ACUITY INC. (DE)

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.