Form 8-K

8-K — ACUITY INC. (DE)

Accession: 0001104659-26-111917

Filed: 2026-09-29

Period: 2026-09-24

CIK: 0001144215

SIC: 3640 (ELECTRIC LIGHTING & WIRING EQUIPMENT)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2626454d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2626454d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date

of earliest event reported): September 24, 2026

ACUITY INC.

(Exact name of registrant as specified in its charter)

Delaware

001-16583

58-2632672

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1170 Peachtree Street, N.E., Suite 1200,

Atlanta, Georgia 30309

(Address of principal executive offices) (Zip

Code)

(404) 853-1400

(Registrant’s telephone number, including area code)

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the

Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $.01 par value per share

AYI

New York Stock Exchange

Indicate by check mark whether the Registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for

complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02. Departure of Directors or Certain Officers; Election

of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective September 24, 2026, the Board of

Directors (the “Board”) of Acuity Inc. (the “Company”) increased the size of the Board from nine to ten members

and elected Nick Tzitzon to the Board. Mr. Tzitzon, whose term will expire at the next annual meeting of stockholders, was also appointed

to the Audit and Governance Committees.

Mr. Tzitzon, age 46, has served as Vice Chairman

of ServiceNow, Inc. (“ServiceNow”), a digital workflow company, since January 2020, and leads the ServiceNow AI

Institute. He previously served as Executive Vice President of SAP SE, a multinational software company providing enterprise software,

from October 2012 to January 2020, and as Senior Vice President and Chief Operating Officer of Bronner Group, LLC from May 2010

to October 2012. Earlier in his career, he was a management consultant advising healthcare, energy, and public sector clients on

strategy and transformation. Mr. Tzitzon also serves on the board of directors of various nonprofit organizations.

There are no arrangements between Mr. Tzitzon

and any other person pursuant to which he was selected as a director, nor are there any transactions to which the Company is or was a

participant and in which Mr. Tzitzon has a material interest subject to disclosure under Item 404(a) of Regulation S-K. No family

relationships exist between Mr. Tzitzon and any of the Company’s directors or executive officers.

Mr. Tzitzon will participate on a pro rata

basis in the standard non-employee director compensation arrangements described under “Compensation of Directors” in the Company’s

fiscal 2025 proxy statement filed with the Securities and Exchange Commission on December 11, 2025.

Additionally, the Company has entered into its

standard Form of Indemnification Agreement with Mr. Tzitzon that provides for the Company to indemnify directors against all

expenses (as defined in the agreement), judgments, fines, and amounts paid in settlement actually and reasonably incurred by a director

and arising out of the director’s service. The Form of Indemnification Agreement was previously filed by the Company as Exhibit 10.1

to the Company’s Current Report on Form 8-K filed with the Commission on February 9, 2010 and is incorporated by reference

herein.

On September 29, 2026, the Company issued

a press release announcing the increase in the size of the Board and the election of Mr. Tzitzon. A copy of this press release is

attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)          Exhibits.

The following exhibits are being filed herewith:

99.1

Press Release dated September 29, 2026.

104

Cover Page Interactive Data File (embedded within the inline XBRL document).

Signatures

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 29, 2026

ACUITY INC.

By:

/s/ Karen J. Holcom

Karen J. Holcom

Senior Vice President and Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2626454d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Acuity Inc. Appoints Nick Tzitzon to its Board of Directors

ATLANTA

— September 29, 2026 — Acuity Inc. (NYSE: AYI) announces that its Board of Directors has elected Nick Tzitzon

as an Independent Director, effective September 24, 2026.

In connection with the appointment, the Board approved an increase

in its size from nine to ten directors. Tzitzon will serve on the Audit and Governance Committees, and his initial term will expire at

the Company’s next annual meeting of stockholders.

Tzitzon currently serves as Vice Chairman of ServiceNow and leads the

company's AI Institute, where he works with customers, partners and policymakers on the transformative potential of artificial intelligence.

He brings extensive experience leading growth, strategy and digital transformation initiatives across the technology sector.

“Nick’s experience helping organizations harness software,

data and AI to drive productivity and business outcomes aligns with how we are creating value for customers and shareholders,” said

Neil Ashe, Chairman, President and Chief Executive Officer of Acuity. “We are pleased to welcome Nick to the Board and look forward

to the perspective he will bring as we advance our strategy.”

“I am honored to join Acuity's Board of

Directors,” said Tzitzon, “Under Neil's leadership, Acuity is positioned to lead the next wave of AI value

creation. Industrial intelligence is a massive global growth opportunity. I'm enthusiastic about the company's bright future and

look forward to supporting the team on that journey.”

About Acuity Inc.

Acuity Inc. (NYSE: AYI) is a market-leading industrial technology company.

We use technology to solve problems in spaces, light and more things to come. Through our two business segments, Acuity Brands Lighting

(ABL) and Acuity Intelligent Spaces (AIS), we design, manufacture, and bring to market products and services that make a valuable difference

in people’s lives.

We achieve growth through the development of innovative new products

and services, including lighting, lighting controls, building management solutions, and an audio, video and control platform. We focus

on customer outcomes and drive growth and productivity to increase market share and deliver superior returns. We look to aggressively

deploy capital to grow the business and to enter attractive new verticals.

Acuity Inc.

is based in Atlanta, Georgia, with operations across North America, Europe and Asia. The Company is powered by approximately 13,000 dedicated

and talented associates. Visit us at www.acuityinc.com.

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