Acuity Inc. (AYI)
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AGM 2026

Jan 21, 2026

Operator

Good afternoon, and welcome to the Acuity Inc 2026 Annual Stockholders Meeting. Stockholders may ask a question by entering it in the designated box on the screen and may vote their shares by clicking on the green "Vote Here" button on the screen. If shares have been previously voted, there is no need to vote during the meeting. Today's meeting is being recorded. If you have any objections, you may leave the meeting at this time. Now, I'd like to introduce Mr. Neil Ashe.

Neil Ashe
Chairman, President, and CEO, Acuity Inc

Thank you, Operator, and welcome, stockholders and guests. Thank you for attending Acuity's 2026 Annual Meeting of Stockholders. I'm Neil Ashe, Chairman, President, and CEO of Acuity. I'm joined today by Karen Holcomb, our Senior Vice President and Chief Financial Officer, Barry Goldman, our Senior Vice President and General Counsel, and Chanda Kirchner, our Vice President and Corporate Secretary.

It is fast. And we are empowered by our Better, Smarter, Faster operating system to work in a structured and 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 are 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. Again, thank you for your support.

We will now begin the business portion of the meeting. The Annual Meeting of Stockholders will now come to order. As a reminder, if you are a stockholder and wish to ask a question about a proposal or any other matter, you may do so by submitting it in the "Ask a Question" box. We will address questions as time allows during the session. For any questions we may not have time to answer, we will respond to each question on an individual basis after the meeting as appropriate. This Annual Meeting of Stockholders is held pursuant to the bylaws of the company and written notice to all stockholders. I will act as Chair of the meeting, and Chanda Kirchner will act as Secretary of the meeting. Chanda, please proceed.

Chanda Kirchner
VP and Corporate Secretary, Acuity Inc

Thank you, Neil. The Board of Directors has appointed Janice Castillo of Broadridge to serve as the Independent Inspector of Election. She's provided her oath of office to me for filing with the minutes of this meeting. We have an affidavit of distribution from Broadridge Financial Solutions certifying that notice of this meeting and notice of internet availability of proxy material have been provided to stockholders of record beginning on December 11, 2025. I also have copies of the proxy statement and annual report, which include financial statements certified by Ernst & Young. Copies of the proxy statement and annual report were sent or made available to each stockholder entitled to vote, and electronic copies are available on the website during this meeting. The notice of meeting and affidavit of distribution will be filed with the minutes of the meeting.

The Inspector of Election has confirmed that a quorum is present. I will now turn the meeting back to Neil.

Neil Ashe
Chairman, President, and CEO, Acuity Inc

The business portion of the meeting is called to order, and the polls are now open for voting on all matters. All Acuity stockholders entitled to vote at this meeting can do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website. Remember that if you have already voted by proxy, it is not necessary to vote again. After voting is completed on all matters on the agenda, we will close the polls and provide preliminary voting results. The first item of business is to consider and vote upon the election of directors. The Board has nominated nine directors to serve for a one-year term expiring at the annual meeting to be held in 2027 or until a successor is elected or qualified.

The nominees are Neil Ashe, Marsha Abadon, Pat Battle, Michael Bender, Doug Dillard, Jim Hance, Maya Leibman, Laura O'Shaughnessy, and Mark Zaklavan. Information concerning the nominees' principal occupations, skills, and qualifications, service as Acuity Board members, and other matters that may be of interest are included in the Proxy Statement. No other nominations were received prior to the deadline established in the company's bylaws, and no additional nominations may be made at this meeting. I declare the nominations are closed. The Board recommends a vote for each director nominee. The second item of business is to consider and vote upon the ratification of the appointment of the company's independent registered public accounting firm, Ernst & Young, for the fiscal year ending August 31, 2026. The Board recommends a vote for this proposal.

The third item of business is to consider and vote upon an advisory basis Named Executive Officer compensation as disclosed in the Proxy Statement. The board recommends a vote for this proposal. That concludes presentation of each item of business. The polls are about to close. If you have not yet voted, please do so now. Stockholders have each been provided the opportunity to vote, and the polls are now closed. Chanda will now read the preliminary vote report.

Chanda Kirchner
VP and Corporate Secretary, Acuity Inc

Thank you, Neil. Based on the preliminary results provided to me by the Inspector of Election, each director nominee has been duly elected as a director of the company. Each director will serve until the next annual stockholders meeting or until a successor is elected or qualified. The proposal to ratify the appointment of the company's independent registered public accounting firm, Ernst & Young LLP, for fiscal year 2026 has been approved. The proposal to approve on an advisory basis our named executive officer compensation has been approved. We will report the details of the final voting results for all of these proposals on a Form 8-K expected to be filed with the SEC within four business days.

Neil Ashe
Chairman, President, and CEO, Acuity Inc

Thank you, Chanda. The business portion of the meeting is concluded and is now adjourned. We will now take general questions about the company and its business. We may rephrase a question when necessary for comprehension. Where there are multiple questions on the same topic, we will select a representative question to answer. If we don't get to all of the questions today, we will respond to each question on an individual basis after the meeting as appropriate.

Chanda Kirchner
VP and Corporate Secretary, Acuity Inc

Neil, we have one question today. What was the most important thing that happened this year?

Neil Ashe
Chairman, President, and CEO, Acuity Inc

Thank you very much for the question. I believe that fiscal year 2025 will prove to be a turning point in our transformation from a lighting and lighting controls company to an industrial control company. With the acquisition of QSC and the general growth of our AIS business, we now have a thriving second business that is growing and changing outcomes in spaces. At the same time, our lighting business continued to be the best-performing lighting company in the world in the face of significant market challenges and policy upheaval. I'm really pleased with how we operated this year, and I'm excited about the foundation that builds for fiscal 2026 and beyond. Thank you for that question.

Chanda Kirchner
VP and Corporate Secretary, Acuity Inc

Thank you, Neil. We have no other questions at this time.

Neil Ashe
Chairman, President, and CEO, Acuity Inc

Ladies and gentlemen, thank you for participating in today's meeting, and thank you for your continued commitment and investment in Acuity.

Operator

This concludes today's call. You may now disconnect.

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