On this page of StockholderLetter.com we present the latest annual shareholder letter from ACUITY BRANDS INC — ticker symbol AYI. Reading current and past AYI letters to shareholders can bring important insights into the investment thesis.

 •  12/11/2025 Letter Continued (Full PDF)
 •  12/14/2023 AYI Stockholder Letter
 •  12/12/2024 AYI Stockholder Letter
 •  More "Electronic Equipment & Products" Category Stockholder Letters
 •  AYI Benford's Law Stock Score = 65

AYI Shareholder/Stockholder Letter Transcript:

PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
January 21, 2026

Who We 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
Time
Curiosity
Customer Obsessed
We do the right thing,
the first time, every time.
Time is the only constrained
resource. We focus on
what is most important.
We are always searching for
a better way. We are willing
and able to change.
We see the world through the eyes
of customers and end-users. We
deliver on their needs.
People
Community
Owner   s Mindset
We create an environment where the
best people come to do their best work.
We all succeed together.
We care about the environment
and our neighbors. We make
communities better.
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
Marcia J. Avedon, Ph.D.
G. Douglas Dillard, Jr.
Laura G. O   Shaughnessy
W. Patrick Battle
Maya Leibman
Mark J. Sachleben
James H. Hance, Jr.
Lead Director
Michael J. Bender

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
Board Recommendation

FOR
1
Election of nine directors
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
each director nominee
Stockholders will also consider and act upon such other business as may properly come before the Annual Meeting or any
adjournments or postponements thereof.
Voting
Your vote is important. If you are a stockholder of record, you can vote by one of the following methods. In each case, please
follow the instructions provided on the Notice of Internet Availability or Proxy Card. We encourage you to vote in advance, even if
you plan to participate in the Annual Meeting.
Internet
www.proxyvote.com
Telephone
1-800-690-6903
Mail
Sign, date and return your
proxy card
During the Meeting
Vote electronically during
the Annual Meeting
Virtual Stockholders    Meeting Information
The Annual Meeting will be held in a virtual format only via the Internet. We believe a virtual meeting allows broader access by
our stockholders and other interested parties without restricting participation. You will be able to participate in the Annual Meeting
online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/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
Pages
Pages
PROXY STATEMENT SUMMARY
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
Item 1
Election of Directors
EXECUTIVE COMPENSATION
Item 3
Advisory Vote to Approve Named
Executive Officer Compensation
36
36
Message from the Compensation and
Management Development Committee
37
Compensation Discussion and Analysis
38
2025 Executive Compensation
42
11
Report of the Compensation and Management
Development Committee
56
11
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
Director Information
12
Board and Committees
20
Board Responsibilities
24
Governance Policies and Procedures
27
Compensation of Directors
28
AUDIT COMMITTEE MATTERS
32
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
APPENDIX A
A-1
Report of the Audit Committee
34
APPENDIX B
B-1
EXECUTIVE OFFICERS
35
Item 2



 12/11/2025 Letter Continued (Full PDF)