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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Acuity Brands Inc | NYSE:AYI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
4.73 | 1.86% | 259.14 | 260.90 | 256.76 | 257.23 | 227,194 | 23:57:31 |
Delaware
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58-2632672
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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þ
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Accelerated filer
|
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¨
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Non-accelerated Filer
|
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Title of
Securities to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering Price
Per Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
|
Common Stock, par value $0.01 per share
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380,000 shares (1)
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$162.325 (2)
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$61,683,500 (3)
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$7,679.60
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(1)
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Represents shares of common stock, par value $0.01 per share (“Common Stock”) of the Registrant available for issuance pursuant to awards granted under the Amended and Restated Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall be deemed to cover any additional securities to be offered or issued from stock options, stock dividends, or similar transactions.
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(2)
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Pursuant to Rule 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share was determined based on the average of the high and low sales prices of Common Stock of Acuity Brands, Inc. as reported on the New York Stock Exchange on January 10, 2018 ($162.325 per share).
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(3)
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Estimated solely for computing the registration fee in accordance with Rule 457(c) and 457(h) under the Securities Act.
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(a)
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Annual Report on Form 10-K of the Registrant for the fiscal year ended August 31, 2017;
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(b)
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Quarterly Report on Form 10-Q of the Registrant for the quarter ended November 30, 2017;
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(c)
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Current Reports on Form 8-K of the Registrant filed on October 3, 2017 (except the information “furnished” under Item 9.01) and January 9, 2018 (except the information “furnished” under Items 2.02 and 9.01); and
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(d)
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The description of the Registrant’s Common Stock contained in the Registration Statement on Form 10/A (File No. 001-16583) dated November 9, 2001, including any amendment or report filed for the purpose of updating such description.
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•
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to the extent a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145 or in the defense of any claim, issue or matter therein, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith;
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•
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the indemnification and advancement of expenses provided for pursuant to Section 145 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise; and
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•
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the corporation shall have the power to purchase and maintain insurance of behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145.
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Exhibit
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Description
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5.1
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*
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Opinion of King & Spalding LLP.
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23.1
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*
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Consent of Ernst & Young LLP.
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23.2
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*
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Consent of King & Spalding LLP (included in Exhibit 5.1).
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24.1
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*
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Powers of Attorney (included on signature pages).
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99.1
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Amended and Restated Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan, filed as Annex A to the Registrant’s Proxy Statement, filed with the Commission on November 21, 2017, as supplemented on December 6, 2017, and incorporated herein by reference.
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* Filed herewith.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
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ACUITY BRANDS, INC.
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By:
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/s/ Richard K. Reece
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Richard K. Reece
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Executive Vice President and Chief Financial Officer
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Signature
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Title
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/s/ Vernon J. Nagel
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Chairman, President and Chief Executive Officer (Principal Executive Officer); Director
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Vernon J. Nagel
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/s/ Richard K. Reece
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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Richard K. Reece
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/s/ W. Patrick Battle
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Director
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W. Patrick Battle
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/s/ Peter C. Browning
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Director
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Peter C. Browning
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/s/ G. Douglas Dillard, Jr.
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Director
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G. Douglas Dillard, Jr.
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/s/ James H. Hance, Jr.
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Director
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James H. Hance, Jr.
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/s/ Robert R. McCullough
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Director
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Robert F. McCullough
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/s/ Julia B. North
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Director
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Julia B. North
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/s/ Dominic J. Pileggi
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Director
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Dominic J. Pileggi
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/s/ Ray M. Robinson
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Director
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Ray M. Robinson
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/s/ Norman H. Wesley
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Director
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Norman H. Wesley
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/s/ Mary A. Winston
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Director
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Mary A. Winston
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Exhibit
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Description
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5.1
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*
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23.1
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*
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23.2
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*
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24.1
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*
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99.1
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* Filed herewith.
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