.7
Income tax effect	(54.2)	(19.8)	(31.7)
Less: One-time tax benefit	(8.2)	—	—
Adjusted net income (non-GAAP)	$ 569.8	$ 489.1	$ 452.0
Diluted earnings per share (GAAP)	$ 12.53	$ 13.44	$ 10.76
Adjusted diluted earnings per share (non-GAAP) (3)	$ 18.01	$ 15.56	$ 14.05

(1) Acquisition-related costs include professional fees.

(2) Special charges in 2025 include $16.7 million in asset impairment charges, $7.2 million in severance costs, and $5.8 million in other charges associated

with productivity efforts. Special charges in 2023 include $14.0 million in trade name impairment charges and $12.9 million in severance costs and other

charges associated with the disposal of a business and our ongoing transformation efforts.

(3) Adjusted diluted earnings per share is equal to adjusted net income divided by Diluted weighted average number of shares outstanding on the

Consolidated Statements of Comprehensive Income.

(In millions)	Year Ended August 31, — 2025	2024	2023
Net cash provided by operating activities (GAAP)	$ 601.4	$ 619.2	$ 578.1
Less: Purchases of property, plant and equipment	(68.4)	(64.0)	(66.7)
Free cash flow (non-GAAP)	$ 533.0	$ 555.2	$ 511.4

Acuity Inc. | 2026 Proxy Statement | B-1

Appendix B: Compensation Performance

Metrics

Reconciliation of U.S. Generally Accepted Accounting Principles (“GAAP”) to

Non-U.S. GAAP Financial Measures and Methodology for Calculating Non-U.S. GAAP

Financial Measures

We use various non-GAAP financial measures to evaluate the performance of our management team, including the

NEOs. For the assessment of the performance of management, the Board believes certain non-GAAP measures better

reflect the operational performance of the business. The Board also believes that in order to drive the desired

management performance, the calculation of operating profit (non-GAAP) and free cash flow (non-GAAP) as management

performance metrics should not include certain adjustments that are included in our reported results, as further described

in the footnotes below.

The following are reconciliations of GAAP measures to non-GAAP measures. Additionally, we have provided definitions

and calculations for certain financial measures that do not have an equivalent GAAP financial measure.

Reconciliation of U.S. GAAP Financial Measures to Non-U.S. GAAP Financial Measures

Fiscal years ($ millions)	2025	2024	2023
Net sales (GAAP)	$ 4,345.6	$ 3,841.0	$ 3,952.2
Operating profit (GAAP)	563.9	553.3	473.4
Add-back: Employee severance, impairments and other costs (1)	29.7	—	12.9
Add-back: Acquisition-related items (2)	95.5	—	—
Adjusted operating profit (non-GAAP) (3)	$ 689.1	$ 553.3	$ 486.3
Operating profit margin (GAAP)	13.0%	14.4%	12.0%
Adjusted operating profit margin (non-GAAP)	15.9%	14.4%	12.3%

(1) Charges in fiscal 2025 related to pre-tax special charges, which consisted primarily of impairments of certain assets and severance and employee-related

costs in connection with productivity initiatives. Charges in fiscal 2023 related to pre-tax special charges, which primarily included impairment charges of

certain assets, as well as severance and employee-related costs in connection with the Sunoptics divestiture and other streamlining activities.

(2) Acquisition-related items include amortization, acquired profit in inventory, and professional fees in fiscal 2025 for an acquisition.

(3) Adjusted operating profit used for calculation of management performance measures differs from the same measures used in our reported results.

Fiscal years ($ millions)	2025	2024	2023
Net cash provided by operating activities (GAAP)	$ 601.4	$ 619.2	$ 578.1
Less: Purchase of property, plant and equipment	(68.4)	(64.0)	(66.7)
Free cash flow (non-GAAP)	533.0	555.2	511.4
Add-back: Employee severance costs (1)	7.2	—	—
Add-back: Acquisition-related items (2)	23.8	—	—
Add-back: Tariff payments ahead of collections (3)	25.0	—	—
Adjusted free cash flow (non-GAAP) (4)	$ 589.0	$ 555.2	$ 511.4

(1) Charges in fiscal 2025 related to pre-tax severance and employee-related costs in connection with productivity initiatives.

(2) Acquisition-related items include professional fees in fiscal 2025 for an acquisition.

(3) Consisted of payment remitted to governmental authorities for tariffs and duties ahead of collections for related sales.

(4) Adjusted free cash flow used for calculation of management performance measures differs from the same measures used in our reported results.

Acuity Inc. | 2026 Proxy Statement | B-2

APPENDIX B: COMPENSATION PERFORMANCE METRICS

Adjusted Return on Invested Capital (adjusted ROIC) equals Adjusted net operating profit after taxes (NOPAT) divided

by Average capital. Average capital equals Total debt plus Total stockholders’ equity less excess cash (>$100 million)

(average of five quarters).

Weighted Average Cost of Capital (WACC) is calculated utilizing the methodology of the Capital Asset Pricing Model

(average of five quarters).

Fiscal Years ($ millions)		2025	2024	2023
Income before income taxes (GAAP)		$ 500.2	$ 548.6	$ 446.7
Add back: Interest expense (income), net		22.0	(4.5)	18.9
Add-back: Acquisition or divestiture-related items (1)		95.5	—	11.2
Add-back: Employee severance, impairments and other costs (2)		29.7	—	12.9
Add-back: Pension settlement loss		30.9	—	—
Adjusted net operating profit before taxes		678.3	544.1	489.7
Less: Taxes		(152.3)	(125.0)	(109.7)
Adjusted net operating profit after taxes (non-GAAP)	(a)	$ 526.0	$ 419.1	$ 380.0
Average stockholders’ equity (3)		$ 2,534.3	$ 2,172.5	$ 1,949.6
Plus: Debt (3)		796.5	495.9	498.9
Less: Excess cash (4)		(494.7)	(507.0)	(220.7)
Average capital (non-GAAP)	(b)	$ 2,836.1	$ 2,161.4	$ 2,227.8
Adjusted ROIC (non-GAAP)	(a)/(b)	18.5%	19.4%	17.1%
WACC (non-GAAP)	(c)	10.6%	10.9%	10.5%
Performance metric percentage points (non-GAAP)	(a)/(b)-(c)	7.9	8.5	6.6

(1) Acquisition or divestiture-related items include amortization, acquired profit in inventory, and professional fees in fiscal 2025 for an acquisition and a loss

on the disposal of a business in fiscal 2023.

(2) Charges in fiscal 2025 relate to intangible asset impairment charges, employee severance and other charges related to productivity efforts. Charges in

fiscal 2023 relate to employee severance costs and impairments of operating lease right of use assets associated with streamlining activities.

(3) For each respective fiscal year end, the amounts represent the rolling five-quarter average of our reported stockholders’ equity (GAAP) and our reported

debt (GAAP).

(4) For each respective fiscal year end, the amounts represent cash balances in excess of $100 million for the rolling five-quarter average.