Acuity Brands Inc.
01/26/2024 | Press release | Distributed by Public on 01/26/2024 15:08
Submission of Matters to a Vote of Security Holders - Form 8-K
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 24, 2024, at the annual meeting of stockholders (the "2024 Annual Meeting"), the stockholders of Acuity Brands, Inc. (referred to herein as "we," "our," "us," the "Company," or similar references) approved the amendment of the Company's restated certificate of incorporation, as amended, to provide for the exculpation of certain officers of the Company against personal liability, to the extent permitted by the Delaware General Corporation Law (the "Amendment") and the form of certificate of amendment to the Company's restated certificate of incorporation (the "Certificate of Amendment"), as further described in the Company's Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on December 14, 2023 (the "2024 Proxy Statement") and previously approved by the board of directors of the Company (the "Board").
On January 25, 2024, following stockholder approval of the Amendment, the Board approved the form of restatement of the restated certificate of incorporation of the Company, as amended (the "Restated Certificate"), restating and integrating into a single document, but not further amending, the Company's certificate of incorporation, as amended and restated to date.
On January 25, 2024, the Company filed (i) the Certificate of Amendment and (ii) the Restated Certificate with the Secretary of State of the State of Delaware. The foregoing descriptions of the Certificate of Amendment and the Restated Certificate do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Certificate of Amendment and the Restated Certificate, respectively, copies of which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.
Additionally, on January 25, 2024, the Board approved an amendment and restatement of the amended and restated by-laws of the Company (the "Bylaws"), which became effective at that time. Among the changes contained in the Bylaws are the following:
a.As a result of the effectiveness of rules related to the use of "universal" proxy cards, updates to the procedural mechanics and disclosure requirements relating to director nominations submitted by stockholders pursuant to the advance notice provisions of the Bylaws, including by requiring that any stockholder submitting such a nomination:
i.provide a completed written questionnaire in the form provided by the Company regarding any nominee; and
ii.provide certain representations regarding engaging in a solicitation with respect to its nomination and to provide certain related documentation and confirmations with respect to Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 14a-19"), with any failure to comply with the additional notice and procedural requirements of Rule 14a-19 resulting in the proxies solicited by such stockholder being disregarded;
b.Adding a requirement that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white;
c.As permitted by recent amendments to the Delaware General Corporation Law, providing that, unless the Company consents in writing to an alternative forum, Court of Chancery for the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware) shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action or proceeding asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or stockholder of the Company to the Company or the Company's stockholders; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Company's Restated Certificate or the Company's Bylaws (in each case as they may be amended or restated); or (iv) any action asserting a claim governed by the internal affairs doctrine;
d.Providing that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities act of 1933, as amended; and
e.As a result of recent amendments to the Delaware General Corporation Law, clarification of certain procedures regarding stockholder meetings, including with respect to adjournment and meeting notices and stockholder lists, among other updates.
2
Additional amendments were made to make clarifying or conforming language changes, in addition to technical or ministerial changes. The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Bylaws, which are attached as Exhibit 3.3 in redline form, marked to show the changes described above, and as Exhibit 3.4 in unmarked form and are each incorporated herein by reference.