ACUITY INC. (DE) AYI

50% shingled-prose overlap between the two filings.

2024: 123,785 chars · 2025: 118,173 chars

• Pay Ratio (Item 402(u)):71% overlap (3,982 → 4,309 chars)
• Say-on-Pay proposal:62% overlap (3,198 → 3,277 chars)

• changedThis section of the Proxy Statement describes the material elements of the fiscal 2025 2024executive compensation program
• changedfor our NEOs as shown in the Fiscal 2025 2024Summary Compensation Table.
• changedFor fiscal 2025, 2024,our NEOs are:
• changed§a business overview including a summary of fiscal 2025 2024financial performance;
• changedin determining fiscal 2025 2024compensation for the NEOs.
• changedManagement Development Committee and in partnership with our Senior Vice President, Chief Financial Officer and other
• newkey leaders, sought feedback on governance priorities, compensation programs, and environmental and social issues.
• changedAdditionally, we sought feedback on the Company’s compensation and benefit programs for our NEOs.
• newIn our most recent
• newpre-proxy season engagement cycle:
• newWe engaged with stockholders in the following ways:
• changedWe contactedWe held approximately30of approximately40ofour top stockholders8meetings stockholders10meetingswith stockholdersrepresenting approximatelyrepresenting approximately62%of approximately64%ofour outstanding common stock23%of stock31%ofour outstanding common stock
• changedpleased that our compensation program designchangesreceived strong support from our stockholders at our annual meeting held in
• newJanuary 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.
• newBased on stockholder feedback, our annual market and program risk review, program results and Say on Pay results, we
• newbelieve that it is in the best interest of the Company to continue the current compensation program design in relation to the
• newdirect compensation elements (base salary, STIP and LTIP) into fiscal 2026.
• newAcuity Inc. | 2026 Proxy Statement | 39
• changedWe alsocontinuedtoreview and make appropriate governance changes that are in line with our values and good governance trends.
• newOur
• changedOurcontinued outreach reinforces our commitment to our stockholders to seek their feedback and support for our proposed or
• newchanges.
• changed§in fiscal 2024, we evaluated additional opportunities for Director rotation and in fiscal 2025 approved Director rotation rotation,
• changedsubjecttore-election,from our Compensation and Management Development Committee to our Audit Committee that was effective tobe
• newimmediately following the annual meeting held in January 2025; and
• changed§continued focus executing our EarthLIGHT onESGpriorities and strategies as highlighted in our most recent EarthLIGHT reportavailableat
• newReport available at www.acuityinc.com.
• new*
• changedAcuity Brandsis a market-leading industrial technology company.
• newEffective March 26, 2025, we changed our corporate name from
• newAcuity Brands, Inc. to Acuity Inc. We use technology to solve problems in spaces, light and more things to come.
• newThrough
• newour two business segments, Acuity Brands Lighting (ABL) and Acuity Intelligent Spaces (AIS), we design, manufacture
• changedand bring to market products and services that make a valuable difference in people’s lives.
• newWe achieve growth through
• changedthe development of innovative new products and services, including lighting, lighting controls, building management solutions,andlocation-aware
• newsolutions, and an audio, video and control platform.
• newWe focus on customer outcomes and drive growth and productivity to
• newincrease market share and deliver superior returns.
• changedWe look to aggressively deploy capital to grow the business and to enterattractivenewverticals.
• newenter attractive new verticals.
• newAcuity Inc. | 2026 Proxy Statement | 40
• newFiscal 2025 Performance
• new2025 Financial Highlights
• changedFiscal Year Ended August 31 ($ in millions, except diluted earnings per share)GAAPNon-GAAP(1)Net Sales (GAAP)Diluted SalesDilutedEarnings Per Share (GAAP) / Adjusted Diluted Earnings Per Share (Non-GAAP)Net ShareNetCash Flow From Operating Activities (GAAP) / Free Cash Flow (Non-GAAP)
• changedNet sales of $4.3 $3.84billion for the year ended August 31, 2025 increased 2024decreasedby $504.6 $111million, or 13.1%, 2.8%,compared with the prior-
• newprior-year period due primarily to increases in sales in both our Acuity Intelligent Spaces and Acuity Brands Lighting
• newsegments.
• newThe increase in our Acuity Intelligent Spaces segment was driven by the acquisition of QSC, which contributed
• new$428.6 million in sales, as well higher net sales of our Atrius and Distech products.
• newAdditionally, net sales increased in our
• newAcuity Brands Lighting segment due primarily to higher net sales within the independent sales and direct sales networks,
• newpartially offset by lower net sales within the corporate accounts and retail channels.
• changedDiluted earnings per share for fiscal 2025 2024was $12.53 $13.44compared with $13.44 $10.76for the prior-year period, a decrease anincreaseof
• new$0.91, or 6.8%.
• changedThis decrease reflects lower adjustednet income, as well as higher loweroutstanding diluted shares.
• newAdjusted diluted
• newearnings per share for fiscal 2025 was $18.01 compared with $15.56 for the prior-year period, an increase of $2.45 per
• newshare or 15.7%.
• changedThe improvement in adjusted diluted earnings per share reflects higher adjusted net income.
• changedWe generated $601 $619million of cash flows from operating activities during fiscal 2025 2024compared with $619 $578million in the
• newprior-year period, a decrease of $17.8 million.
• newThe decrease was primarily due to acquisition-related items, the timing of
• newtariff payments, and accelerated inventory purchases driven by the tariff policy.
• changedWe allocated $68.4 capitalto$64million in capital
• newexpenditures to support organic growth in our business, $1.2 billion to acquisitions, $200 million to repay a portion of our
• newterm loan, $20.6 million in dividends paid to stockholders, and $118.5 million to repurchases of approximately 436
• newthousand shares.
• newAcuity Inc. | 2026 Proxy Statement | 41
• newKey Fiscal 2025 Achievements §We improved our financial and operating performance in fiscal 2025 and continued to create stakeholder value and compound shareholder wealth §We 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 SelectTM, Design SelectTM 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 CollectionTM and through the development of our NightingaleTM 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 HolobeamTM 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.
• changedWe 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 TotalStockholder ReturnsAt August 31, 2025, 2024,the one-, three-, five- five-,and ten-year total returns on the Company’s common stock compared to that of the respective benchmark indices were as follows: Acuity Brands,Inc.Standard & Poor’s Midcap 400 IndexDow Jones U.S. Electrical Components & Equipment IndexDow Jones U.S. Building Materials & Fixtures Index
• newAcuity Inc. | 2026 Proxy Statement | 42
• new2025 Executive Compensation
• new§alignment of pay, performance and stockholder value creation;
• changed§reinforcement of §alignmentwiththe Company’s business and operating strategy;
• changed§competitive §consistencywith peer group and market practice;
• changedWhat We DoWhat 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 thedesignsoftheSTIPandLTIPdiscourageexcessive 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 havea clawback policy that complies with and exceeds the SEC rules and NYSE listing standards, and we include clawback rights in our equity award agreements WelimitperquisitesWe 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
• changedAcuity Brands,Inc. | 2026 2025Proxy Statement | 43
• changedachievement of financial performance goals, the value of our stock and stock,oran individual performance assessment.
• changed2025, 2024,our CEO’s variable pay represented 90% 88%of total direct compensation opportunity, and for our other NEOs, variable

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