ACUITY INC. (DE) 8-K

What Happened Acuity Inc. (AYI) filed an 8-K on January 23, 2026 reporting the results of its January 21, 2026 annual meeting of stockholders. Stockholders elected nine director nominees to one-year terms, ratified Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026, and approved the advisory (non-binding) vote on named executive officer compensation.

Key Details

• Directors elected (one-year terms expiring at the 2027 annual meeting): 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. Votes For ranged roughly from 23.94M to 24.63M; broker non-votes were 2,048,791 for each director vote.
• Auditor ratification (Proposal 2): Ernst & Young LLP was ratified — Votes For: 25,406,971; Against: 1,476,495; Abstained: 37,451.
• Advisory vote on executive compensation (Proposal 3): Approved — Votes For: 24,398,615; Against: 405,360; Abstained: 68,151; Broker non-votes: 2,048,791.
• Report filed and signed by Karen J. Holcom, Senior VP & Chief Financial Officer, dated January 23, 2026.

Why It Matters

• Board continuity: Election of all nine nominees keeps the current board in place, which affects governance and strategic oversight through fiscal 2026.
• Auditor confirmation: Ratification of Ernst & Young LLP confirms the firm that will audit the company’s fiscal 2026 financial statements.
• Pay policy signal: The advisory approval of named executive officer compensation indicates shareholder support for the company’s executive pay approach (note: advisory votes are non-binding).
• Voting context: A meaningful number of broker non-votes (2,048,791) appeared in director and compensation votes, which can reflect shares held in street name where brokers did not vote without instructions from beneficial owners.