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•	for the election of the three nominees for director described in this proxy statement;

•	for ratification of the appointment of our independent registered public accounting firm for fiscal year 2016; and

•	for the approval, on an advisory basis, of named executive officer compensation.

•	voting again by the Internet or by telephone prior to 11:59 p.m. Eastern Time, on January 5, 2016;

•	giving written notice to our Corporate Secretary that you wish to revoke your proxy and change your vote; or

•	voting in person at the annual meeting.

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•	Certificate of Incorporation

•	By-Laws

•	Corporate Governance Guidelines

•	Statement of Responsibilities of Committees of the Board (Charters of the Committees)

•	Statement of Rules and Procedures of Committees of the Board

•	Code of Ethics and Business Conduct

•	Foreign Corrupt Practices Compliance Policy

•	Policy Regarding Interested Party Communications with Directors

•	Policy on Stockholder Recommendations for Board of Director Candidates

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•	Providing oversight to ensure the Board works in an independent, cohesive fashion;

•	Ensuring Board leadership in the absence or incapacitation of the Chairman of the Board;

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•	Chairing Board meetings when the Chairman of the Board is not in attendance;

•	Coordinating with the Chairman of the Board to ensure the conduct of the Board meeting provides adequate time for serious discussion of appropriate issues and that appropriate information is made available to Board members on a timely basis; and

•	Developing the agenda for and chairing executive sessions and acting as liaison between the independent directors and the Chairman of the Board on matters raised in such sessions.

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•	compensation should fairly pay directors for work required for a company of our size and scope;

•	compensation should align directors’ interests with the long-term interests of stockholders; and

•	the structure of the compensation should be simple, transparent, and easy for stockholders to understand.

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(1)

The $80,000 payable to the director in cash along with any chairman or excess meeting fees may be deferred at the election of the director into either stock units to be paid in shares following retirement from the Board or credited to an interest-bearing account to be paid in cash following retirement from the Board. The $100,000 non-cash portion of the annual director fee may, at the election of the director, be granted in vested stock if the director’s stock ownership exceeds the stock ownership requirement. Fiscal 2015 director compensation granted in the form of stock awards were issued as follows:

(2)	On September 26, 2014, the date Mr. Battle joined our Board, he received a grant of 165 shares of restricted stock that vests pro rata over three years. The number of shares was determined by dividing the intended value of $20,000 by the closing price of our stock on the date of grant of $121.42, and rounding to the nearest whole share.

(3)	The only perquisite received by directors is a company match on charitable contributions. The maximum match in any fiscal year is $5,000 and is below the required reporting threshold.

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*	Represents less than 1% of our common stock.

(1)	Subject to applicable community property laws and, except as otherwise indicated, each beneficial owner has sole voting and investment power with respect to all shares shown.

(2)	Includes shares that may be acquired within 60 days of November 12, 2015 upon the exercise of employee stock options, as follows: 506,547 shares; Mr. Reece, 67,376 shares; and all executive officers as a group, 573,923 shares.

(3)

Includes time-vesting restricted shares granted under our 2012 Omnibus Stock Incentive Compensation Plan, portions of which vest in August 2016, 2017, September 2016, 2017, and October 2016, 2017, 2018 and 2019. The executives have sole voting power over these restricted shares. Restricted shares are included for the following individuals: Messrs. Battle and Hance, 110 shares; Mr. Black, 47,586 shares; Mr. Nagel, 46,119 shares; Mr. Reece, 35,586 shares; and all current directors and executive officers as a group, 129,511 shares.

(4)	Based on aggregate of 43,781,950 shares of Acuity Brands common stock issued and outstanding as of November 12, 2015.

(5)	Includes share units held by non-employee directors in the 2006 and 2011 Nonemployee Directors’ Deferred Compensation Plans. Share units are considered for purposes of compliance with the Company’s share ownership requirement.

(6)	This information is based on a Schedule 13G/A filed with the SEC by T. Rowe Price Associates, Inc., 100 E. Pratt Street, Baltimore, Maryland 21202, on February 13, 2015 containing information as of December 31, 2014.

(7)	This information is based on a Schedule 13G filed with the SEC by Wellington Management Group LLP, 280 Congress Street, Boston, Massachusetts 02210, on February 12, 2015 containing information as of December 31, 2014.

(8)	This information is based on a Schedule 13G/A filed with the SEC by JPMorgan Chase & Co., 270 Park Avenue, New York, New York 10017 on January 13, 2015 containing information as of December 31, 2014.

(9)	This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc., 55 East 52nd Street, New York, New York 10022, on January 30, 2015 containing information as of December 31, 2014.

(10)	This information is based on a Schedule 13G/A filed with the SEC by The Vanguard Group, 100 Vanguard Blvd., Malvern, Pennsylvania 19355 on February 10, 2015 containing information as of December 31, 2014.

•	a list of entities where the director is an employee, director, or executive officer;

•	each entity where an immediate family member of a director is an executive officer;

•	each entity in which the director or an immediate family member is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest; and

•	each charitable or non-profit organization where the director or an immediate family member is an employee, executive officer, director, or trustee.

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•	71 years old

•	Director since August 2014

•	Operating executive of the Carlyle Group LP

•	Vice Chairman of Bank of America from 1993 to 2005; Chief Financial Officer from 1988 to 2004

•	Chairman and co-owner of Consolidated Coin Caterers Corporation from 1985 to 1986

•	Joined the audit staff of Price Waterhouse in 1969, served as Partner from 1979 until 1985

•	Certified Public Accountant

•	Director: Carlyle Group LP, Duke Energy Corporation, Cousins Properties, Inc., and Ford Motor Company

•	Previous Directorships: Sprint-Nextel Corporation, Rayonier, Inc., Enpro Industries, Morgan Stanley, and Bank of America Corporation

•	Member of the Audit and Governance Committees of the Board

•	Mr. Hance’s extensive management, operational, and financial expertise as well as his significant corporate governance knowledge from service on other public company boards qualify him to serve as a director of our Board

•	If elected, three-year term expires at the Annual Meeting for Fiscal Year 2018

•	58 years old

•	Director since January 2004

•	Chairman and Chief Executive Officer of the Company since September 2004; President since August 2005

•	Vice Chairman and Chief Financial Officer from January 2004 through August 2004 and Executive Vice President and Chief Financial Officer from December 2001 to January 2004

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•	Certified Public Accountant (inactive)

•	Serves on the Governance Board of the National Electrical Manufacturers Association and the Georgia Aquarium

•	Chairman of the Executive Committee of the Board

•	Mr. Nagel’s knowledge of our opportunities and challenges gained through his day-to-day leadership as our Chief Executive Officer, unique understanding of our strategies and operations, and extensive financial and accounting expertise gained through his senior leadership positions with the Company qualify him to serve as a director of our Board

•	If elected, three-year term expires at the Annual Meeting for Fiscal Year 2018

•	68 years old

•	Director since June 2002

•	President and Chief Executive Officer of VSI Enterprises, Inc. from November 1997 to July 1999

•	Held various positions at BellSouth Corporation from 1972 through October 1997, most recently as President, Consumer Services

•	Director: Community Health Systems, Inc. and Lumos Networks Corp.

•	Previous Directorships: Simtrol, Inc., Winn-Dixie Stores, Inc., MAPICS, Inc., and NTELOS Holdings Corp.

•	Member of the Compensation and Governance Committees of the Board

•	Ms. North’s operational expertise in marketing and consumer service gained through senior executive positions, service as a director on other public company boards, and experience across a wide range of complex industries, including at companies with large labor intensive-workforces, qualify her to serve as a director of our Board

•	If elected, three-year term expires at the Annual Meeting for Fiscal Year 2018

•	52 years old

•	Director since September 2014

•	Managing Partner of Stillwater Family Holdings since 2010

•	Chairman of IMG College (formerly known as The Collegiate Licensing Company, “CLC”) from 2007 to 2011; prior to joining IMG in 2007, Mr. Battle was president and chief executive officer of CLC, where he worked since 1984. CLC is the nation’s oldest and largest marketing agency dedicated to providing domestic and international trademark licensing services to the collegiate market

•	Member of the Compensation and Governance Committees of the Board

•	Mr. Battle’s operational, strategic, and marketing expertise gained through senior leadership positions qualifies him to serve as a director of our Board

•	Term expires at the Annual Meeting for Fiscal 2016

•	74 years old

•	Director since December 2001

•	Managing Director of Peter Browning Partners Board Advisory Services since 2010

•	Dean of the McColl Graduate School of Business at Queens University of Charlotte, North Carolina, from March 2002 to May 2005

•	Executive of Sonoco Products Company from 1993 to 2000. Last served as President and Chief Executive Officer from 1998 to July 2000

•	Chairman and CEO of National Gypsum from 1990 to 1993

•	Director: ScanSource, Inc.

•	Previous Directorships: EnPro Industries, Inc., Lowe’s Companies, Inc., Nucor Corporation, The Phoenix Companies, Inc., and Wachovia Corporation

•	Lead Director, Chairman of the Governance Committee, and a member of the Compensation and Executive Committees of the Board

•	Mr. Browning’s operational and strategic expertise from his experience as the Chief Executive Officer of two public companies servicing individual and consumer businesses, significant corporate governance knowledge from extensive

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•	Term expires at the Annual Meeting for Fiscal 2017

•	72 years old

•	Director since January 2009

•	Chairman, President and Chief Executive Officer of Brush Engineered Materials Inc. (now known as Materion Corporation) from 1991 until May 2006

•	Senior Vice President of The B.F. Goodrich Company (“Goodrich”) from 1988 to 1991; President and Chief Executive Officer of Tremco Inc., a wholly owned subsidiary of Goodrich, from 1982 to 1988; series of senior executive positions with Goodrich from 1977 to 1982

•	Director: EnPro Industries, Inc. (Non-executive Chairman)

•	Previous Directorships: Brush Engineered Materials, Inc., The Lubrizol Corporation, and PolyOne Corporation

•	Member of the Compensation and Governance Committees of the Board

•	Mr. Harnett’s knowledge of the manufacturing industry, leadership experience from serving as Chairman and Chief Executive Officer of a multinational corporation and broad understanding of international operations gained through senior leadership positions, qualify him to serve as a director of our Board

•	Term expires at the Annual Meeting for Fiscal Year 2016

•	73 years old

•	Director since March 2003

•	Former Chief Financial Officer of AMVESCAP PLC (now known as Invesco Ltd.) from April 1996 to May 2004 and Senior Partner from May 2004 until he retired in December 2006

•	Joined the New York audit staff of Arthur Andersen LLP in 1964, served as Partner from 1972 until 1996, and served as Managing Partner in Atlanta from 1987 until April 1996

•	Certified Public Accountant

•	Member of the American Institute and the Georgia Society of Certified Public Accountants

•	Director: Primerica, Inc.

•	Previous Directorships: Comverge, Inc., Mirant Corporation, and Schweitzer-Mauduit International, Inc.

•	Chairman of the Audit Committee and a member of the Executive and Governance Committees of the Board

•	Mr. McCullough’s expertise in accounting, financial controls and financial reporting, experience consulting on areas related to strategic planning and service on other public company boards, including having served as the chairman of several audit committees, qualify him to serve as a director of our Board

•	Term expires at the Annual Meeting for Fiscal Year 2016

•	64 years old

•	Director since September 2012

•	Chairman of Thomas & Betts Corporation from 2006 to 2013; Thomas & Betts Corporation was acquired by ABB Ltd. in May 2012

•	Chief Executive Officer of Thomas & Betts from January 2004 until his retirement in 2012; held other management positions at Thomas & Betts, including Chief Operating Officer (2003 to 2004) and President—Electrical Products (2000 to 2003)

•	Held senior executive positions at Casco Plastic, Inc., Jordan Telecommunications and Viasystems Group, Inc. from 1995 to 2000

•	Former Chairman of the Board of Governors of the National Electrical Manufacturers Association

•	Previous Directorships: Exide Corporation, Lubrizol Corporation, and Viasystems Group

•	Member of the Audit and Governance Committees of the Board

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Mr. Pileggi’s operational, manufacturing, marketing and strategic expertise from his more than 20 years in the electrical products industry, including his experience as the Chief Executive Officer of a global public company servicing multinational industrial businesses, and his significant corporate governance knowledge from service on other public company boards, qualify him to serve as a director of our Board

•	Term expires at the Annual Meeting for Fiscal Year 2016

•	67 years old

•	Director since December 2001

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•	Non-executive Chairman of Citizens Trust Bank since May 2003

•	President of Atlanta’s East Lake Golf Club from May 2003 to December 2005 and President Emeritus since December 2005

•	Chairman of Atlanta’s East Lake Community Foundation from November 2003 to January 2005 and Vice Chairman since January 2005

•	President of the Southern Region of AT&T Corporation from 1996 to May 2003

•	Director: Aaron’s Inc. (Chairman), American Airlines Group, Inc., Avnet, Inc., Fortress Transportation and Infrastructure Investors LLC, and Citizens Trust Bank (Chairman) (trading as Citizens Bancshares)

•	Previous Directorships: Choicepoint Inc., Mirant Corporation, and RailAmerica, Inc.

•	Chairman of the Compensation Committee and a member of the Executive and Governance Committees of the Board

•	Mr. Robinson’s extensive service on other public company boards, sales and marketing experience gained through senior leadership positions, extensive operational skills from his tenure at AT&T, and longstanding involvement in civic and charitable leadership roles in the community qualify him to serve as a director of our Board

•	Term expires at the Annual Meeting for Fiscal 2017

•	65 years old

•	Director since January 2011

•	Chairman of Fortune Brands, Inc. (“Fortune”) from December 1999 to September 2008; served as Chief Executive Officer from December 1999 to December 2007; also served in a series of senior executive positions with Fortune from 1984 to 1999

•	Director: Fortune Brands Home & Security, Inc. and Keurig Green Mountain, Inc. (Chairman)

•	Previous Directorships: R.R. Donnelly & Sons Company, Pactiv Corporation, Fortune Brands, Inc., and ACCO Brands Corporation

•	Member of the Audit and Governance Committees of the Board

•	Mr. Wesley’s operational and strategic expertise from more than 20 years of experience as a senior executive, including eight years of experience as Chairman and Chief Executive Officer of a multinational corporation with various brands serving multiple sales channels, as well as his service on other public company boards qualify him to serve as a director of our Board

•	Term expires at the Annual Meeting for Fiscal 2017

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•	54 years old

•	Executive Vice President of the Company since January 2013

•	President of Acuity Brands Lighting, Inc. since March 2014; Executive Vice President from December 2007 until March 2014

•	Senior Vice President, Acuity Business Systems for Acuity Brands, Inc. from September 2006 to December 2007

•	Independent consultant for ‘Lean’ principles and implementation from September 2003 to August 2006

•	President of CPM, Inc. from December 2000 to August 2003

•	59 years old

•	Executive Vice President of the Company since September 2006; Chief Financial Officer since December 2005; and Senior Vice President from December 2005 to September 2006

•	Vice President, Finance and Chief Financial Officer of Belden, Inc. (“Belden”) from April 2002 to November 2005

•	President of Belden’s Communications Division from June 1999 to April 2002

•	Vice-President Finance, Treasurer and Chief Financial Officer of Belden from August 1993 to June 1999

•	Certified Public Accountant

•	Member of the American Institute and the Texas Society of Certified Public Accountants

•	Serves on the Board of the National Association of Manufacturers, Georgia Chamber of Commerce, and Atlanta Police Foundation

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•	Vernon J. Nagel, Chairman, President and Chief Executive Officer;

•	Mark A. Black, Executive Vice President of the Company and President of Acuity Brands Lighting, Inc.; and

•	Richard K. Reece, Executive Vice President and Chief Financial Officer.

•	Return on stockholders’ equity in excess of cost of capital;

•	Solid execution of our annual business plan and progress on achieving key strategic goals, such as exceeding the growth rate of our end markets, expanding our industry-leading portfolio of innovative products and solutions, enhancing our customer service and support capabilities, and achieving operating efficiencies;

•	Continued focus on leadership development and performance management processes; and

•	Positive total shareholder returns (“TSR”) over the various 1, 3 and 5-year periods, as well as favorable comparisons to the Dow Jones U.S. Electrical Components & Equipment Index, the Dow Jones U.S. Building Materials & Fixtures Index, and the Standard & Poor’s MidCap 400 Index.

1

Fiscal 2015 adjusted diluted earnings per share excludes special charges related to streamlining activities, acquisition-related professional fees, and a net loss associated with financial instruments to hedge the foreign currency exposure related to the acquisition of Canadian-based Distech Controls, Inc., while fiscal 2014 adjusted diluted earnings per share excludes partial recoveries of losses incurred in the prior fiscal year pertaining to the fraud at a freight payment and audit service firm formerly retained by the Company. See page 23 of our Annual Report on Form 10-K for fiscal 2015 for a reconciliation of adjusted diluted earnings per share to diluted earnings per share for fiscal 2015 and 2014.

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•	Messrs. Black and Reece each received a base salary increase to $440,000 from $430,000. Additionally, for the Annual Cash Incentive Plan, the individual incentive target percentage for each of Messrs. Black and Reece was increased to 90% from 80%. The increases were based on market data, the performance of each individual, and in recognition of strong company performance in fiscal 2014.

•	Annual cash incentive awards to named executive officers were paid at approximately 333% of target based on Company achievement of fiscal 2015 performance goals (adjusted diluted earnings per share, adjusted consolidated operating profit margin, and adjusted cash flow) previously approved by the Compensation Committee, adjusted for their individual performance factor.

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Equity incentive awards (granted in October 2015 based upon fiscal 2015 performance) were approved at approximately 150% of target based on Company achievement of the fiscal 2015 performance goal (adjusted diluted earnings per share) and were granted in the form of two-thirds in restricted stock and one-third in stock options, which the Committee believed offered a total equity incentive opportunity aligned with stockholder interests including the appropriate balance of risk, long-term company stock price performance, and retention.

•

Messrs. Black and Reece each received a special equity award valued at $3.5 million in the form of restricted stock that will vest in four equal annual installments. The awards were in recognition of the individual achievements of Messrs. Black and Reece in driving improvements in the Company’s financial performance and expanding the Company’s addressable market through the implementation of Acuity Brands’ tiered solutions strategy, both of which have led to increased shareholder value.

•

Following a competitive assessment of executive retirement benefits and with an objective to ensure such company benefits are sufficient to retain and attract executive talent, amendments to the Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan (“SERP”) were approved which provided for an incremental benefit to participants, including each of the named executive officers. The incremental benefit provides a monthly benefit for 180 months commencing at age 60 equal to 1.4% of the participant's "average annual compensation" multiplied by his years of credited service not to exceed 10 years, divided by 12. SERP participants may elect to receive the actuarial equivalent of the incremental benefit in the form of a lump sum cash payment. The SERP was also amended so that upon the occurrence of a Section 409A change in control event (as defined in the SERP), the SERP shall be terminated consistent with the requirements of Treasury Regulation section 1.409A-3(j)(4)(ix)(B), and the Company shall, within five (5) days of such an event, pay to each participant a lump sum cash payment equal to the lump sum actuarial equivalent of the participant’s accrued benefit as of such date. The definition of actuarial equivalent (with respect to accrued benefits other than the participant’s vested accrued benefit as of December 31, 2004) was amended whereby an interest rate equal to the lesser of 2.5% per annum or the yield on 10-Year U.S. Treasury Bonds will be used in determining the lump sum actuarial equivalent. Additionally, the SERP was amended so that if any action at law or in equity is necessary for a participant to enforce or interpret the terms of the SERP, the Company shall promptly pay the participant’s reasonable attorneys’ fees and other reasonable expenses incurred with respect to such action.

•	The severance agreements for Messrs. Black and Reece were each amended to adjust the multiplier used in the severance payout formula for calculating the payment of a cash amount equal to the executive’s gross salary multiplied by a specified percentage to match the individual incentive targets approved by the Compensation Committee under the Annual Cash Incentive Plan.

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2

Adjusted operating profit and adjusted diluted earnings per share for fiscal 2015 exclude a net special charge of $12.4 million, or $0.19 diluted EPS, as well as acquisition-related professional fees of $3.2 million, or $0.08 diluted EPS, and a net loss of $2.6 million, or $0.03 diluted EPS, associated with financial instruments to hedge the foreign currency exposure related to the acquisition of Canadian-based Distech Controls, Inc. Adjusted operating profit and adjusted diluted earnings per share for fiscal 2014 exclude the benefit of a $0.2 million favorable adjustment to the special charge recorded in the prior year and exclude the impact of $5.8 million, or $0.08 diluted earnings per share, of pre-tax fraud-related recoveries that partially offset the $8.1 million pre-tax loss incurred in fiscal 2013 as a result of fraud perpetrated at a freight payment and audit service firm formerly retained by the Company. See page 23 of our Annual Report on Form 10-K for fiscal 2015 for a reconciliation of adjusted operating profit and adjusted diluted earnings per share for fiscal 2015 and 2014.

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•	Attract and retain executives by providing a competitive reward and recognition program that is driven by our success;

•	Provide rewards to executives who create value for stockholders;

•	Consistently recognize and reward superior performers, measured by achievement of results and demonstration of desired behaviors; and

•	Provide a framework for the fair and consistent administration of pay policies.

•	The total compensation program should be designed to strengthen the relationship between pay and performance, with a resulting emphasis on variable, rather than fixed, forms of compensation;

•	An appropriate balance should be struck between the focus on achievement of annual goals and the focus on encouraging long-term growth of the Company so as to appropriately balance risk;

•	Compensation should generally increase with position and responsibility, and total compensation should be higher for individuals with greater responsibility and a greater ability to influence the Company’s results, with a corresponding increase in the percentage of total compensation linked to performance; and

•	Management should focus on the long-term interests of all stakeholders, including stockholders.

•	Annual growth in earnings per share of 15% or greater;

•	Operating profit margin in the mid-teens or higher;

•	Return on stockholders’ equity of 20% or better; and

•	Generation of cash flow from operations less capital expenditures in excess of net income.

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•	Base salary;

•	Performance-based annual cash incentive awards;

•	Performance-based annual equity incentive awards; and

•	Post-termination compensation (retirement benefits as well as severance and change in control arrangements).

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•	Annual cash incentive awards are earned only if we achieve specific annual year-over-year improvement in Company financial performance and individual performance objectives, which we believe focuses our executives’ efforts on company results that directly impact our stock price and link individual performance to our long-term strategic plan.

•	Annual equity incentive awards are earned only if we achieve specific annual Company performance goals. The equity awards have three or four year vesting schedules designed to align executive compensation with long-term stockholder interests. The extended vesting schedule for the equity awards mitigates against unnecessary or excessive risk.

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•	Adjusted diluted earnings per share is computed by dividing net income available to common stockholders by diluted weighted average number of shares and adjusted as described below.

•	Adjusted consolidated operating profit margin is calculated as operating profit divided by net sales and adjusted as described below.

•	Adjusted cash flow is calculated as cash flow from operations, minus capital expenditures, plus cash received on sale of property, plus or minus cash flow from significant foreign currency fluctuations, and adjusted as described below.

•	Comparing actual performance to daily job responsibilities and pre-established individual objectives consistent with overall company objectives, and

•	Considering, on a qualitative basis, whether the individual’s performance reflects our corporate values and business philosophies, such as continuous improvement.

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(1)

For fiscal 2015, performance results were adjusted to exclude acquisition-related professional fees and a net loss associated with financial instruments to hedge the foreign currency exposure related to the acquisition of Canadian-based Distech Controls, Inc. Adjusted cash flow reflects an adjustment for the net effect of certain unusual discrete items, including the add-back of $1.6 million for acquisition-related professional fees during fiscal 2015, which negatively impacted adjusted cash flow by a total of $300,000.

(2)	As expected, the Compensation Committee exercised negative discretion in determining the final fiscal 2015 awards for the named executive officers.

(1)	The maximum award for Mr. Nagel is capped by the Annual Cash Incentive Plan’s limit of a $6.0 million maximum award payable to an individual participant for any fiscal year.

(2)	Reflects application of negative discretion by the Compensation Committee in determining the final awards.

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(1)	Reflects application of negative discretion by the Compensation Committee in determining final awards.

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•

An incremental benefit was added for participants who were actively employed by the Company on June 26, 2015 (or who first become a participant on or after June 26, 2015). The incremental benefit provides a monthly benefit for 180 months commencing at age 60 equal to 1.4% of the participant's "average annual compensation" multiplied by his years of credited service not to exceed 10 years, divided by 12. Participants may elect to receive the actuarial equivalent of the incremental benefit in the form of a lump sum cash payment.

•

The definition of actuarial equivalent (with respect to accrued benefits other than the participant’s vested accrued benefit as of December 31, 2004) was changed. Prior to the amendment, the definition of actuarial equivalent used an interest rate equal to the lesser of 7% per annum or the yield on 10-Year U.S. Treasury Bonds plus 1.50%; after the amendment, an interest rate equal to the lesser of 2.5% per annum or the yield on 10-Year U.S. Treasury Bonds will be used.

•

Upon the occurrence of a Section 409A change in control event (as defined in the SERP), the SERP shall be terminated consistent with the requirements of Treasury Regulation section 1.409A-3(j)(4)(ix)(B), and the Company shall, within five (5) days of such an event, pay to each participant a lump sum cash payment equal to the lump sum actuarial equivalent of the participant’s accrued benefit as of such date.

•	If any action at law or in equity is necessary for a participant to enforce or interpret the terms of the SERP, the Company shall promptly pay the participant’s reasonable attorneys’ fees and other reasonable expenses incurred with respect to such action.

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•	The various financial performance measures that are set under the Annual Cash Incentive Plan and EIP are balanced and typically based upon year-over-year improvement levels that are reviewed and approved by the Board and that we believe are challenging and yet attainable without the need to take inappropriate risks or make material changes to our business or strategy.

•	Awards under the EIP are made in the form of equity grants that vest over time. We believe the three and four year vesting of the equity awards mitigates against unnecessary or excessive risk taking.

•	The Annual Cash Incentive Plan and the EIP have maximum payout limitations for each participant and on the total amount of payments to all eligible employees in a fiscal year.

•	Because the value of the equity awards are best realized through long-term appreciation of stockholder value, especially when coupled with our stock ownership guidelines (described above), we believe this encourages a long-term growth mentality among our executives and aligns their interests with those of our stockholders.

•	Peer group and market pricing analysis for the chief executive officer and the other named executive officers;

•	Analyses on various matters, including competitive assessments for executive retirement benefits and non-employee director compensation;

•	Assistance and support on various issues, including updates related to evolving executive compensation and governance trends; and

•	Review of the draft proxy statement and input and disclosure suggestions.

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(1)

Represents the grant date fair value of restricted stock and option awards granted during the applicable fiscal year. The assumptions used to value option awards granted in and prior to fiscal 2015 can be found in Note 9 to our consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended August 31, 2015. Restricted stock awards are valued at the closing price on the NYSE on the grant date. For information regarding stock and options awards granted in fiscal 2016 based on fiscal 2015 performance, see “Compensation Discussion and Analysis—Equity Incentive Awards—Fiscal 2015 Equity Incentive Awards.”

(2)	Represents amounts earned under the Annual Cash Incentive Plan for the applicable fiscal year. For fiscal 2015, awards were earned at approximately 333% of target. For information about the 2015 awards, see “Compensation Discussion and Analysis—Elements of Executive Compensation—Fiscal 2015 Annual Cash Incentive Award.”

(3)

Represents the increase in the actuarial present value of benefits under the SERP. The increase in pension value for fiscal 2015 was primarily attributable to an incremental benefit provided to participants following a competitive assessment of executive retirement benefits. The increase in pension value for fiscal 2014 was primarily related to a 0.75% decrease in the discount rate. The increase in pension value for fiscal 2013 was primarily attributable to the October 2012 SERP amendment which increased the monthly benefit factor from 1.8% to 2.8%, partially offset by a 1% increase in the discount rate used to calculate the present value. There are no above-market earnings for our deferred compensation plans. For more information about these plans, see “Pension Benefits in Fiscal 2015” and “Fiscal 2015 Nonqualified Deferred Compensation” below.

(4)	For fiscal 2015, includes the following:

(5)	The 2015 stock award values for Messrs. Black and Reece include a special equity award of 19,731 time-vesting restricted shares of the Company’s common stock (equivalent value of $3.5 million) which will vest in four equal annual installments beginning June 1, 2016. For more information, see “Compensation Discussion and Analysis—Fiscal 2015 Equity Incentive Awards.”

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(1)

These columns show the possible fiscal 2015 payout for each named executive officer under the Annual Cash Incentive Plan if the threshold, target, or maximum goals were achieved. In setting these amounts, we expected that the Compensation Committee would exercise negative discretion in determining the final awards for the named executive officers. For fiscal 2015, awards were earned at approximately 333% of target. The amounts earned under the plan for fiscal 2015 are disclosed in the Fiscal 2015 Summary Compensation Table. See “Compensation Discussion and Analysis—Elements of Compensation—Fiscal 2015 Annual Cash Incentive Award” for a description of the plan.

(2)

These columns show the potential value, in dollars, of the fiscal 2015 equity payout for each named executive officer for annual equity incentive awards if the threshold, target, or maximum goals were achieved. In setting these amounts, we expected that the Compensation Committee would exercise negative discretion in determining the final awards for the named executive officers. Target and maximum awards assume a PMP Payout Percentage of 100% and 150%, respectively. Based on actual performance, equity incentive awards were earned for fiscal 2015 at approximately 150% of target, and grants were made on October 26, 2015. Because the grants were made after the end of the fiscal year, they do not appear in the table. See “Compensation Discussion and Analysis—Elements of Compensation—Fiscal 2015 Equity Incentive Awards” for a description of the plan.

(3)

These columns show the number of restricted shares and stock options granted on October 27, 2014 to the named executive officers as equity incentive awards with respect to fiscal 2014 performance and the special restricted stock award granted to each of Messrs. Black and Reece on June 1, 2015. The restricted stock grants vest ratably in four equal annual installments beginning one year from the grant date. Dividends are paid on the restricted shares at the same rate as for other outstanding shares; dividends accrue and are only paid when shares vest. The stock options vest ratably in three equal annual installments beginning one year from the grant date.

(4)

This column shows the grant date fair value of the restricted stock and the stock options under the Accounting Standards Codification Topic 718. The grant date fair value of restricted stock awards is calculated using the closing price of our common stock on the NYSE on the grant date. The grant date fair value of the stock options is calculated at the time of the award using the Black-Scholes Model. The following variables were used for the October 27, 2014 grants: 1.49% risk free rate, a term of 4 years, a dividend yield of 0.4%, and volatility of 33.85%.

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(1)	The market value is calculated as the product of (a) $194.87 per share, the closing market price of our common stock on August 31, 2015, the last trading day of the fiscal year, multiplied by (b) the number of shares that have not vested.

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(1)	The value realized is the difference between the closing market price on the date of exercise and the exercise price, multiplied by the number of options exercised.

(2)	The value realized is the closing market price on the day the stock awards vest, multiplied by the total number of shares vesting.

•	Participants may elect to receive the actuarial equivalent of the total incremental monthly benefits in the form of a lump sum cash payment.

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The definition of actuarial equivalent (with respect to accrued benefits other than the participant’s vested accrued benefit as of December 31, 2004) was changed. Prior to the amendment, the definition of actuarial equivalent used an interest rate equal to the lesser of 7% per annum or the yield on 10-Year U.S. Treasury Bonds plus 1.50%; after the amendment, an interest rate equal to the lesser of 2.5% per annum or the yield on 10-Year U.S. Treasury Bonds will be used.

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Upon the occurrence of a Section 409A change in control event (as defined in the SERP), the SERP shall be terminated consistent with the requirements of Treasury Regulation section 1.409A-3(j)(4)(ix)(B), and the Company shall, within five (5) days of such an event, pay to each participant a lump sum cash payment equal to the lump sum actuarial equivalent of the participant’s accrued benefit as of such date.

•	If any action at law or in equity is necessary for a participant to enforce or interpret the terms of the SERP, the Company shall promptly pay the participant’s reasonable attorneys’ fees and other reasonable expenses incurred with respect to such action.

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(1)

The accumulated benefit in the SERP is based on service and earnings (base salary and bonus, as described above) considered by the SERP for the period through August 31, 2015. The present value has been calculated assuming the benefit is payable commencing at age 60 and that the benefit is payable in 180 monthly payments as described above. The discount rate assumed in the calculation is 4.25% compared with 4.00% in the prior year.

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(1)

Amounts shown in this column reflect contributions to the deferred compensation plan for Mr. Nagel, which were immediately vested, in replacement of benefits lost when the prior SERP was frozen, and are also reported in the “All Other Compensation” column in the Fiscal 2015 Summary Compensation Table. Company contributions and related earnings become vested in accordance with the terms of the plan or upon a change in control.

(2)	None of the earnings in fiscal 2015 were considered above-market earnings, as defined by the SEC.

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•	an adverse change in the executive’s title or position which represents a demotion;

•	requiring the executive to be based more than 50 miles from the primary workplace where the executive is currently based, subject to certain exceptions for ‘reasonable travel’ as per the specific agreements;

•	a reduction in base salary and target bonus opportunity (not the bonus actually earned) below the level in the employment letter for Mr. Nagel and below the level in effect immediately prior to the change in control for Mr. Reece, unless such reduction is consistent with reductions being made at the same time for other of our officers in comparable positions;

•	a material reduction in the aggregate benefits provided to the executive by us under employee benefits plans, except in connection with a reduction in benefits which is consistent with reductions being made at the same time for other of our officers in comparable positions;

•	an insolvency or bankruptcy filing by us; or

•	a material breach by us of the severance agreement.

•	termination is the result of an act or acts by the executive which have been found in an applicable court of law to constitute a felony (other than traffic-related offenses);

•	termination is the result of an act or acts by the executive which are in the good faith judgment of the Company to be in violation of law or of written policies of the Company and which result in material injury to Acuity Brands;

•	termination is the result of an act or acts of dishonesty by the executive resulting or intended to result directly or indirectly in gain or personal enrichment to the executive at the expense of the Company; or

•	the continued failure by the executive substantially to perform the duties reasonably assigned to him, after a demand in writing for substantial performance of such duties is delivered by the Company.

•	monthly severance payments for the severance period in an amount equal to the executive’s then current base salary rate;

•	continuation of health care and life insurance coverage for the severance period;

•	outplacement services not to exceed 10% of base salary;

•	a cash payment based on a predefined percentage of base salary, calculated on a pro rata basis;

•	accelerated vesting of any performance-based restricted stock for which performance targets have been achieved; and

•	additional benefits, at the discretion of the Compensation Committee, including without limitation, additional retirement benefits and acceleration of equity incentive awards, if the executive is terminated prior to age 65 and suffers a diminution of projected benefits.

•	the Company will pay reasonable legal fees and related expenses incurred by an executive who is successful to a significant extent in enforcing his rights under the severance agreements.

•	continued vesting during the severance period of unvested stock options;

•	exercisability of vested stock options and stock options that vest during the severance period for the shorter of the remaining exercise term or the length of the severance period;

•	accelerated vesting during the severance period of restricted stock that is not performance-based on a monthly pro rata basis determined from the date of grant to the end of the severance period;

•	continued vesting during the severance period of performance-based restricted stock for which performance targets are achieved and vesting begins during the severance period; and

•	continued accrual during the severance period of credited service under the SERP.

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1.

Upon a change in control, all restrictions on any outstanding incentive awards will lapse and the awards will immediately become fully vested, all outstanding stock options will become fully vested and immediately exercisable, and we may be required to immediately purchase for cash, on demand, at the then per-share fair market value, any shares of unrestricted stock and shares purchased upon exercise of options.

2.	If the employment of the named executive officer is terminated within 24 months following a change in control or in certain other instances in connection with a change in control either by us other than for cause or disability or by the officer for good reason (as each term is defined in the change in control agreement), the officer will be entitled to receive:

•	a pro rata bonus for the year of termination;

•	a lump sum cash payment equal to a multiple of the sum of his base salary and annual cash incentive payment (in each case at least equal to his base salary and bonus prior to a change in control), subject to certain adjustments;

•	continuation of life insurance, disability, medical, dental, and hospitalization benefits for the specified term;

•	a cash payment representing additional months participation in our qualified or nonqualified deferred compensation plans (36 months for Mr. Nagel and 30 months for Mr. Reece and Mr. Black); and

•	a cash payment equal to the lump sum actuarial equivalent of the accrued benefit under the SERP as of the date of termination of employment, whether or not the accrued benefit has vested.

•	the acquisition of 20% or more of the combined voting power of our then outstanding voting securities;

•	a change in more than one-third of the members of our Board of Directors who were either members as of the distribution date or were nominated or elected by a vote of two-thirds of those members or members so approved;

•	a merger or consolidation through which our stockholders no longer hold more than 60% of the combined voting power of our outstanding voting securities resulting from the merger or consolidation in substantially the same proportion as prior to the merger or consolidation; or

•	our complete liquidation or dissolution or the sale or other disposition of all or substantially all of our assets.

•	intentionally and continually failed to substantially perform his duties, which failure continued for a period of at least 30 days after a written notice of demand for substantial performance has been delivered to the executive specifying the manner in which the executive has failed to substantially perform; or

•	intentionally engaged in conduct which is demonstrably and materially injurious to us, monetarily or otherwise.

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any change in the executive’s status, title, position or responsibilities which, in the executive’s reasonable judgment, represents an adverse change from his status, title, position or responsibilities as in effect immediately prior; the assignment to the executive of any duties or responsibilities which, in the executive’s reasonable judgment, are inconsistent with his status, title, position or responsibilities; or any removal of the executive from or failure to reappoint or reelect him to any of such offices or positions, except in connection with the termination of his employment for disability, cause, as a result of his death or by the executive other than for good reason;

•	a reduction in the executive’s base salary or any failure to pay the executive any compensation or benefits to which he is entitled within five days of the date due;

•	a failure to increase the executive’s base salary at least annually at a percentage of base salary no less than the average percentage increases (other than increases resulting from the executive’s promotion) granted to the executive during the three full years ended prior to a change in control (or such lesser number of full years during which the executive was employed);

•	requiring the executive to be based more than 50 miles from the primary workplace where the executive is based immediately prior to the change in control except for reasonably required travel on business which is not greater than such travel requirements prior to the change in control;

•

the failure by us (1) to continue in effect any compensation or employee benefit plan in which the executive was participating immediately prior to the change in control or (2) to provide the executive with compensation and benefits, in the aggregate, at least equal to those provided for under each other compensation or employee benefit plan, program and practice as in effect immediately prior to the change in control;

•	the insolvency or the filing of a petition for bankruptcy by us;

•	the failure by us to obtain an agreement from a successor to assume and agree to perform the agreement; and

•	a purported termination of executive’s employment for cause that does not follow the procedures of the change in control agreement or other material breach of the agreement.

•	Stock options vest and are exercisable to the earlier of the expiration date or one year after the event. Restricted shares vest immediately.

•	Company contributions in Deferred Compensation Plans including the 401(k) and SDSP vest and are payable upon death or total and permanent disability.

•	Vested options are exercisable to the earlier of the expiration date or five years after retirement.

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(1)	For benefits related to a change-in-control, this represents a multiple of salary and the highest of current year bonus, prior year bonus, or average of bonus for last three years. For benefits related to a severance agreement, this represents salary for the severance period plus a cash payment based on a predefined percentage of base salary.

(2)	The value realized on unvested equity awards represents the difference between the fair market value of unvested awards at August 31, 2015, using our closing price of $194.87 on August 31, 2015 (less the exercise price of unvested options).

(3)

Includes payments in respect of continued health, welfare, retirement benefits, and deferred compensation benefits as outlined in change-in-control agreements, including the present value of additional credited service or annual Company contributions in the referenced plans equal to the number of months associated with the multiple and unvested Company contributions in deferred compensation plans that vest upon a change in control, as follows:

(4)	Includes payments in respect of continued health, welfare, retirement benefits, and deferred compensation benefits as outlined in severance agreements including the present value of additional credited service or annual Company contributions in the referenced plans equal to the number of months associated with the multiple, as follows:

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(5)

An excise tax gross-up is applicable to the named executive officers in the event of a change in control. The excise tax gross-up is calculated assuming the excise tax rate of 20% of the excess of the value of the change in control payments over the executive’s average W-2 earnings for the last five calendar years. The excise tax gross-up is only applicable if the sum of all payments equals or exceeds three times the executive’s average W-2 earnings for the past five calendar years. Further, the excise tax gross-up is based on an assumed effective aggregate tax rate of 39.6% for the executive, and assumes no value is assigned to the non-compete and other restrictive covenants that may apply to the executive. Upon a change in control and termination of the executive’s employment, we expect to assign a portion of the amount paid to the executive as value for the restrictive covenants, which would decrease the total parachute payments and the amount of the excise tax gross-up.

•	Attract and retain executives by providing a competitive reward and recognition program that is driven by our success;

•	Provide rewards to executives who create value for stockholders;

•	Align the interest of executives with those of stockholders;

•	Consistently recognize and reward superior performers, measured by achievement of results and demonstration of desired behaviors; and

•	Provide a framework for the fair and consistent administration of pay policies.

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(1)

Includes the Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan (the “2012 EIP”) that was approved by our stockholders in January 2013, the Amended and Restated Acuity Brands, Inc. 2007 Long-Term Incentive Plan (the “2007 EIP”) that was approved by our stockholders in January 2008, the 2006 Nonemployee Directors’ Deferred Compensation Plan (the “2006 NEDC”) that was approved by our sole stockholder in November 2001, the 2011 Nonemployee Director’s Deferred Compensation Plan (the “2011 NEDC”) that was approved by our stockholders in January 2012, and the 2001 Nonemployee Directors’ Stock Option Plan (the “2001 NESOP”) that was approved by our sole stockholder in November 2001.

(2)	Includes 141,541 outstanding options and 15,259 outstanding deferred stock units under the 2012 EIP, 311,117 outstanding options and 20,848 outstanding deferred stock units issued under the 2007 EIP, 107,864 deferred stock units issued under the 2006 NEDC, and 25,660 deferred stock units issued under the 2011 NEDC August 31, 2015.

(3)	Represents weighted-average exercise price of stock options outstanding under the 2012 EIP, 2007 EIP and 2001 NESOP. Calculation excludes deferred stock units issued under the 2007 EIP, 2006 NEDC, and 2011 NEDC.

(4)

Represents the number of shares available for future issuance under stockholder approved equity compensation plans, including, 1,821,659 shares available for grant without further stockholder approval under the 2012 EIP and 268,719 shares available for issuance without further stockholder approval under the 2011 NEDC as of August 31, 2015. No further awards may be granted under the 2007 EIP, the 2006 NEDC or the 2001 NESOP.

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•	the stockholder must have given timely notice in writing to our Corporate Secretary;

•	such business must be a proper matter for stockholder action under Delaware Law;

•

if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided us with a stockholder notice (as described below), such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage our voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of our voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the stockholder notice; and

•	if no stockholder notice relating to the proposal has been timely provided, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice.

•

as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Exchange Act and such person’s written consent to serve as a director if elected, as well as any other information required by the SEC’s proxy rules in a contested election;

•	as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting, and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;

•	as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made;

•	the name and address of such stockholder, as they appear on our books, and of such beneficial owner;

•	the class and number of shares of our common stock that are owned beneficially and of record by such stockholder and such beneficial owner, including any derivative positions of the stockholder;

•	information with respect to persons or entities affiliated with the stockholder and any arrangements between the affiliates and the stockholder; and

•

whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of our voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of our voting shares to elect such nominee or nominees (an affirmative statement of such intent).

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