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	~~Check the appropriate box:~~


	oFiled by a Party other than the Registrant ¨ ~~Preliminary Proxy Statement~~
	o~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
	þ ~~Definitive Proxy Statement~~
	o ~~Definitive Additional Materials~~
	o ~~Soliciting Material Pursuant to §240.14a-12~~

¨ Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))


	þ No fee required. ~~No fee required.~~
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	o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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What is the difference between a stockholder of record and a stockholder who holds stock in street name?

If your shares are registered in your name with our transfer agent, ~~The Bank of New York Mellon,~~Computershare, you are a stockholder of record. If your shares are held in the name of your broker or bank, your shares are held in street name.

What is the record date and what does it mean?

November ~~10, 2010~~12, 2013 is the record date for the annual meeting to be held on January 7, ~~2011.~~2014. The record date is established by the Board as required by the Delaware General Corporation Law (“Delaware Law”). Owners of record of our common stock at the close of business on the record date are entitled to receive notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting.

How do I vote as a stockholder of record?

As a stockholder of record, you may vote by one of the four methods described below:

By the Internet. You may give your voting instructions by the Internet as described in the Notice of Internet Availability of Proxy Materials, proxy materials email, or any proxy card you receive. This method is also available to stockholders who hold shares in the ~~BuyDirect~~Direct Stock Purchase Plan, in the Employee Stock Purchase Plan, or in a 401(k) plan sponsored by us. The Internet voting procedure is designed to verify the voting authority of stockholders. You will be able to vote your shares by the Internet and confirm that your vote has been properly recorded. Please see the Notice of Internet Availability of Proxy Materials, proxy materials email, or any proxy card you receive for specific instructions.

By Telephone. You may give your voting instructions using the toll-free number listed on your proxy card (if you received a proxy card). This method is also available to stockholders who hold shares in the ~~BuyDirect~~Direct Stock Purchase Plan, in the Employee Stock Purchase Plan, or in a 401(k) plan sponsored by us. The telephone voting procedure is designed to verify the voting authority of stockholders. The procedure allows you to vote your shares and to confirm that your vote has been properly recorded. Please see your proxy card (if you received a proxy card) for specific instructions.

By Mail. You may sign and date your proxy card (if you received a proxy card) and mail it in the prepaid and addressed envelope enclosed therewith.

In Person. You may vote in person at the annual meeting.

How do I vote as a street name stockholder?

If your shares are held through a bank or broker, you should receive information from the bank or broker about your specific voting options. If you have questions about voting your shares, you should contact your bank or broker.

If you wish to vote in person at the annual meeting, you will need to bring a legal proxy to the meeting. You must request a legal proxy through your bank or broker. Please note that if you request a legal proxy, any previously executed proxy will be revoked and your vote will not be counted unless you appear at the meeting and vote in person, or legally appoint another proxy to vote on your behalf.

What if I sign and return a proxy card, but do not provide voting instructions?

Proxies that are properly executed and delivered, and not revoked, will be voted as specified on the proxy card. If no direction is specified on the proxy card, the proxy will be voted as follows:

for the election of the nominees for director described in this proxy ~~statement and~~ statement;

for ratification of the appointment of our independent registered public accounting firm for fiscal year ~~2011.~~2014; and

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

What if I change my mind after I return my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the annual meeting. You may do this by:

voting again by the Internet or by telephone prior to 11:59 p.m. Eastern Time, on January 6, 2014;


	•	~~voting again by the Internet or by telephone prior to 11:59 p.m. Eastern Time, on January 6, 2011;~~
	•	~~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.~~

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.

What is a quorum?

The presence of the holders of a majority of the outstanding shares of common stock entitled to vote at the annual meeting, present in person or represented by proxy, is necessary to constitute a quorum. The election inspector appointed for the meeting will tabulate votes cast by proxy and in person at the meeting and determine the presence of a quorum.

Will my shares be voted if I do not vote by the Internet, vote by telephone, sign and return a proxy card, or attend the annual meeting and vote in person?

If you are a stockholder of record and you do not vote by the Internet, vote by telephone, sign and return a proxy card or attend the annual meeting and vote in person, your shares will not be voted and will not count in deciding the matters presented for stockholder consideration in this proxy statement.

If your shares are held in “street name” through a bank or broker and you do not provide voting instructions before the annual meeting, your bank or broker may vote your shares on your behalf under certain circumstances. Brokerage firms have the authority under certain rules to vote shares for which their customers do not provide voting instructions on “routine” matters.

The ratification of the appointment of ~~the~~our independent registered public accounting firm is considered a “routine” matter under these rules. Therefore, brokerage firms are allowed to vote their customers’ shares on ~~this matter~~these matters if the customers do not provide voting instructions. If your brokerage firm votes your shares on ~~this matter~~these matters because you do not provide voting instructions, your shares will be counted for purposes of establishing a quorum to conduct business at the meeting and in determining the number of shares voted for or against ~~the~~each routine matter.

When a ~~proposal~~matter is not a routine matter and the brokerage firm has not received voting instructions from the beneficial owner of the shares with respect to that ~~proposal,~~matter, the brokerage firm cannot vote the shares on that ~~proposal.~~matter. This is called a “broker non-vote.” Only the ratification of the appointment of our independent registered public accounting firm is considered a “routine” matter. The ~~election of directors is~~other matters are not considered a routine ~~matter.~~

matters.

We encourage you to provide instructions to your brokerage firm by voting your proxy. This action ensures your shares will be voted at the meeting in accordance with your wishes.

How are abstentions and broker non-votes counted?

Broker non-votes will be considered as present for purposes of establishing a quorum but not entitled to vote with respect to a matter that is not ~~“routine”.~~“routine.” Because none of the ~~election~~matters contained in this proxy statement other than the ratification of ~~directors~~the appointment of the independent registered public accounting firm is ~~not~~ considered a ~~“routine”~~

“routine” matter for stockholder consideration, the brokers will not have discretionary authority to vote the shares with respect to such matters and if you do not instruct your bank or broker how to vote your shares, ~~in the election of directors,~~ no votes will be cast on your behalf ~~in the election of directors.~~

with respect to such matters.

The ratification of the appointment of our independent registered public accountants and the advisory vote on named executive officer compensation must each receive the affirmative vote of a majority of the votes that could be cast at the annual meeting by the holders who are present in person or by proxy to pass. IfAccordingly, if you abstain from voting on ~~the proposal~~any of such proposals or your broker is unable to vote your shares, it will have the same effect as a vote against such proposal. Abstentions will have no effect on the ~~proposal.~~

election of directors.

How are votes tabulated?

According to our By-Laws, each of the proposed items will be determined as follows:

Election of Directors: The election of directors will be determined by a plurality of votes cast.

Ratification of the Appointment of our Independent Registered Public Accountants: The ratification of the appointment of our independent registered public accountants will be determined by a majority of votes cast affirmatively or negatively.

Advisory Vote to Approve Named Executive Officer Compensation: The advisory vote to approve named executive officer compensation will be determined by a majority of votes cast affirmatively or negatively.

~~All~~Any other matters: The voting results of ~~all~~any other matters are determined by a majority of votes cast affirmatively or negatively, except as may otherwise be required by law.

How are proxies solicited and what is the cost?

We will bear all expenses incurred in connection with the solicitation of proxies. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of common stock. Our directors, officers and employees may solicit proxies by mail, telephone, and personal contact. They will not receive any additional compensation for these activities.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting

to be Held on January 7, ~~2011~~

2014

The proxy statement and annual report are available at

~~http://bnymellon.mobular.net/bnymellon/ayi.~~www.edocumentview.com/AYI

QUESTIONS AND ANSWERS ABOUT COMMUNICATIONS,

GOVERNANCE, AND COMPANY DOCUMENTS

The Board takes seriously its responsibility to represent the interests of stockholders and is committed to good corporate governance. To that end, the Board has adopted a number of policies and processes to ensure effective governance of the Board and the Company.

How do I contact the Board of Directors?

~~Stockholders~~

Pursuant to a policy adopted by the Board, stockholders and other interested parties may communicate directly with the Board as a group or ~~the~~our non-management directors as a group by writing to the Chairman of the Governance Committee and with members of the Audit Committee as a group by writing to the Chairman of the Audit Committee, each in the care of the Corporate Secretary ~~Acuity Brands, Inc.,~~at our principal executive offices. Our principal executive offices are located at 1170 Peachtree Street, NE, Suite ~~2400,~~2300, Atlanta, Georgia 30309. All communications will be forwarded ~~promptly.~~

promptly by the Corporate Secretary to the appropriate Board member.

Where can I see the Company’s corporate documents and SEC filings?

The following governance documents are available on our website atwww.acuitybrands.comunder “Corporate Governance.”

Certificate of Incorporation


	•	~~Certificate of Incorporation~~
	•	~~By-Laws~~
	•	~~Corporate Governance Guidelines~~
	•	~~Statements 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~~

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

Copies of any of these documents will be furnished to any interested party if requested in writing to Corporate Secretary, Acuity Brands, Inc., 1170 Peachtree Street, NE, Suite ~~2400,~~2300, Atlanta, Georgia 30309.

Our SEC filings are available on our website under “SEC ~~Filings” and “Section 16~~ Filings.”

Our proxy materials and annual report are available on our website under “Annual Report/Proxy.”

How are directors nominated?

The Governance Committee, comprised of all of the independent directors, is responsible for recommending to the Board a slate of director nominees for the Board to consider recommending to the stockholders, and for recommending to the Board nominees for appointment to fill a new Board seat or any Board vacancy. To fulfill these responsibilities, the Committee annually assesses the requirements of the Board and makes recommendations to the Board regarding its size, composition, and structure. In determining whether to nominate an incumbent director for reelection, the Governance Committee evaluates each incumbent director’s continued service in light of the current assessment of the Board’s requirements, taking into account factors such as evaluations of the incumbent’s

performance. Directors whose terms expire at the next annual meeting undergo peer and ~~self assessment~~self-assessment prior to being nominated for reelection.

When the need to fill a new Board seat or vacancy arises, the Governance Committee proceeds by whatever means it deems appropriate to identify a qualified candidate or candidates, and candidates may be identified through the engagement of an outside search firm, recommendations from independent directors or management,

and shareholder recommendations. As expressed in our Corporate Governance Guidelines, we do not set specific criteria for directors, but the Committee reviews the qualifications of each candidate, including, but not limited to, the candidate’s experience, judgment, diversity, and skills in such areas as manufacturing and distribution technologies and accounting or financial management. Our Corporate Governance Guidelines provide that the Committee should consider diversity when reviewing the appropriate experience, skills, and characteristics required of directors. In evaluating director candidates, the Governance Committee considers the diversity of the experience, skills and characteristics that each candidate brings to the Board and whether the candidate’s background, qualifications and characteristics will complement the overall membership of the Board. The Governance Committee and the Board seeks to have a Board that is diverse in terms of experience across a range of industries and skill sets. In addition, the Board believes that directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serve on the Board for an extended period of time. Therefore, our Corporate Governance Guidelines prohibit a director from serving on more than six public company boards (including our Board) at one time.

Final candidates are generally interviewed by one or more Committee members. The Committee makes a recommendation to the Board based on its review, the results of interviews with the candidates, and all other available information. The Board makes the final decision on whether to invite a candidate to join the Board. The Board-approved invitation is extended through the Chairman of the Governance Committee and the Chairman of the Board, President, and Chief Executive Officer.

Recommendations for Candidates for Director by Stockholders. ~~The~~Pursuant to a policy adopted by the Board, the Governance Committee will consider recommendations for candidates for director from stockholders made in writing via certified mail and addressed to the attention of the Chairman of the Governance Committee,c/o Corporate Secretary, Acuity Brands, Inc., 1170 Peachtree Street, NE, Suite ~~2400,~~2300, Atlanta, Georgia, 30309. The Governance Committee will consider such recommendations on the same basis as those from other sources. Stockholders making recommendations for candidates for director should provide the same information required for director nominations by stockholders at an annual meeting, and such recommendations must be received by the Company in accordance with the advance notice provision of our by-laws, each as explained below under “Next Annual Meeting—Stockholder Proposals.” On August 25, 2010, the SEC adopted new rules relating to the ability of certain stockholders to nominate directors for election, often referred to as proxy access. These rules are not applicable to our 2010 annual meeting but may provide stockholders with additional procedures for nominating directors commencing with the 2011 annual meeting.

INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES

Board and Committee Membership

The Board has delegated certain functions to the Executive Committee, the Audit Committee, the Compensation Committee, and the Governance Committee. Our Statement of Responsibilities of the Committees of the Board contains each Committee’s charter. For information about where to find the charters, see “Questions and Answers about Communications, Governance, and Company Documents.” The table below sets forth the current membership of each of the committees:


Director	Executive	Audit	Compensation		Governance
~~Director~~	~~Executive~~	~~Audit~~	~~Compensation~~	��	~~Governance~~

Vernon J. Nagel	Chairman	—	—		—
Peter C. Browning	X	—	X		Chairman
George C. Guynn	—	X	—		X
Gordon D. Harnett	—	—	X		X
~~John L. Clendenin~~ Robert F. McCullough	X	Chairman	—		X
Julia B. North	—	—	X		X
Dominic J. Pileggi	—	X	—		X
~~George C. Guynn~~	—	X	—		X
~~Gordon D. Harnett~~	—	—	X		X
~~Robert F. McCullough~~	X	~~Chairman~~	—		X
~~Julia B. North~~	—	—	X		X
Ray M. Robinson	X	—	Chairman		X
~~Neil Williams~~ Norman H. Wesley	X—	X	—		~~Chairman~~X

During the fiscal year ended August 31, ~~2010,~~2013, the Board met four times. ~~Directors~~All of our directors attended 100% of the total meetings held by the Board and any committee on which the director served during the fiscal year. We typically expect that each continuing director will attend the annual meeting of stockholders, absent a valid reason. All of the directors serving at the time of last year’s annual meeting attended the meeting.

~~At each regular quarterly~~

Board ~~meeting,~~Leadership Structure

Mr. Nagel currently holds the positions of Chairman of the Board ~~meets without management present. Non-management director sessions are led by~~and Chief Executive Officer, and Mr. Browning serves as our independent Lead Director. Our Corporate Governance Guidelines provide that whenever the Chairman of the Board is a member of management, there will be a Lead Director. The Lead Director is an independent director appointed each year by the independent members of the Board after the annual meeting of stockholders.

The Lead Director’s responsibilities are set forth in our Corporate Governance ~~Committee.~~Guidelines. These responsibilities include:

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;

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.

In addition, the Lead Director is entitled to request material and receive notice of and attend all meetings of Board committees. The Board believes that having an independent Lead Director whose responsibilities closely parallel those of an independent chairman ensures that the appropriate level of independent oversight is applied to all Board decisions.

Our Corporate Governance Guidelines provide that our Board will include a majority of independent directors. As described below under “Item 1—Election of Director,” 8 of our 9 directors are independent. In addition, all of the directors on each of the Audit, Compensation,and Governance Committees are independent directors. Each of these committees is led by a committee chair that sets the agenda for the committee and reports to the full Board on the committee’s work.

Our Corporate Governance Guidelines further provide that all non-management directors meet in executive session outside the presence of the Chief Executive Officer and other Company personnel during a portion of each of the Board’s in-person meetings. As noted above, the Lead Director chairs these executive sessions and develops the agenda for each executive session.

Our company has employed this leadership structure of a combined Chairman and Chief Executive Officer for many years, and we believe that this leadership structure has been effective for us. We believe that having a combined Chairman and Chief Executive Officer, an independent Lead Director, a Board comprised of approximately 90% independent directors who meet regularly in executive session, and independent chairs for the Board’s Audit, Compensation, and Governance Committees provides the best form of leadership for us and our stockholders. The Board believes that our leadership structure promotes unified leadership and direction for the Company, allowing for focus and insight on important strategic initiatives, and clear focus for management to execute our strategy and business plans.

The Board’s Role in Risk Oversight

Pursuant to our Corporate Governance Guidelines, it is the Board’s role to provide oversight of the Company’s risk management processes.

The Audit Committee is specifically charged with the responsibility of meeting periodically with management to discuss policies with respect to financial risk assessment and risk management, including the steps management has taken to monitor and control such risks. The other committees of the Board consider the risks within their areas of responsibility. For example, the Compensation Committee considers risk in designing the compensation program, with the goal of appropriately balancing annual incentives and long-term performance. A discussion of the compensation risk analysis conducted by the Compensation Committee is included in the “Compensation Discussion and Analysis” later in this Proxy Statement.

In addition to the committees’ work in overseeing risk management, our full Board regularly engages in discussions of the most significant risks that the Company is facing. At least annually, management prepares for the full Board an enterprise risk management report identifying and evaluating these key risks, and how these risks are being managed. The Board receives updates from management as to material changes to the risk profile or newly identified risks during the year. The Board also receives reports on risk management from the committee chairs.

We believe that our leadership structure, as described above, supports the risk oversight function of the Board. With his in-depth knowledge and understanding of our operations, our Chairman and Chief Executive Officer, Mr. Nagel, is well-positioned to bring key strategic and business issues and risks to the Board’s attention. We have an independent Lead Director and strong independent directors that chair the various committees involved with risk oversight and we encourage open communication between management and directors with respect to risk oversight.

The Executive Committeeis authorized to perform all of the powers of the full Board, except the power to amend the By-Laws and except as restricted by Delaware Law. The Executive Committee is called upon in very limited circumstances due to reliance on the other standing committees of the Board and the direct involvement of the entire Board in governance matters. The Committee did not meet during the ~~2010~~2013 fiscal year.

The Audit Committeeis responsible for matters pertaining to our auditing, internal control, and financial reporting, as set forth in the Committee’s report (see “Report of the Audit Committee”) and in its charter. Each

member of the Committee is independent under the requirements of the SEC and the Sarbanes-Oxley Act of 2002. In addition, each member of the Committee meets the current independence and financial literacy requirements of the listing standards of the New York Stock ~~Exchange.~~Exchange (the “NYSE”). Each quarter, the Audit Committee meets separately with the independent registered public accounting firm, the internal auditor, ~~and with~~ the chief financial officer and the general counsel of our lighting business without other management present. The Board has determined that Messrs. ~~Clendenin,~~ Guynn, McCullough, Pileggi, and ~~McCullough~~Wesley satisfy the “audit committee financial expert” criteria adopted by the SEC and that each of them has accounting and related financial management expertise required by the listing standards of the ~~New York Stock Exchange.~~NYSE. The Committee held ~~six~~five meetings during the ~~2010~~2013 fiscal year.

The Compensation Committeeis responsible for certain matters relating to the evaluation and compensation of the executive officers and non-employee directors, as set forth in its charter. At most regularly scheduled meetings, the Compensation Committee meets privately with an independent compensation consultant without management present. Annually, the Compensation Committee evaluates the performance of the independent consultant in relation to the Committee’s functions and responsibilities. Each member of the Committee is independent under the listing standards of the ~~New York Stock Exchange~~NYSE and is an outside director under Section 162(m) of the Internal Revenue Code (the “Code”) and a non-employee under Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, the Board has determined that the members of the Committee meet the additional independence requirements applicable to compensation committees under NYSE listing standards. The Committee held five meetings during the ~~2010~~2013 fiscal year.

The Governance Committeeis responsible for reviewing matters pertaining to the composition, organization, and practices of the Board. The Committee’s responsibilities, as set forth in its charter, include recommending

Corporate Governance Guidelines, recommending and overseeing the Code of Ethics and Business Conduct, a periodic evaluation of the Board in meeting its corporate governance responsibilities, a periodic evaluation of individual directors, and recommending to the full Board a slate of directors for consideration by the stockholders at the annual meeting and candidates to fill a new Board position or any vacancies on the Board as explained in greater detail above under “Questions and Answers about Communications, Governance, and Company Documents.” Each member of the Committee is independent under the listing standards of the ~~New York Stock Exchange.~~NYSE. The Committee held four meetings during the ~~2010~~2013 fiscal year.

Compensation Committee Interlocks and Insider Participation

The directors serving on the Compensation Committee of the Board during the fiscal year ended August 31, ~~2010~~2013 were Ray M. Robinson, Chairman, Peter C. Browning, Gordon D. Harnett, and Julia B. North. None of these individuals are or ever have been ~~our~~ officers or ~~employees.~~employees of the Company. During the ~~2010~~2013 fiscal year, none of our executive officers served as a director of any corporation for which any of these individuals served as an executive officer, and there were no other Compensation Committee interlocks with the companies with which these individuals or our other directors are affiliated.

COMPENSATION OF DIRECTORS

Non-Employee Directors

We provide each non-employee director with an annual director fee, which includes meeting fees for a specified number of Board and committee meetings. The program is designed to achieve the following goals:

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


	•	~~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.~~

~~Annual Director Fees~~

In fiscal 2010, each non-employee director received an annual director fee in the amount of $130,000, which included the meeting fees for the first five Board meetings and the first five meetings attended for each committee, and an additional fee of $5,000 for serving as chairman of a committee. Non-employee directors received $2,000 for each Board meeting attended in excess of five Board meetings per year and $1,500 for each committee meeting attended in excess of five committee meetings of each committee per year. Fifty percent of the ~~annual director fee, or $65,000, is required~~compensation should be simple, transparent, and easy for stockholders to ~~be deferred under the terms of the deferred compensation plan described below, and the remaining fees can be deferred at the election of the director.~~understand.

Directors who are employees receive no additional compensation for services as a director or as a member of a committee of our Board.

Director Compensation Program for Fiscal 2013

The ~~Board has not approved any changes to~~ non-employee director compensation program for fiscal ~~2011.~~

~~Deferred Compensation Plan~~

~~Non-employee directors are required to defer one-half of their~~year 2013 provides for an annual director fee in the amount of $180,000, which includes meeting fees for the first six Board meetings and ~~can elect to defer~~ the ~~remaining~~first six meetings attended for each committee, and an additional fee of $10,000 for serving as chairman of a committee. Non-employee directors receive $2,000 for each Board meeting attended in excess of six Board meetings per year and $1,500 for each committee meeting attended in excess of six committee meetings of each committee per year.

Approximately 45% of the annual director fee, or $80,000, is payable in cash. The cash portion of the annual director fee and any chairman or meeting fees may be deferred into the Deferred Compensation Plan described below. Approximately 55% of the annual director fee, or $100,000, is required to be deferred into deferred stock units in the Deferred Compensation Plan until the director exceeds the stock ownership requirement of five times the annual cash retainer fee (5 x $80,000, or $400,000). Once the stock ownership guideline has been met, non-employee directors may annually elect to receive this portion of the annual director fee in vested stock grants. Stock grants are issued pursuant to the Deferred Compensation Plan.

In addition, when Mr. Pileggi joined the board during fiscal year 2013, he received a stock grant with a value of $20,000 that vests pro rata over three years from the date of grant.

Deferred Compensation Plan

We maintain the Acuity Brands, Inc. 2011 Nonemployee Director Deferred Compensation Plan (the “Deferred Compensation Plan”), which was approved by stockholders in January 2012. Director fees deferred ~~compensation plan for~~by non-employee ~~directors. The deferred amounts can be~~directors are invested in deferred stock units to be paid in shares atfollowing retirement from the Board or credited to an interest-bearing account to be paid in cash atfollowing retirement from the Board. Dividend equivalents on deferred stock units are credited to the interest-bearing account.

In September 2012, the Compensation Committee approved an amendment to the Deferred Compensation Plan to provide for grants of vested stock in lieu of mandatory deferral for the non-cash component of the annual director fee if the director’s stock ownership exceeds the stock ownership requirement.

Stock Ownership Requirement

~~Each~~

In fiscal year 2013, each non-employee director ~~has been~~was subject to a stock ownership requirement that ~~requires~~required the director to attain ownership in ~~Acuity Brands~~our common stock valued at ~~two~~$400,000, equal to five times the ~~expected~~ annual ~~director fee.~~cash retainer fee of $80,000, within four years of joining our Board. For purposes

of the ownership requirement, deferred stock units and unvested restricted stock are counted toward the ownership requirement. Each of our non-employee directors that has been a member of our Board for at least four years meets these stock ownership guidelines. See “Beneficial Ownership of the Company’s Securities.”

Director Compensation Table for Fiscal ~~2010~~2013

The following table sets forth information concerning the fiscal ~~2010~~year 2013 compensation of our non-employee directors:

Fees Earned
Stock

or Paid in Cash
Awards
Total

Name ($)(1) ($)(2)(3) ($)(4)

Peter C. Browning $ 132,000 $ –0– $ 132,000
John L. Clendenin 132,000 –0– 132,000
George C. Guynn 133,500 –0– 133,500
Gordon D. Harnett 132,000 –0– 132,000
Robert F. McCullough 140,000 –0– 140,000
Julia B. North 132,000 –0– 132,000
Ray M. Robinson 138,500 –0– 138,500
Neil Williams 140,000 –0– 140,000


Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)(3)
Peter C. Browning	$	190,000	$	–0–	$	190,000
George C. Guynn		180,000		–0–		180,000
Gordon D. Harnett		180,000		–0–		180,000
Robert F. McCullough		190,000		–0–		190,000
Julia B. North		180,000		–0–		180,000
Dominic J. Pileggi		180,000		20,000		200,000
Ray M. Robinson		190,000		–0–		190,000
Norman H. Wesley		180,000		–0–		180,000


(1)		The ~~fees earned in 2010 were paid as follows:~~

Paid as Compensation Deferred

to Stock Units
Name $ # Paid in Cash

Peter C. Browning $ 65,000 1,671 $67,000
John L. Clendenin 132,000 3,403 –0–
George C. Guynn 65,000 1,671 68,500
Gordon D. Harnett 132,000 3,403 –0–
Robert F. McCullough 65,000 1,671 75,000
Julia B. North 67,000 1,732 65,000
Ray M. Robinson 65,000 1,671 73,500
Neil Williams 65,000 1,671 75,000


~~(2)~~		~~No stock awards were granted to non-employee directors during fiscal year 2010.~~

~~(3)~~		The aggregate number of outstanding stock awards at August 31, 2010 was 152 for Mr. Guynn and 393 for Mr. Harnett. The aggregate numbers of outstanding option awards at August 31, 2010 were 7,260 for Mr. Browning, 21,484 for Mr. Clendenin, 5,445 for Mr. McCullough, 5,445 for Ms. North, 7,568 for Mr. Robinson, and 11,198 for Mr. Williams. For fiscal year 2008 and 2009, respectively, the Company granted Mr. Guynn and Mr. Harnett restricted stock in connection with their initial appointment$80,000 payable to the ~~Board. Prior to January 2007, we granted~~director in cash along with any chairman or excess meeting fees may be at the ~~non-employee directors stock options for the purchase of 1,500 shares of common stock on the day~~election of the ~~annual meeting. The options vested after one year, are exercisable for ten years and expire at the earlier of ten years~~director, deferred into either stock units to be paid in shares following retirement from the ~~date of grant~~Board or ~~three years~~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. The fees earned in fiscal 2013 were paid as follows:


	Paid as Vested Stock Grants				Paid as Deferred Stock Units
Name	$		#		$		#		Paid in Cash
Peter C. Browning	$	–0–		–0–	$	100,000		1,382	$	90,000
George C. Guynn		75,000		991		25,000		392		80,000
Gordon D. Harnett		–0–		–0–		100,000		1,382		80,000
Robert F. McCullough		–0–		–0–		100,000		1,382		90,000
Julia B. North		75,000		991		25,000		392		80,000
Dominic J. Pileggi		–0–		–0–		100,000		1,382		80,000
Ray M. Robinson		75,000		991		25,000		392		90,000
Norman H. Wesley		–0–		–0–		100,000		1,382		80,000

(2)

On September 28, 2012, the date he joined our Board, Mr. Pileggi received a grant of 316 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 $63.29, and rounding down to the nearest whole share.

The aggregate number of outstanding stock awards at August 31, 2013 was 927 for each of Messrs. Browning, Guynn, Harnett, McCullough, and Robinson and Ms. North, 316 for Mr. Pileggi and 1,038 for Mr. Wesley. The aggregate number of outstanding option awards at August 31, 2013 was 3,630 for each of Messrs. Browning and McCullough and Ms. North, and 1,815 for Mr. Robinson.

Prior to January 2007, we granted the non-employee directors stock options for the purchase of 1,500 shares of common stock on the day of the annual meeting. The options vested after one year, are exercisable for ten years, and expire at the earlier of ten years from the date of grant or three years following retirement from the Board.

~~(4)~~(3)

The only perquisite received by directors is a ~~Company~~company match on charitable contributions. The maximum match in any fiscal year is $5,000 and ~~therefore,~~ is ~~not~~below the required ~~to be included in the table.~~reporting threshold.

BENEFICIAL OWNERSHIP OF THE COMPANY’S SECURITIES

The following table sets forth information concerning beneficial ownership of our common stock as of November ~~10, 2010,~~12, 2013, unless otherwise indicated, by each of the directors and nominees for director, by each of the named executive officers, by all directors and executive officers as a group, and by beneficial owners of more than five percent of our common stock.

Shares of Common
Percent
Share Units Held

Stock Beneficially
of Shares
in Company

Name
Owned(1)(2)(3) Outstanding(4) Plans(5)

Mark A. Black 74,696 * –0–
Peter C. Browning 6,445 * 18,063
John L. Clendenin 29,247 * 49,194
George C. Guynn 457 * 4,928
Gordon D. Harnett 1,590 * 7,543
Robert F. McCullough 6,445 * 15,257
Vernon J. Nagel 936,357 2.1 % –0–
Julia B. North 6,445 * 22,597
Jeremy M. Quick 72,126 * –0–
Richard K. Reece 217,077 * –0–
Ray M. Robinson 6,445 * 27,774
C. Dan Smith 20,106 * –0–
Neil Williams 20,361 * 23,550
All directors and executive officers as a group (13 persons) 1,397,797 3.2 % 168,906
Artisan Partners Holdings LP (6) 5,452,799 12.7 % N/A
FMR LLC (7) 5,001,694 11.6 % N/A
M&G Investment Management Ltd. (8) 3,287,363 7.6 % N/A
BlackRock, Inc. (9) 3,169,194 7.4 % N/A
T. Rowe Price Associates, Inc. (10) 2,732,350 6.3 % N/A

None of our executive officers holds any of our stock subject to pledge. Of our non-employee directors, only one holds a nominal amount of our stock subject to pledge.


Name	Shares of Common Stock Beneficially Owned(1)(2)(3)		Percent of Shares Outstanding(4)			Share Units Held in Company Plans(5)
Mark A. Black		22,276		*			–0–
Peter C. Browning		4,206		*			21,780
George C. Guynn		3,083		*			7,411
Gordon D. Harnett		2,981		*			11,260
Robert F. McCullough		4,206		*			18,974
Vernon J. Nagel		693,882		1.6	%		–0–
Julia B. North		6,256		*			25,116
Dominic J. Pileggi		316		*			1,626
Richard K. Reece		236,523		*			–0–
Ray M. Robinson (6)		3,626		*			30,257
Norman H. Wesley		8,225		*			3,717
All directors and executive officers as a group (11 persons)		985,580		2.3	%		120,141
T. Rowe Price Associates, Inc. (7)		6,284,547		14.6	%		N/A
BlackRock, Inc. (8)		3,071,423		7.1	%		N/A
The Vanguard Group (9)		2,302,123		5.3	%		N/A
Columbia Wanger Asset Management, LLC (10)		2,271,850		5.3	%		N/A

	*
*		Represents less than one percent 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 ~~10, 2010~~12, 2013 upon the exercise of employee and director stock options, as follows: Mr. ~~Black, 15,250 shares; Mr.~~ Browning, ~~5,445 shares; Mr. Clendenin, 19,361 shares; Mr. Guynn, 0 shares; Mr. Harnett, 0~~1,815 shares; Mr. McCullough, ~~5,445 shares;~~1,815 shares, Mr. Nagel, ~~698,988~~416,185 shares; Ms. North, ~~5,445 shares; Mr. Quick, 41,102~~3,630 shares; Mr. Reece, ~~118,256 shares; Mr. Robinson, 5,445 shares; Mr. Smith, 1,184 shares; Mr. Williams, 9,075~~128,437 shares; and all current directors and executive officers as a group, ~~924,996~~551,882 shares.


(3)		Includes time-vesting restricted shares granted under our Amended and Restated Acuity Brands, Inc. 2007 Long-Term Incentive Plan, portions of which vest in January ~~2011 and 2012, March 2011 and 2012, April 2011, 2012, and 2013, October 2011, 2012, 2013, and~~ 2014 and ~~November 2011.~~2015, September 2014 and 2015, and October 2014, 2015, 2016, and 2017. The executives have sole voting power over these restricted shares. Restricted shares are included for the following individuals: Mr. Black, ~~34,017~~22,276 shares; ~~Mr.~~Messrs. Browning, Guynn, ~~152 shares; Mr.~~ Harnett, ~~393~~McCullough and Robinson and Ms. North, 927 shares; Mr. Nagel, ~~110,070~~75,380 shares; Mr. ~~Quick, 16,519~~Pileggi, 210 shares; Mr. Reece, ~~53,647~~27,946 shares; Mr. ~~Smith, 11,344~~Wesley, 1,038 shares; and all current directors and executive officers as a group, ~~226,142~~132,412 shares.


(4)		Based on aggregate of ~~43,056,161~~43,036,134 shares of Acuity Brands common stock issued and outstanding as of November ~~10, 2010.~~14, 2013.


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


(6)	Mr. Robinson holds 1,000 of his shares subject to pledge.

(7)
This information is based on a Schedule 13G/A filed with the SEC by ~~Artisan Partners Holdings LP, 875 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202,~~T. Rowe Price Associates, Inc., 100 E. Pratt Street, Baltimore, Maryland 21202, on February 11, ~~2010~~2013 containing information as of December 31, ~~2009.~~2012.


~~(7)~~		~~This information is based on a Schedule 13G/A filed with the SEC by FMR LLC, 82 Devonshire Street, Boston, Massachusetts 02109, on April 12, 2010 containing information as of March 31, 2010.~~

(8)		This information is based on a Schedule 13G/A filed with the SEC by M & G Investment Management Ltd., Governor’s House, Laurence Pountney Hill, London, UK, EC4R 0HH, on February 4, 2010 containing information as of December 31, 2009.

~~(9)~~		This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc., 40 East ~~52nd~~52^nd Street, New York, New York 10022, on ~~January 20, 2010~~February 8, 2013 containing information as of December 31, ~~2009.~~2012.


~~(10)~~(9)		This information is based on a Schedule 13G/A ~~files~~filed with the SEC by ~~T. Rowe Price Associates, Inc.~~The Vanguard Group, 100 Vanguard Blvd., ~~100 East Pratt Street, Baltimore, Maryland 21202,~~Malvern, Pennsylvania 19355 on February ~~12, 2010~~22, 2013 containing information as of December 31, ~~2009.~~2012.

(10)

This information is based on a Schedule 13G filed with the SEC by Columbia Wanger Asset Management, LLC, 227 West Monroe Street, Suite 3000, Chicago, Illinois 60606 on February 14, 2013 containing information as of December 31, 2012.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Directors, officers, and persons who beneficially own more than 10% of our common stock are required by Section 16(a) of the Exchange Act to file reports of ownership and changes in ownership of our common stock with the SEC, the ~~New York Stock Exchange,~~NYSE, and us. All filings were timely induring fiscal ~~2010.~~

year 2013, except that, due to an administrative error by the Company, the Form 4 for Mr. Browning’s October 4, 2012 option exercise was filed late.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

There is no family relationship between any of our executive officers or directors, and there are no arrangements or understandings between any of our executive officers or directors and any other person pursuant to which any of them was elected an officer or director, other than arrangements or understandings with our directors or officers acting solely in their capacities as such. Generally, our executive officers are elected annually and serve at the pleasure of our Board.

We have transactions in the ordinary course of business with unaffiliated corporations and institutions, or their subsidiaries, for which certain of our non-employee directors serve as directors. None of our directors serve as executive officers of those companies.

Identifying possible related party transactions involves the following procedures in addition to the completion and review of the customary directors and officers questionnaires. We annually request each director to verify and update the following information:


	• —		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.

We compile a list of all such persons and ~~entities and it has been~~entities. The list is reviewed and updated ~~we distribute it~~and then distributed within the Company to identify potential transactions through comparison to ongoing transactions along with payment and receipt information. Transactions are compiled for each person and entity and reviewed for relevancy. Relevant information, if any, is presented to the Board to obtain approval or ratification of the transactions.

In addition, under our Code of Ethics and Business Conduct, all transactions involving a conflict of interest, including related party transactions, are generally prohibited. The Code of Ethics requires directors and employees to disclose in writing any beneficial interest they may have in any firm seeking to do business with us or any relationship with any person who might benefit from such a transaction. In certain limited circumstances, our ~~Audit~~Governance Committee may grant a written waiver for certain activities, relationships, or situations that would otherwise violate

the Code of Ethics, after the director or employee has disclosed in writing to the ~~Audit~~Governance Committee all relevant facts and information concerning the matter.

Pursuant to our Corporate Governance Guidelines and Statement of Responsibilities of Committees of the Board, the Governance Committee annually reviews the qualifications of directors, including any other public company boards on which each director serves. Directors must advise the Chairman of the Board prior to accepting membership on any other public company board.

Management also follows additional procedures to identify related party transactions. These procedures are not evidenced in writing, but are carried out annually at the direction of the Governance Committee in connection with evaluating directors and director nominees.

With respect to those companies having common non-employee directors with us, management believes the directors had no direct or indirect material interest in transactions in which we engaged with those companies during the fiscal year.

PROPOSALS REQUIRING YOUR VOTE

ITEM 1—ELECTION OF DIRECTORS

The Board is responsible for supervising the management of the Company. The Board has determined that all of its current members, except Vernon J. Nagel, the Chairman, President, and Chief Executive Officer, have no material relationship with the Company, and are therefore independent, based on the listing standards of the ~~New York Stock Exchange,~~NYSE, the categorical standards set forth in our Governance Guidelines (available on our website atwww.acuitybrands.comunder “Corporate Governance”), and a finding of no other material relationships.

The members of the Board are divided into three classes serving staggered three-year terms. Directors for each class are elected at the annual meeting of stockholders for the year in which the term for their class expires. OurBy-Laws provide that the number of directors constituting the Board shall be determined from time to time by the Board. Currently, the number of directors constituting the Board is fixed at nine.

The terms for three of our directors, Gordon D. Harnett, Robert F. McCullough, and ~~Neil Williams,~~Dominic J. Pileggi, expire at this annual meeting. Messrs. Harnett, McCullough, and ~~Williams~~Pileggi have been nominated for re-election at the annual meeting. If elected, ~~Messrs. Harnett, McCullough, and Williams~~they will hold office for three-year terms expiring at the annual meeting for fiscal year ~~2013~~2016 or until their successors are elected and qualified.

In addition, although John L. Clendenin’s term does not expire until the annual meeting for fiscal year 2011, Mr. Clendenin has decided to retire from the Board as of this annual meeting. To fill the vacancy created by Mr. Clendenin’s retirement, the Board has nominated Norman H. Wesley for election as a director for the class of directors whose term expires as the annual meeting for fiscal year 2011. He was identified as a candidate by a third party search firm and was nominated and vetted in accordance with our Corporate Governance Guidelines. Mr. Wesley will stand for election at the upcoming annual meeting. If elected, he will hold office until the annual meeting for fiscal year 2011 or until his successor is elected and qualified.

~~Our~~ Corporate Governance Guidelines provide that directors will not be nominated for election after their 72nd birthday and are expected to offer to resign as of the annual meeting following their 72nd birthday. The term of Mr. ~~Williams,~~Browning, who is 7472 years old, expires at ~~this~~the annual meeting for 2014. Pursuant to the Guidelines, and in advance of the annual meeting, Mr. Browning offered his resignation for consideration by the Board at its October 2013 meeting. After due consideration, the Board determined that it was in the best interests of the Company and its stockholders to ~~waive this provision of the Corporate Governance Guidelines~~allow Mr. Browning to ~~allow the Board~~continue to ~~nominate Mr. Williams as a director for election after~~serve beyond his 72nd birthday. ~~The Board determined, in its discretion, that the Company and the Board should continue to benefit from Mr. Williams’ leadership. The waiver was adopted in October 2010.~~

The persons named in the accompanying proxy, or their substitutes, will vote for the election of the nominees listed hereafter, except to the extent authority to vote for any or all of the nominees is withheld. No proposed nominee is being elected pursuant to any arrangement or understanding between the nominee and any other person or persons. All nominees have consented to stand for election at this meeting. If any of the nominees become unable or unwilling to serve, the persons named as proxies in the accompanying proxy, or their substitutes, shall have full discretion and authority to vote or refrain from voting for any substitute nominees in accordance with their judgment.

~~Three of the~~

The three director nominees listed below are currently directors of the Company. ~~One of the director nominees, Mr. Wesley, is not a current director of the Company. Following~~The following is a brief summary of each director nominee’s business experience and qualifications, other public company directorships held currently or in the last five years, and membership on the standing committees of the Board of the ~~Company, if applicable.~~

12Company.

Director Nominees for Terms Expiring at the ~~2013~~2016 Annual Meeting

GORDON D. HARNETT


	• ¡	67	70 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.~~, The Lubrizol Corporation,~~ (Non-executive Chairman) and PolyOne Corporation (Lead Director)

• ¡

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

• ¡

If elected, three-year term expires at the Annual Meeting for Fiscal Year ~~2013~~2016

ROBERT F. McCULLOUGH


	• ¡	68	71 years old

• ¡

Director since March 2003

• ¡

Former Chief Financial Officer of AMVESCAP PLC (now known as Invesco Ltd. ~~(formerly AMVESCAP PLC),~~) 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 ~~of Certified Public Accountants~~ and the Georgia Society of Certified Public Accountants

• ¡

Director: Primerica, Inc. and Schweitzer-Mauduit International, Inc.

• ¡

Previous Directorships: Comverge, Inc. and Mirant Corporation

• ¡

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

• ¡

If elected, three-year term expires at the Annual Meeting for Fiscal Year ~~2013~~2016

~~NEIL WILLIAMS~~DOMINIC J. PILEGGI


	• ¡	74	62 years old

• ¡

Director since ~~December 2001~~September 2012

• ¡

~~General Counsel~~

Chairman of ~~Invesco~~Thomas & Betts Corporation from 2006 to 2013; Thomas & Betts Corporation was acquired by ABB Ltd. ~~(formerly AMVESCAP PLC),~~in May 2012

Chief Executive Officer of Thomas & Betts from ~~October 1999~~January 2004 until his retirement in ~~December 2002~~2012; held other management positions at Thomas & Betts, including Chief Operating Officer (2003 to 2004) and President—Electrical Products (2000 to 2003)

• ¡

~~Partner with the law firm Alston & Bird LLP~~

Held senior executive positions at Casco Plastic, Inc., Jordan Telecommunications and ~~its predecessors~~Viasystems Group, Inc. from ~~1965~~1995 to ~~October 1999 and served as managing partner from 1984 to 1996~~2000

	• ¡	~~Vice Chairman and Trustee of The Duke Endowment, Charlotte, North Carolina~~
	•	~~Non-Executive Chairman and Director of Invesco Mortgage Capital, Inc.~~
	•	~~Previous Directorships: NDCHealth Corporation~~
	•	Former Chairman of the ~~Governance Committee and a member~~Board of Governors of the ~~Executive~~National Electrical Manufacturers Association

Director: Viasystems Group

Previous Directorships: Exide Corporation and Lubrizol Corporation

Member of the Audit and Governance Committees of the Board

	• ¡	Mr. Williams’ extensive experience as a practicing lawyer counseling companies on corporate finance and mergers and acquisitions transactions, expertise on governance issues, service on other public company boards, and management experience gained through managing an international law firm and as general counsel of a global business enterprise, qualify him to serve as a director of our Board
	•	~~If elected, three-year term expires at the Annual Meeting for Fiscal Year 2013~~

~~Director Nominee for Term Expiring at the 2011 Annual Meeting~~

~~NORMAN H. WESLEY~~


	•	~~60 years old~~
	•	~~Nominated for election as a Director to the Board to be effective at the Annual Meeting for Fiscal Year 2010~~
	•	Chairman of Fortune Brands, Inc. (“Fortune”) from December 1999 until 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: ACCO Brands Corporation, Fortune Brands, Inc., and Pactiv Corporation~~
	•	~~Previous Directorships: R.R. Donnelly & Sons Company~~
	•	Mr. ~~Wesley’s~~Pileggi’s operational, manufacturing, marketing and strategic expertise from his more than 20 years ofin the electrical products industry, including his experience as ~~a senior executive, including eight years of experience as Chairman and~~the Chief Executive Officer of a global public company servicing multinational ~~corporation with various brands serving multiple sales channels, as well as~~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

• ¡

If elected, ~~one-year~~three-year term expires at the Annual Meeting for Fiscal Year ~~2011~~2016

The Board of Directors recommends that you vote FOR the ~~four~~three director nominees.

Continuing Directors with Terms Expiring at the ~~2011~~2014 or ~~2012~~2015 Annual Meetings

The directors listed below will continue in office for the remainder of their terms in accordance with our By-Laws.

PETER C. BROWNING


	• ¡	69	72 years old

• ¡

Director since December 2001

• ¡

Managing Director of Peter Browning Partners Board Advisory Services since 2010

	¡		Lead Director of Nucor Corporation ~~since~~from 2006
	•	to 2013 and Non-executive Chairman of Nucor Corporation from September 2000 to 2006

• ¡

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: EnPro Industries, Inc., Lowe’s Companies, Inc., and Nucor Corporation

• ¡

Previous Directorships: Wachovia Corporation and The Phoenix Companies, Inc.

• ¡

~~Member~~

Lead Director, Chairman of the Governance Committee, and a member of the Compensation and ~~Governance~~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 service on other public company boards, and familiarity with issues facing the manufacturing industry gained from senior leadership positions and board service qualify him to serve as a director of our Board

• ¡

Term expires at the Annual Meeting for Fiscal Year ~~2011~~2014

GEORGE C. GUYNN


	• ¡	67	70 years old

• ¡

Director since March 2008

• ¡

President and Chief Executive Officer of the Federal Reserve Bank of Atlanta from 1995 ~~through~~to 2006 and Chief Operating Officer from 1983 ~~through~~to 2005

• ¡

Director: Genuine Parts Company and Oxford Industries, Inc.~~, and John Wieland Homes and Neighborhoods, Inc.~~

• ¡

Trustee: Ridgeworth Investments ~~and GenSpring Growth Capital~~

	• ¡	~~Advisory Board member of ING Americas~~
	•	Member of the Audit and Governance Committees of the Board

• ¡

Mr. Guynn’s significant financial and accounting knowledge, deep understanding of economic trends impacting the U.S. and global economy and our industry, experience with governmental relations and regulatory issues, and service on other public company boards, including extensive service on the audit committees of other public companies, qualify him to serve as a director of our Board

• ¡

Term expires at the Annual Meeting for Fiscal Year ~~2012~~2015

VERNON J. NAGEL


	• ¡	53	56 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

• ¡

Certified Public Accountant (inactive)

• ¡

Serves on the Governance Board of the National Electrical Manufacturers Association and the Board of the Industry Data Exchange Association

• ¡

Chairman of the Executive Committee of the Board

• ¡

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

• ¡

Term expires at the Annual Meeting for Fiscal Year ~~2012~~2015

JULIA B. NORTH


	• ¡	63	66 years old

• ¡

Director since June 2002

• ¡

President and Chief Executive Officer of VSI Enterprises, Inc.~~, a Georgia-based manufacturer of video conferencing systems,~~ from November 1997 to July 1999

• ¡

Held various positions at BellSouth Corporation from 1972 through October 1997, most recently as President, Consumer Services ~~presiding over BellSouth’s largest business unit~~

• ¡

Director: Community Health Systems, Inc. and ~~NTELOS Holding~~Lumos Networks Corp.

• ¡

Previous Directorships: Simtrol, Inc., Winn-Dixie Stores, Inc., ~~and~~ 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

• ¡

Term expires at the Annual Meeting for Fiscal Year ~~2012~~2015

RAY M. ROBINSON


	• ¡	62	65 years old

• ¡

Director since December 2001

• ¡

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

• ¡

~~Vice~~

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

• ¡

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

• ¡

Director: Aaron’s Inc., American Airlines, Avnet, Inc. (Lead Director), and Citizens Trust Bank (trading as Citizens Bancshares)~~, and RailAmerica, Inc.~~

• ¡

Previous Directorships: Choicepoint Inc., Mirant Corporation, and ~~Mirant Corporation~~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 Year ~~2011~~2014

16NORMAN H. WESLEY

63 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: ACCO Brands Corporation, Fortune Brands Home & Security, Inc., and Green Mountain Coffee Roasters, Inc. (Chairman)

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

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 Year 2014

ITEM 2—RATIFICATION OF THE APPOINTMENT OF THE

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At the annual meeting, a proposal will be presented to ratify the appointment of ~~Ernst & Young LLP (“~~E~~&Y”)~~&Y as the independent registered public accounting firm to audit our financial statements for the fiscal year ending August 31, ~~2011.~~2014. E&Y has performed this function for us since 2002. One or more representatives of E&Y are expected to be present at the annual meeting and will be afforded the opportunity to make a statement if they so desire and to respond to appropriate stockholder questions. Information regarding fees paid to E&Y during fiscal year ~~2010~~2013 and fiscal year 2012 is set out below in “Fees Billed by Independent Registered Public Accounting Firm.”

The Board of Directors recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee and the Board of Directors previously adopted a written charter to set forth the Audit Committee’s responsibilities. The charter is reviewed annually and amended as necessary to comply with new regulatory requirements. A copy of the Audit Committee charter, which is included in the Statement of Responsibilities of Committees of the Board, is available on the Company’s website atwww.acuitybrands.comunder the heading, “Corporate Governance.” The Audit Committee is comprised solely of independent directors, as such term is defined by the listing standards of the New York Stock Exchange.

The Committee held five meetings during fiscal year 2013.

The Company’s management has the primary responsibility for the financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. As required by the charter, the Audit Committee reviewed the Company’s audited financial statements and met with management ~~as well as with E&Y (with and without management present),~~ to ~~(1)~~ discuss the audited financial statements ~~(2) discuss their evaluations~~in the Company’s Annual Report on Form 10-K, including the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements.

The Audit Committee received from the independent registered public accounting firm the required written disclosures regarding its independence and the report regarding the results of its integrated audit. The Committee reviewed with the independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Committee under the rules adopted by the Public Company Accounting Oversight Board (United States) (“PCAOB”), the rules of the Securities and Exchange Commission, and other applicable regulations. In addition, the Committee has discussed with the independent registered public accounting firm the firm’s independence from Company management and the Company, including the matters in the letter from the firm required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and considered whether the non-audit services provided by them during fiscal 2013 were compatible with the independent registered public accounting firm’s independence.

The Committee also reviewed and discussed together with management and the independent registered public accounting firm the Company’s audited financial statements for the year ended August 31, 2013 and the results of management’s assessment of the effectiveness of the Company’s internal ~~controls~~control over financial reporting, ~~and (3) discuss~~including their knowledge of any fraud, whether or not material, that involved management or other employees who had a significant role in the Company’s internal ~~controls.~~

~~The Audit Committee received from E&Y the required written disclosures~~controls and the ~~letter from E&Y regarding~~independent registered public accounting firm’s audit of internal control over financial reporting.

The Committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for their ~~independence~~respective audits. The Committee meets with the internal auditors and the ~~report regarding~~independent registered public accounting firm, with and without management present, to discuss the results of their ~~integrated audit. In connection with its review~~examinations; their evaluations of the Company’s internal control, including internal control over financial ~~statements~~reporting; and the ~~auditors’ required communications and reports, the members~~overall quality of the ~~Audit Committee discussed with a representative of E&Y their independence, as well as the following:~~


	•	~~the auditors’ responsibilities in accordance with generally accepted auditing standards;~~
	•	~~the initial selection of, and whether there were any changes in, significant accounting policies or their application;~~
	•	~~all material alternative accounting treatments under U.S. Generally Accepted Accounting Principles;~~
	•	~~other information in documents containing audited financial statements;~~
	•	~~management’s significant judgments and accounting estimates;~~
	•	~~whether there were any significant audit adjustments;~~
	•	~~whether there were any disagreements with management;~~
	•	~~whether there was any consultation with other accountants;~~
	•	~~whether there were any major issues discussed with management prior to the auditors’ retention;~~
	•	~~whether the auditors encountered any difficulties in performing the audit; and~~
	•	~~the auditors’ judgments about the quality of the Company’s accounting policies.~~

Company’s financial reporting.

Based on its discussions with management and the Company’s independent registered public accounting firm referenced above, the Audit Committee did not become aware of any material misstatements or omissions in the audited financial statements. Accordingly, the Audit Committee recommended to the Board of Directors that the audited financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting be included in the Company’s Annual Report onForm 10-K for the fiscal year ended August 31, ~~2010~~2013 for filing with the SEC.

AUDIT COMMITTEE

Robert F. McCullough, Chairman

~~John L. Clendenin~~

George C. Guynn

~~Neil Williams~~

Dominic J. Pileggi

Norman H. Wesley

FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table sets forth the aggregate fees billed during the fiscal years ended August 31, ~~2010~~2013 and ~~2009:~~

2010 2009

Fees Billed:
Audit Fees $ 2,097,161 $ 1,897,331
Audit-Related Fees 98,000 98,609
Tax Fees 116,000 105,505

Total $ 2,311,161 $ 2,101,445

2012:


	2013		2012
Fees Billed:
Audit Fees	$	2,120,000	$	2,125,000
Audit-Related Fees		13,000		104,000
Tax Fees		375,000		177,000

Total	$	2,508,000	$	2,406,000

Audit Fees include fees for services rendered for the audit of our annual financial statements, ~~and~~ the review of the interim financial statements included in quarterly ~~reports.~~reports, and audit of statutory financial statements in certain foreign locations. Audit fees also include fees associated with rendering an opinion on our internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. ~~Audit fees in 2010 also include fees~~

Audit-Related Fees for ~~services rendered in connection with our debt offering.~~

~~Audit-Related Fees~~2012 include amounts billed to us primarily for the annual audits of our domestic defined contribution plans.

Audit-Related Fees for 2013 include amounts billed to us for procedures to provide a consent to incorporate our 2012 report by reference in our 2013 domestic defined contribution plans’ audited financial statements, the audit of which was completed by another independent registered public accounting firm.

Tax Fees include amounts billed to us primarily for international tax compliance in ~~2010~~fiscal years 2013 and ~~2009.~~

2012.

The Audit Committee has established policies and procedures for the approval and pre-approval of audit services and permitted non-audit services. The Audit Committee has the responsibility to engage and terminate our independent registered public accounting firm, to pre-approve the performance of all audit and permitted non-audit services provided to us by our independent registered public accounting firm in accordance with Section 10A of the Exchange Act, and to review with our independent registered public accounting firm their fees and plans for all ~~auditing~~ services. All fees paid to E&Y were pre-approved by the Audit Committee and there were no instances of waiver of approval requirements or guidelines.

The Audit Committee considered the provision of non-audit services by the independent registered public accounting firm and determined that provision of those services was compatible with maintaining auditor independence.

There were no “reportable events” as that term is described in Item 304(a)(1)(v) ofRegulation S-K.

EXECUTIVE OFFICERS

Executive officers are elected annually by the Board and serve at the discretion of the Board. Vernon J. Nagel serves as a Director and as an executive officer. His business experience is discussed above in “Item 1—Election of Directors—Continuing Directors with Terms Expiring at the ~~2011~~2014 or ~~2012~~2015 Annual Meetings.”

Other executive officers as of the date of ~~the~~this Proxy Statement are:

~~Name and Principal Business Affiliations~~

Name and Principal Business Affiliations

RICHARD K. REECE


	• ¡	54	57 years old

• ¡

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

• ¡

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

MARK A. BLACK


	• ¡	49	52 years old

• ¡

Executive Vice President of the Company since January 2013; Executive Vice President of Acuity Brands Lighting, Inc. since December 2007

• ¡

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

• ¡

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

	• ¡		President of CPM, Inc. from December 2000 ~~until~~to August 2003
	•	~~Vice President of Operations and Corporate Officer of WPT Inc. from May 1997 through January 2000~~

~~JEREMY M. QUICK~~


	•	~~52 years old~~
	•	~~Executive Vice President and Chief Financial Officer of Acuity Brands Lighting, Inc. since December 2004~~
	•	~~Executive Vice President, Operations Climate Controls of Invensys PLC from December 2002 through December 2004~~
	•	~~Vice President, Finance, Energy Services Division of Invensys PLC from 1998 through 2002~~
	•	~~Vice President, Finance, Oldcastle Glass Division of CRH PLC from 1995 through 1998~~
	•	~~Chartered Accountant (UK)~~

~~C. DAN SMITH~~


	•	~~45 years old~~
	•	~~Senior Vice President, Treasurer and Secretary of Acuity Brands, Inc. since January 2010~~
	•	~~Vice President, Treasurer and Secretary of Acuity Brands, Inc. from January 2008 until January 2010~~
	•	~~Vice President and Treasurer of Acuity Brands, Inc. from December 2001 until January 2008~~
	•	~~Assistant Treasurer of NSI from 1997 until November 2001~~
	•	~~Serves on the Board of the Jim H. McClung Lighting Research Foundation~~

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed with management the following Compensation Discussion and Analysis section of the Proxy Statement. Based on its review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in ~~the~~this Proxy Statement for fiscal ~~2010~~2013 for filing with the SEC.

~~The Compensation Committee~~

COMPENSATION COMMITTEE

Ray M. Robinson, Chairman

Peter C. Browning

Gordon D. Harnett

Julia B. North

COMPENSATION DISCUSSION AND ANALYSIS

This section of the proxy statement describes the material elements of the fiscal ~~2010~~2013 compensation program for the named executive officers ~~named~~listed in the Summary Compensation ~~Table, who are called the named executive officers.~~Table. We first provide ~~an executive summary.~~a highlight of key compensation considerations for fiscal 2013. We then give a business update ~~for fiscal 2010,~~ and describe in more detail our executive compensation philosophy, the overall objectives of our compensation program, and each element of compensation that we provide. ~~We also~~Finally, we describe the key factors the Compensation Committee considered in determining fiscal ~~2010~~2013 compensation for the named executive officers.

For fiscal ~~2010,~~2013, our named executive officers are:


	• —		Vernon J. Nagel, Chairman, President and Chief Executive ~~Officer of Acuity Brands, Inc.;~~Officer;

• —

Richard K. Reece, Executive Vice President and Chief Financial ~~Officer of Acuity Brands, Inc.;~~Officer; and

• —		Mark A. Black, Executive Vice President ~~of Acuity Brands Lighting, Inc.;~~
•	~~Jeremy M. Quick, Executive Vice President and Chief Financial Officer of Acuity Brands Lighting, Inc.; and~~
•	~~C. Dan Smith, Senior Vice President, Treasurer and Secretary of Acuity Brands, Inc.~~

~~Executive Summary~~Key Compensation Considerations for Fiscal 2013

Our named executive officers are compensated in a manner consistent with our strategy, competitive practice, sound compensation governance principles, and shareholder interests and concerns. The core of our executive compensation philosophy ~~continues to be to~~is “pay for ~~performance.”~~

~~Despite the challenges of the economy over the past few years, fiscal 2010 proved to be a solid year~~performance” for us financially. We exceeded our target objectives for adjusted earnings per share, adjusted operating profit, adjusted operating profit margin, and adjusted cash flow, the key performance measures under our annual and long-term incentive awards. upper-quartile performance.

In making compensation decisions, the Compensation Committee took into account ~~these~~the level of achievement of the financial performance measures (adjusted diluted earnings per share, adjusted consolidated operating profit margin and adjusted cash flow) as well as a number of other factors, including:


	• —		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 ~~introduction~~growth rate of ~~new, more energy-efficient~~our end markets, expanding our industry-leading portfolio of innovative products and ~~services, as well as investments~~solutions, enhancing our customer service and support capabilities, and streamlining operations to improve our efficiency that included the consolidation of our manufacturing footprint and the reduction in ~~areas representing growth potential, such as energy-efficient lighting luminaries, controls~~headcount through the realignment of responsibilities within various selling, distribution, and ~~solutions;~~administrative departments;

• —

Continued focus on leadership development and performance management processes; and

• —

Positive ~~results on total shareholder return (“TSR”) versus external benchmarks, e.g., 1, 3 and5-year~~ total shareholder returns ~~above~~(“TSR”) over the various 1, 3 and 5-year periods, as well as 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 ~~500, and 600 Indexes.~~Index.

When looking at our performance over the longer term, we have achieved a five-year annualized total return of 11%, compared to 2% for the S&P Midcap 400 Index and 1% for the Dow Jones U.S. Electrical Components & Equipment Index over the same period. In addition, we achieved a five-year compounded annualized growth rate in

Fiscal 2013 diluted earnings per share increased 8.5% over the prior year while adjusted diluted earnings per share, which excludes special charges for streamlining activities, temporary manufacturing inefficiencies, and expenses associated with the fraud at the freight payment and audit service firm formerly retained by the Company, increased 10.3% over the prior year.² The adjusted financial performance measures excluded special charges for streamlining activities net of realized savings, unbudgeted costs which related primarily to expenses associated with the fraud at the freight payment and audit service firm formerly retained by the Company, impact from ~~continuing operations~~fiscal 2013 acquisitions, and impact from a change in the United Kingdom (“U.K.”) corporate tax rate.

²	See page 22 of our form 10-K for fiscal 2013 for a reconciliation of adjusted diluted earnings per share for fiscal 2013 and 2012.

At August 31, 2013, the 1, 3, and 5-year annualized total returns on the Company’s common stock exceeded that of ~~27%.~~

each of its respective benchmark indexes as noted in the following table:


	Annualized Total Returns
	1-Year			3-Years			5-Years
Acuity Brands, Inc.		34.3	%		31.4	%		15.8	%
Dow Jones U.S. Electrical Components & Equipment Index		25.1	%		24.4	%		9.5	%
Dow Jones U.S. Building Materials & Fixtures Index		27.2	%		28.7	%		9.9	%
Standard & Poor’s Midcap 400 Index		23.7	%		19.7	%		9.4	%

Based on this comprehensive performance assessment, ~~and~~ combined with a review of the economic environment and competitive landscape, the Compensation Committee made the following key compensation decisions for our named executive ~~officers:~~

officers for fiscal 2013:


	• —	~~Base salaries for fiscal 2010 were increased for only two named executive officers to recognize the assumption of additional responsibilities, and no~~	Mr. Reece received a base salary increase to $425,000 from $412,000 and Mr. Black received a base salary increase to $400,000 from $380,000. The increases were ~~approved for~~based on market data and in recognition of strong company performance in fiscal ~~2011;~~2012.

• —

Annual cash incentive awards to named executive officers were paid at approximately ~~200%~~50% of target based on the fiscal ~~2010~~2013 performance goals previously approved by the Compensation Committee, adjusted for their individual performance ~~factor;~~factor.

• —

~~Long-term~~

Equity incentive awards (granted in October ~~2010~~2013 based upon fiscal ~~2010~~2013 performance) were approved at ~~approximately 130%~~107% of target and were granted in the form of two-thirds in restricted stock and one-third in stock options, ~~and two-thirds in restricted stock,~~ which the Committee believed offered a total ~~long-term~~ equity incentive opportunity


		aligned with shareholder interests with the appropriate balance of risk, long-term company stock price performance, and ~~retention; and~~retention.

	—
	•	~~A special equity award (granted~~ The Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan (“2002 SERP”) was amended in October ~~2010)~~2012 following a competitive assessment of executive retirement benefits which effectively increased participant benefits. Each of our named executive officers participates in the ~~form of one-third stock options~~2002 SERP. The amendments included (a) increasing the monthly benefit multiplier to 2.8% and ~~two-third restricted stock was made~~(b) revising the determination period for average cash compensation to ~~Mr. Reece, our Executive Vice President and Chief Financial Officer, to recognize his performance and contributions related to certain key strategic growth initiatives, particularly those associated~~be the average for the three highest consecutive year period during the participant’s service with ~~acquisition activities, in fiscal 2010.~~
	•	~~A special equity award (granted in October 2010) in~~ the form of one-third in stock options and two-thirds in restricted stock was made to Mr. Smith, our Treasurer and Secretary, in recognition of his promotion to Senior Vice President and assumption of additional job responsibilities in fiscal 2010.Company.

The Compensation Committee undertook its annual risk assessment of our compensation program for fiscal ~~2010.~~2013. The Committee concluded that the program does not encourage management to take excessive risks that may have a material impact on the Company, and that the program serves the stockholders’ best interests in our sustained long-term performance by including an appropriate balance of financial performance measures, extended vesting schedules, and significant stock ownership requirements.

The Compensation Committee considered the independence of its compensation consultant and determined that its consultant is independent and that no conflicts of interest were raised.
Our insider trading policy prohibits our employees, officers, and directors from hedging their ownership of Acuity Brands stock. None of our executive officers holds any of our stock subject to pledge.
Consideration of “Say on Pay” Voting Results
The Compensation Committee considered the results of the stockholder “say on pay” vote at our 2012 annual meeting in making compensation decisions for fiscal 2013. Because over 98% of votes cast for or against the proposal approved our compensation program as described in our 2012 proxy statement, the Compensation Committee believes that stockholders support our pay for performance policies. Therefore, the Compensation Committee continued to apply the same principles in determining the amounts and types of executive compensation for fiscal 2013.

Business Update

~~Market conditions remained challenging~~

In fiscal 2013, we continued to successfully execute our strategy to extend our leadership position in ~~fiscal 2010. New U.S. non-residential~~the North American lighting solutions market by providing our customers with differentiated value from our industry-leading portfolio of innovative products and solutions along with superior service. We believe our channel and product diversification, as well as our strategies to better serve customers with new, more innovative lighting solutions and the strength of our many sales forces have allowed us to outperform the markets we serve. Our solid growth is due in large part to our focused strategy to diversify our portfolio to be less reliant on new building construction ~~a primary~~and more focused on growing portions of the market, ~~for us, declined approximately 15% compared to~~including renovation and lighting control solutions that enhance the prior year due to weak economic conditions, including high unemployment, declining property values and restrictive credit standards for commercial and industrial development. Despite these challenges, fiscal 2010visual environment while optimizing energy usage.

Fiscal 2013 net sales ~~declined~~rose 8.0% to a ~~modest 2%~~record $2.1 billion. Operating profit for fiscal 2013 was $221.5 million compared with $208.0 million for the year-ago period. Net income for fiscal ~~2009. Factors contributing to our favorable performance as~~2013 was $127.4 million compared towith $116.3 million for fiscal 2012. Diluted earnings per share for fiscal 2013 and 2012 were $2.95 and $2.72, respectively. Excluding the ~~overall market include~~impact of special charges for streamlining activities, temporary manufacturing inefficiencies, and expenses associated with the ~~sales growth from acquisitions~~fraud at the freight payment and of certain product groups such as lighting control devices and more energy-efficient luminaries, expansion in certain geographies where selling representation was enhanced, and continued penetration in certain channels such as renovation and traditional distributor stock and flow.

~~For fiscal 2010, net sales were $1.63 billion. Consolidated~~audit service firm formerly retained by the Company, adjusted operating profit ~~margin, excluding~~was $246.5 million, or 11.8% of net sales, which is a 10 basis point improvement over the prior year.³ Excluding the impact of special ~~charge~~charges for streamlining activities, ~~($8.4 million), was 10.2%. Excluding the after-tax impact of the special charge ($5.5 million)~~temporary manufacturing inefficiencies, and ~~the after-tax cost~~expenses associated with ~~refinancing our bonds early ($6.8 million),~~the fraud at the freight payment and audit service firm formerly retained by the Company, adjusted ~~income from continuing operations was $91.3 million, or $2.08~~earnings per ~~diluted share.~~

Weshare increased to $3.31, a 10.3% increase over the prior year.³

In fiscal 2013, we generated ~~over $160~~$132.3 million in net cash ~~provided by~~from operating ~~activities. Cash~~activities and ~~cash equivalents at fiscal year end totaled $191 million, an increase of $172 million since the beginning of the fiscal year. For fiscal 2010, the Company generated $139~~$91.7 million in free cash flow (defined as net cash provided by operating activities ~~less~~minus purchases of property, plant, and equipment). ~~Fiscal 2010 is the sixth out~~Additionally, we ended fiscal 2013 with a cash balance of ~~the last seven years where we have generated more free cash flow than our net income. Additionally, during fiscal 2010, net proceeds from debt refinancing activities provided $109~~over $359.1 million, ~~partially offset by payments of $23~~while investing $40.6 million in capital expenditures and $25.5 million for acquisitions and ~~strategic investments, $23~~paying $22.4 million ~~for~~of dividends to ~~stockholders, and $36 million for stock repurchases. During the year, we repurchased over 1 million shares, or 2%, of our outstanding common stock.~~

stockholders.

On the strategic front, we accomplished a number of items in fiscal 2010. We introduced over 100 new products, consistent with our record setting pace in 2009. Accelerating the introduction of new, more energy efficient products and services has been a key contributor to our improved margins over the last few years and is one of the cornerstones of our growth strategy going forward.2013. We continued to focus on extending our ~~expansion into~~leadership position in North America, while diversifying our product portfolio and expanding our channels to market, making us less reliant on new markets, such as renovation, and increased our penetration of important channels, such as home improvement, which helped to offset some of the market decline in certain commercial and industrial markets. We made strides in enhancing product quality, improving delivery, and driving productivity throughout the company. We also strengthened our presence in the growing lighting controls market.construction. We continued to invest in ~~a number of~~ areas representing significant future growth potential, including ~~more~~the continued rapid introduction of innovative and energy-efficient luminaires and lighting ~~luminaires, controls~~control solutions and ~~software~~acquisitions of eldoLAB Holding B.V. and Adura Technologies, as well as the enhancement of our production, distribution, and customer service and support capabilities. In an effort to help fund these important investments, we completed streamlining activities to improve our efficiency that included the consolidation of our manufacturing footprint and the reduction in ~~extending our market presence in~~headcount through the ~~growing renovation sector.~~

realignment of responsibilities within various selling, distribution, and administrative departments.

Compensation Design and Philosophy

The executive compensation program is designed to:


	• —		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.

We compensate management and other key associates through a combination of base salary and variable incentive compensation, typically based on Company performance. To create a “pay for performance” environment, total compensation is comprised of a base salary, generally targeted to be at median (or lower, as in

³	See page 22 of our form 10-K for fiscal 2013 for a reconciliation of adjusted operating profit, adjusted operating profit margin, and adjusted diluted earnings per share for fiscal 2013 and 2012.

the case of Mr. Nagel), plus significant at-risk performance-based variable annual cash and ~~long-term~~equity incentive compensation. Our executive compensation program historically has been guided by the following principles, which are intended to support our “pay for performance” philosophy:


	• —		Total compensation programs 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 ~~short-term~~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.

Going beyond our senior management, we encourage a “pay for performance” philosophy for all of our salaried associates. Each year we put in place an incentive plan for these associates with performance goals that are structured similarly to those for our Annual Cash Incentive Plan.

Our compensation philosophy is consistent with and supportive of our long-term goals. We aspire to be athe premier ~~industrial~~lighting solutions company capable of consistently delivering long-term ~~upper quartile~~upper-quartile financial performance. We define ~~upper quartile~~upper-quartile performance using specific metrics, including:


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

• —

Operating profit ~~margins of at least 12%;~~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.

As we believe there should be a strong relationship between executive compensation and the creation of value for stockholders, we structure our incentive compensation arrangements to pay ~~upper quartile~~upper-quartile compensation for ~~upper quartile~~upper-quartile performance.

In implementing our compensation philosophy, we emphasize the significant amount of ~~risk~~“pay for performance” factored into the total direct compensation mix (base salary and annual cash and ~~long-term~~equity incentive awards) of our named executive officers with expectations for sustained long-term ~~upper quartile~~upper-quartile Company performance. ~~This places each~~Each executive officer’s total direct compensation opportunity is therefore subject to considerable leverage—~~medium~~median or lower fixed pay in the form of base salary ~~and~~coupled with a wide range of possible outcomes with respect to annual cash and ~~long-term~~equity incentive compensation driven by performance.

An example of this strategy is the compensation opportunity of our chief executive officer. Mr. Nagel’s base salary has remained at the same level since 2004, which is well down into the lowest quartile of the peer group described below. At the same time, Mr. Nagel’s annual ~~incentive target~~cash and ~~long-term~~equity incentive award ~~target~~targets are structured to provide an opportunity for him to earn ~~total short~~annual cash and ~~long-term~~equity-based compensation at the upper quartile of competitive compensation as compared to the peer group, if ~~targeted~~upper quartile levels of performance are achieved. Because we review our business plans annually and we have significant ownership requirements for our executives, we believe that we have an appropriate balance of incentives while limiting excessive risk taking.

Compensation Risk Analysis

Because performance-based incentives play a large role in our overall ~~executive compensation program, including our~~ executive compensation program, we believe that it is important to ensure that these incentives do not result in our executives taking actions that may conflict with our long-term best interests. The Compensation Committee considers risk in designing the compensation program with the goal of appropriately balancing ~~short-term~~annual incentives and long-term performance. We address this in several ~~ways.~~

ways:


	• —		The various financial performance measures that are set under our annual cash and equity incentive ~~plan and long-term incentive plan~~award plans are balanced and based upon budgeted levels that are reviewed and approved by the ~~board~~ 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 ~~long-term~~equity incentive plan 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 ~~Long-Term~~Equity Incentive Plan 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 below), we believe this encourages a long-term growth mentality among our executives and aligns their interests with those of our stockholders.

After reviewing with management the design of our compensation programs, the Compensation Committee concluded that our compensation program does not encourage management to take excessive risks and serves the stockholders’ best interests in our sustained long-term performance by including an appropriate balance of financial performance measures, extended vesting schedules, and significant stock ownership requirements.

Role of Compensation Consultant

Under its charter, the Compensation Committee is authorized to engage outside advisors at our expense. In fiscal ~~2010,~~2013, the Compensation Committee engaged the compensation consulting firm of Towers Perrin to advise the Committee regarding compensation of our executive officers, and other compensation-related matters such as benefit plans. Towers Perrin became Towers Watson in January 2010, and Pay Governance LLC ~~was spun-off from Towers Watson in July 2010. As of July 2010,~~(“Pay Governance”). Pay Governance ~~was the consultant engaged by the Compensation Committee.~~

provides no additional consulting services to us.

The Compensation Committee periodically approves an engagement letter that describes the duties to be performed by the consultant and the related costs. Under the terms of existing engagement letters, ~~Towers~~Pay Governance performed the following services for the Compensation Committee in fiscal ~~2010,~~2013, in addition to preparation for and attendance at meetings of the Compensation Committee:


	• —		Provided peer group and market pricing analysis for the chief executive ~~officer;~~officer and the other named executive officers;

	• —	~~Reviewed the draft proxy statement and provided drafting input and disclosure suggestions; and~~
	•	Throughout the year, provided the Compensation Committee with assistance and support on various issues, including updates related to evolving governance ~~trends.~~trends; and

—

Reviewed the draft proxy statement and provided drafting input and disclosure suggestions.

The chairman of the Compensation Committee may make additional requests of the compensation consultant during the year on behalf of the Committee.

During fiscal 2010, Towers provided additional consulting services to us, including ongoing investment advice and performance reporting for our domestic qualified defined benefit and defined contribution plans. A separate working group within Towers performed work on our employee benefits plans. During fiscal 2010,

In September 2013, the Compensation Committee ~~was regularly informed~~considered the independence of Pay Governance. The Compensation Committee requested and received a letter from Pay Governance addressing the consulting firm’s independence, including the following factors: (1) other services provided to us by the consultant; (2) fees paid by us as a percentage of the ~~additional~~ consulting ~~work performed~~firm’s total revenue; (3) policies or procedures maintained by ~~Towers outside~~ the ~~purview~~consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the ~~engagement letters,~~Compensation Committee; (5) any company stock owned by the individual consultants involved in the engagement; and ~~is regularly updated on~~(6) any business or personal relationships between our executive officers and the ~~corresponding fees paid to Towers. Fees billed by Towers during fiscal 2010 totaled $119,000, which included $39,000 for~~ consulting ~~services to~~firm or the individual consultants involved in the engagement. The Compensation Committee ~~for executive compensation matters~~reviewed these factors and ~~$80,000 for consulting services for investment advice~~concluded that the consultant is independent and ~~performance reporting for our domestic qualified defined benefit and defined contribution plans.~~

that the work of the consultant did not raise any conflict of interest.

~~Pay Governance provides no additional consulting services to us.~~

Market Data

The Compensation Committee annually compares the various elements of our executive compensation program with respect to the chief executive officer in order to evaluate compensation levels relative to that of the market and our competitors through the use of publicly available market surveys and total compensation studies

and long-term incentive compensation analyses. InFor fiscal ~~2010,~~2013, the Committee requested that ~~Towers~~Pay Governance perform this comparison, and ~~Towers~~Pay Governance provided compensation data for purposes of the chief executive officer’s compensation ~~review. The Compensation Committee performs similar comparisons~~review and for ~~our~~the other named executive ~~officers periodically, though it did not engage Towers to perform such a comparison for our other executive officers in fiscal 2010.~~

~~In each case, the total sample of survey participants was narrowed to include only those companies of comparable-size.~~

officers.

For purposes of analyzing ~~the chief~~named executive ~~officer’s~~officer compensation, at the request of the Compensation Committee, ~~Towers~~Pay Governance undertook a review of our peer group and presented to the Compensation Committee recommendations for certain changes to the peer group. Pay Governance compiled a list of recommended peer companies that would be a representative example of organizations of comparable size and business focus and that are representative of the companies with whom we compete for executive ~~talent. Towers~~talent, with a particular focus on ensuring industry-representative peers. Pay Governance developed a list of recommended peer companies based upon an assessment of each company’s industry, annual revenues, market capitalization, one-year and three-year levels of historical profitability, and one-year and three-year levels of historical total shareholder returns. The Compensation Committee reviewed the recommendations of the consultant and approved the list of peer companies.

The peer group is comprised of the following list of 1716 companies ~~comprising the peer group were selected to represent a diverse, general industry composite including consumer~~and includes primarily industrial machinery, electrical components and equipment, and building products ~~industrial manufacturing,and/or~~ ~~wholesale/retail trade~~ companies with size and financial characteristics generally comparable to ~~the Company:~~

us:


Actuant Corporation		~~MEMC Electronic Materials,~~Graco Inc.
AMETEK Inc.		~~Phillips-Van Heusen~~Hubbell Incorporated
A. O. Smith Corp.		Lincoln Electric Holdings, Inc.
Armstrong World Industries, Inc.		Regal Beloit Corporation
Belden Inc.		~~Ralcorp Holdings, Inc.~~
~~The Brinks Company~~		Roper Industries, Inc.
~~Columbia Sportswear Company~~Brady Corp.		Steelcase, Inc.
~~Cooper Industries, Ltd.~~		~~Thomas & Betts Corporation~~
~~Graco~~Carlisle Companies, Inc.		The Toro Company
~~Hubbell Incorporated~~EnerSys		~~Tupperware Brands Corporation~~
~~Lincoln Electric Holdings,~~Valmont Industries, Inc.

~~Two companies~~

One company that had been part of ~~the~~our peer group in fiscal 2009, AK Steel Holding Corporation and Western Digital Corporation, were removed from the 2010 peer group. Towers recommended and the Compensation Committee agreed that they were no longer an appropriate comparison in terms of industry and revenue.

In order to understand general compensation levels relative to the market and our competitors for our other executive officers, management engaged Hay Group to perform a similar compensation analysis for fiscal 2010. Management instructed Hay Group to use the same 17 peer companies approved by the Compensation Committee and described above for the analysis. The chief executive officer considers this market data in making compensation recommendations to the Compensation Committee with respect to the named executive officers (other than himself).

2012, Cooper Industries PLC, was eliminated as it was acquired during 2013.

General Compensation Levels

The total direct compensation opportunities offered to our executive officers have been designed to ensure that they have a strong relationship with the creation of long-term value for stockholders, are competitive with market practices, support our executive recruitment and retention objectives, and are internally equitable among executives. The annual cash and ~~long-term~~equity incentive portions of total direct compensation are designed to be performance-based and to provide compensation in excess of base salary only when performance goals are met. In addition, the Compensation Committee retains the discretion to make awards outside of these parameters if it determines that a discretionary award is appropriate based on various performance-related facts and circumstances for the fiscal year.

In determining total direct compensation opportunities, the Compensation Committee considers: compensation information and input, including market data, provided by its compensation consultant; the evaluation by the Board of Directors of the chief executive officer; and the chief executive officer’s performance review and recommendation for each other executive officer. The market data provides competitive compensation information for positions of comparable responsibilities with comparably-sized manufacturing companies that are representative of the companies with whom we compete for executive talent.

Weighting and Selection of Elements of Compensation

The Compensation Committee annually determines the mix and weightings of each of the compensation elements by considering the market compensation data as described above. Base salary is the only portion of

compensation that is assured. The more senior the executive within the Company, the greater the weight allocated to ~~bonus~~annual cash and ~~long-term~~equity incentive awards. This also furthers the appropriate risk balance in encouraging executives to consider our long-term performance. While the Compensation Committee has established a framework to assure that a significant portion of aggregate target total direct compensation is ~~at risk~~based on performance for senior executives, actual amounts earned depend on annual company performance as well as individual performance.

The Compensation Committee uses plan guidelines as well as its judgment and discretion in deciding the mix and value of ~~total long-term~~equity incentive compensation. Various types of equity awards, including restricted stock and stock options, are considered to motivate executives to act like stockholders and to focus on the long-term performance of the business. Restricted stock and stock options are designed to mirror stockholder interests and make executives sensitive to upside potential and stockholder gains, as well as to downside risk, because a change in the stock price affects overall compensation.

~~Long-term~~

Equity incentives historically have been designed as performance-based awards with payout determined by Company performance and subject to adjustment based on individual performance. However, the Compensation Committee retains discretion to make awards for achievement outside of the targets set forth in the incentive plan.

Elements of Executive Compensation

We typically structure our executive compensation program using the following compensation elements:


	• —		Base salary;

• —

~~Annual~~

Performance-based annual cash ~~incentives (such as annual bonus awards made under the Management Compensation and Incentive Plan, which we refer to as the Annual Incentive Plan);~~incentive awards;

• —

Performance-based ~~long-term incentives (such as the~~annual equity ~~awards made under our Long-Term Incentive Plan);~~incentive awards; and

	• —	~~Other long-term incentives; and~~
	•	Post-termination compensation ~~(such~~(retirement benefits as ~~retirement benefits and~~well as severance and change in control arrangements).

The compensation program also includes minimal perquisites and other personal benefits (primarily a charitable contribution ~~match in fiscal 2010 for Messrs. Nagel, Quick, and Smith)~~match). In addition, named executive officers generally participate in our health and welfare plans on the same basis as other full-time employees.

The objective for each element of compensation is described below.


Element of Compensation		Objective
~~Element of Compensation~~ Base Salary		~~Objective~~

~~Base Salary~~		• Provide a competitive level of secure cash compensation; and
		• Reward individual performance, level of experience, and responsibility.
Performance-Based Annual Cash Incentive Award		• Provide variable ~~pay~~cash compensation opportunity ~~for short-term performance;~~based on achievement of annual performance goals; and
		~~• Reward individual performance and Company or business unit performance.~~
~~Performance-Based Long-Term Incentive~~		~~• Provide variable pay opportunity for long-term performance;~~
		• Reward individual performance and overall ~~Company performance; and~~company performance.
Performance-Based Annual Equity Incentive Award		• ~~Align executives with interests~~Provide variable equity compensation opportunity based on achievement of ~~stockholders.~~annual performance goals;
~~Time Vested Long-Term Incentive~~		~~• Reward value added to the Company or business unit; and~~
		• Reward individual ~~performance.~~performance and overall company performance;
~~Post-termination Compensation~~		• Encourage and reward long-term appreciation of stockholder value;

Element of Compensation
Objective
• Encourage long-term retention through three-year and four-year vesting periods for awards; and
• Align interests of executives with those of stockholders.
Post-Termination Compensation
• Encourage long-term retention through pension benefits; and

• Provide a measure of security against possible employment loss, through a change in control or severance agreement, in order to encourage the executive to act in the best interests of the Company and stockholders.

Base Salary

The Compensation Committee sets base salary to be competitive with the general market. The base salary is designed to attract talented executives and provide a secure base of cash compensation. Salary adjustments may be made annually as merited or on promotion to a position of increased responsibility. The base salaries of executives generally are set near or below the 50th ~~percentile.~~percentile, although it is set much lower in the case of Mr. Nagel, as described below. For the ~~chief~~named executive ~~officer,~~officers, the Compensation Committee considers the peer group data described above in determining market levels. For the other executive officers, the Compensation Committee considers the market data provided by Hay Group as well as other publicly-available third-party general survey data to determine market levels.

In accordance with our ~~“pay~~pay for ~~performance”~~performance philosophy, Mr. Nagel’s salary of $600,000 is in the bottom quartile of the peer group and has not been increased since 2004. ~~With respect to the other named executive officers, in October 2009 the chief executive officer recommended and the Compensation Committee approved~~For fiscal 2013, Mr. Reece received a base salary ~~increases for fiscal 2010, effective November 1, 2009, as follows: Mr. Black’s salary was increased~~increase to ~~$380,000~~$425,000 from $320,000 and Mr. Smith’s salary was increased to $225,000 from $205,000. In light of the current economic environment at that time, increases were approved only to recognize the assumption of additional responsibilities. Mr. Reece’s salary remained at $412,000 and Mr. ~~Quick’s salary remained at $320,000. In October 2010, the chief executive officer recommended and the Compensation Committee approved no~~Black received a base salary increase to $400,000 from $380,000. The increases were based on market data and in recognition of strong company performance in fiscal 2012.

Incentive Compensation Programs

As part of our “pay for ~~the~~performance” philosophy, a substantial portion of our named executive ~~officers~~officers’ total compensation opportunity is provided in the form of annual incentive awards consisting of two performance-based elements: cash and equity.

—

Annual cash incentive awards are earned only if we achieve specific annual company 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.

Each of these incentive compensation programs, including the specific company performance goals for each program for fiscal ~~2011.~~

2013, is described in more detail below.

Annual Cash Incentive Awards

Performance-based annual cash incentive compensation is a key component of our executive compensation strategy. This element is designed to be a significant ~~at-risk~~performance-based component of overall compensation. Annual cash incentive awards are made under the Acuity Brands, Inc. ~~2007~~2012 Management ~~Compensation and~~Cash Incentive Plan (the “Annual Cash Incentive Plan”), which was approved by ~~Acuity Brands’~~ stockholders at the January ~~2008~~2013 annual meeting. The Annual Cash Incentive Plan is designed to motivate executive officers to attain specific ~~short-term~~annual performance objectives that, in turn, further our long-term objectives.

At the start of a fiscal year, an individual annual cash incentive target, stated as a percentage of base salary, is determined for each participant. Measures of ~~Company and business unit~~company financial performance for the fiscal year

are also determined. The actual award earned is based on the results of our financial performance for the fiscal year. ~~In addition, for Messrs. Nagel, Reece and Black, the~~The actual award earned is then subject to the application of negative discretion by the Compensation Committee. The Committee takes into account individual performance for the fiscal year in applying the negative discretion. ~~The award, if earned, is paid in cash.~~

Financial Performance—General

~~Generally, at~~

At the beginning of the fiscal year, the Compensation Committee selects the annual financial performance measures and sets the annual financial performance goals at the threshold, target, and maximum levels, which determine payouts. Approximately 800 salaried associates participate in the Annual Cash Incentive Plan. For most participants, achieving target financial performance would yield an award of 100% of the target amount set at the beginning of the year, excluding any individual performance factor. However, for ~~Messrs. Nagel, Reece and Black,~~the named executive officers, achieving target financial performance would yield an award of 200% of the target amount, which is then subject to the application of negative discretion by the Compensation Committee. The target and maximum levels are structured this way for certain senior executives to comply with the requirements of Section 162(m) of the Code (see “Tax Deductibility Policy” below).

Actual financial performance for the fiscal year determines the total amount of dollars available for the incentive pool for annual cash incentive awards to all eligible employees, including the named executive officers. Financial performance percentages are interpolated for performance falling between stated performance measures.

When deciding what company financial measures to use at the start of a fiscal year and the threshold, target and maximum levels of achievement of those measures, the Compensation Committee carefully considers the state of our business, including the prevailing economic environment, and what financial measures are most likely to focus the participants, including the named executive officers, on making decisions that deliver annual results aligned with long-term goals. The Compensation Committee considers management’s recommendations regarding the appropriate financial measures and the annual improvement targets for such measures. The financial measures are chosen from an array of possible financial measures included in the Annual Cash Incentive Plan.

Financial performance is measured separately for Acuity Brands as a whole and for our business unit, though the Committee considers overall alignment of performance goals to ensure associates are focused on and rewarded for achieving desired results. Depending on the named executive officer’s responsibilities, the calculation of his annual incentive award is measured and determined based on Company-wide performance or business unit performance, as appropriate for that named executive officer.

Fiscal ~~2010~~2013 Financial Performance Measures and Weighting

The performance measures and weighting for fiscal ~~2010~~2013 awards were established by the Compensation Committee and ratified by the Board of Directors early in fiscal ~~2010,~~2013, based on ~~our expectations~~long-term upper quartile performance measures for ~~the fiscal year.~~mid-to-large cap companies. These performance measures and weightings are consistent with those selected by the Compensation Committee for fiscal ~~2009.~~

Company Performance Weighting Business Unit Performance Weighting

Adjusted diluted earnings per share 34 % Adjusted operating profit 34 %
Adjusted consolidated operating profit margin 33 % Adjusted operating profit margin 33 %
Adjusted cash flow 33 % Adjusted cash flow 33 %

~~For Company performance, adjusted~~2012.


Performance Measure		Weighting
Adjusted diluted earnings per share		34%

Adjusted consolidated operating profit margin		33%

Adjusted cash flow		33%

Performance measures are calculated as follows:

—

Adjusted diluted earnings per share is computed by dividing net income available to common shareholders 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 foreign currency fluctuations, and adjusted as described below.

Each of the performance measures are adjusted to exclude the impact of: ~~(a) capital market pre-financingand/or~~ ~~early pay-off of the $200 million public notes due in 2010; (b) special charges associated with~~(i) streamlining efforts and asset impairments; (c) the adoption of ASC Topic 260, Earnings Per Share, which provided guidance on how to allocate earnings to participating securities and compute earnings per share using the two-class method; and (d) the distortive effect of acquisitions. Adjusted consolidated operating profit margin is calculated as operating profit divided by net sales and adjusted to exclude the impact of special charges associated with streamliningactivities efforts and asset impairments, ~~and the~~(ii) distortive effect of ~~acquisitions. Adjusted cash flow is calculated as cash flow from operations, less capital expenditures, plus cash received on sale of property, plus or minus cash flow from~~acquisitions, (iii) significant changes in foreign currency, ~~fluctuations,~~(iv) changes in tax law or rate, and ~~excluding cash used for acquisitions. For business unit~~(v) any other unusual, nonrecurring cost, expense, gain or loss that is separately identified and quantified in the our financial statements or in management’s discussion and analysis of financial performance adjusted operating profit excludes the impact of special charges associated with streamlining efforts and asset impairments and the distortive effect of acquisitions. Adjusted operating profit margin is calculated as adjusted operating profit divided

appearing in our Annual Report on Form 10-K.

by net sales. Adjusted cash flow is calculated as cash flow from operations, less capital expenditures, plus cash received on sale of property, plus or minus cash flow from foreign currency fluctuations, and excluding cash used for acquisitions.

Individual Performance

Performance of individual participants in the Annual Cash Incentive Plan, including the named executive officers, is evaluated after the end of the fiscal year by (1) comparing actual performance to daily job responsibilities and pre-established individual objectives consistent with overall company objectives and (2) considering, on a qualitative basis, whether the individual’s performance reflects our corporate values and business philosophies, such as continuous improvement.

by:

—

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.

The individual objectives for Mr. Nagel were set with the approval of the Compensation Committee. The individual objectives for the other named executive officers were set after individual discussion with the chief executive officer. ~~The individual objectives established for the named executive officers~~They include objectives that are common across all executives, and objectives specific to each individual’s role at our company. For example, an individual objective common for all of the named executive officers included the further development and implementation of continuous improvement (or “Lean”) processes and culture within the Company. At the end of the fiscal year, each participant, including ~~the~~each named executive ~~officers,~~officer, is given an individual performance management process (“PMP”) rating (a ~~PMP Rating)~~“PMP Rating”), which is translated to a PMP Payout Percentage.

The maximum PMP Payout Percentage that can be earned by participants in the plan is 140%. At the end of the fiscal year, the Compensation Committee or the Board, as applicable, selects the precise payout percentage within the range based on factors such as level of responsibility and impact on our performance, with calibrations made across comparable positions to achieve consistency of the percentages selected.

The table below sets forth the PMP Ratings and the possible PMP Payout Percentages for all participants for fiscal ~~2010.~~

Range of PMP Payout
Percentage
PMP Rating
Minimum Maximum

Exceptional 110 % 140 %
Superior 85 % 125 %
Commendable 70 % 110 %
Fair 0 % 70 %
Unacceptable 0 % 0 %

2013.


	Range of PMP Payout Percentage
PMP Rating	Minimum			Maximum
Exceptional		110	%		140	%
Superior		85	%		125	%
Commendable		70	%		110	%
Fair		0	%		70	%
Unacceptable		0	%		0	%

Determination of Award

The level of financial performance is determined after the end of the fiscal year based on actual ~~business~~company results compared to the financial measures set at the beginning of the fiscal year. In addition, the chief executive officer reports to the Compensation Committee summarizing the individual performance goals and achievements of the named executive officers, including himself. The Compensation Committee considers his report in determining the awards. Under the ~~plan,~~Annual Cash Incentive Plan, the amount of each actual annual cash incentive award, including the awards to the named executive officers, would be determined as follows:

Base Salary x (Annual Cash Incentive Target % x Financial Performance Payout %) x PMP Payout %

The Annual Cash Incentive Target Percentage, representing the percentage of base salary used in the determination of the award, is set by the Compensation Committee for each of the named executive officers. For fiscal ~~2010,~~2013, they were as follows: Mr. Nagel—~~150%~~200%; Mr. Reece—~~65%; Mr. Black—65%; Mr. Quick—55%~~80%; and Mr. ~~Smith—40%~~Black—80%.

The target percentage represented an increase from 150% for Mr. Nagel in fiscal 2012 and from 65% for Messrs. Reece and Black in fiscal 2012. The increases were based on a review of market data and in recognition of our outstanding fiscal 2012 performance.

The Financial Performance Payout Percentage at target is 100% for most participants in the Annual Cash Incentive Plan. For ~~Messrs. Nagel, Reece and Black,~~the named executive officers, the Financial Performance Payout Percentage at target is 200%. The greater percentage is designed to facilitate the Compensation Committee’s application of negative discretion as it considers appropriate in accordance with the provisions of Section 162(m) of the Code.

For example, for Mr. Nagel the calculation for his annual cash incentive award, assuming that ~~Company~~company performance was at target and that he received an actual PMP Rating of ~~“commendable”~~“superior” equivalent to a PMP Payout Percentage of 100%, would be as follows:

$600,000 x ~~(150%~~(200% x 200%) x 100% = ~~$1,800,000~~

$2,400,000

The Compensation Committee then determines the final award by applying negative discretion as it considers appropriate in accordance with the requirements of Section 162(m) of the Code.

Fiscal ~~2010~~2013 Annual Cash Incentive Award

The following table outlines the fiscal 2010 performance measures, the weighting for each performance measure and the threshold, target, maximum, and actual 2010 performance levels, as determined by the

Our Compensation Committee. In accordance with our philosophy, the performance measures at the target level were set at a level approximately equal to the 75th percentile of longer-term financial performance for public companies in the S&P 500 and S&P 600 indexes.

~~The~~Committee sets performance levels at threshold, target, and maximum ~~were derived from our~~based on annual growth data that correlate to the long-term financial performance ~~targets, which are~~of mid-to-large cap companies. The “target” performance level set under the plan required that the annual growth in ~~the upper quartile of~~our financial performance ~~for industrial~~be at the 50^th percentile level as historically demonstrated by mid-to-large cap companies ~~and therefore differed~~with the objective of providing target total compensation at the industry median-level. Awards in excess of target were designed to correspond with levels of growth demonstrated by mid-to-large cap companies. In order to achieve upper-quartile total compensation, annual growth in our financial performance should be consistent with upper-quartile levels of growth demonstrated by mid-to-large cap companies. These performance levels differ from our annual operating plan. For example, the target level of performance set under the 2013 Annual Cash Incentive Plan was lower than our fiscal 2013 annual operating ~~plan targets for fiscal 2010.~~plan. The maximum award is designed to reward only exceptional performance.

Actual

Performance Objectives Performance

($ millions, except earnings per share)
Weighting Threshold Target Maximum Fiscal 2010

Company Performance (1)

Adjusted diluted earnings per share (from continuing operations) 34 % $ 1.53 $ 1.73 $ 2.38 $ 2.08
Adjusted consolidated operating profit margin 33 % 9.1 % 9.7 % 11.3 % 10.2 %
Adjusted cash flow 33 % $ 74 $ 82 $ 110 $ 139
Business Unit Performance (2)

Adjusted operating profit 34 % $ 148 $ 163 $ 212 $ 187
Adjusted operating profit margin 33 % 10.3 % 10.9 % 12.5 % 11.5 %
Adjusted cash flow 33 % $ 148 $ 163 $ 212 $ 210


($ millions, except earnings per share)	Weighting			Performance Objectives									Fiscal 2013 Performance(1)
($ millions, except earnings per share)	Weighting			Threshold			Target			Maximum			Fiscal 2013 Performance(1)
Performance Measures (2)
Adjusted diluted earnings per share (from continuing operations)		34	%	$	2.91		$	3.19		$	3.94		$	3.22
Adjusted consolidated operating profit margin		33	%		11.5	%		11.8	%		12.6	%		11.5	%
Adjusted cash flow		33	%	$	132		$	144		$	176		$	113


(1)	The adjusted financial information that we use to determine performance under our incentive plans differs from the adjusted financial information that we report in our financial statements, as we adjust (add or subtract) for various items that may or may not be included in the adjusted financial information that we report in our financial statements. For fiscal 2013, performance results were adjusted for the exclusion of special charges for streamlining activities net of realized savings, unbudgeted expense associated with the fraud at the freight payment and audit service firm formerly retained by the Company, distortive impact from fiscal 2013 acquired businesses, and impact from change in the U.K. corporate tax rate. We did not adjust for the temporary manufacturing inefficiencies associated with the closing of the Cochran production facility.

(2)	~~Under which the fiscal 2010 annual incentive awards were determined for Messrs. Nagel, Reece and Smith.~~ As expected, the Compensation Committee exercised negative discretion in determining the final fiscal ~~2010~~2013 awards for ~~Messrs. Nagel and Reece.~~

~~(2)~~		~~Under which~~ the fiscal 2010 annual incentive awards were determined for Messrs. Black and Quick. As expected, the Compensation Committee exercised negative discretion in determining the final fiscal 2010 award for Mr. Black.named executive officers.

In October ~~2010,~~2013, based on the Compensation Committee’s certification of performance with respect to fiscal ~~2010~~2013 annual cash incentive targets using information prepared by the company’s finance department, the Board approved the Compensation Committee’s recommendations with respect to fiscal ~~2010~~2013 annual cash incentives for the named executive officers. The named executive officers earned awards at approximately 50% of target. The following table outlines the threshold, target, maximum, and actual ~~2010~~2013 awards earned under the Annual Cash Incentive Plan for each of the named executive officers for fiscal ~~2010~~2013 as a dollar amount (in thousands).

Annual
Actual 2010 Annual

($ in thousands)
Incentive
Incentive Award

Named Executive Officer
Target % Threshold ($) Target ($) Maximum ($) Earned ($)

Vernon J. Nagel 150 0 1,800 4,000 (1) 2,200 (2)
Richard K. Reece 65 0 536 2,250 700 (2)
Mark A. Black 65 0 494 2,075 500 (2)
Jeremy M. Quick 55 0 176 739 300
C. Dan Smith 40 0 90 378 200


($ in thousands) Named Executive Officer	Annual Incentive Target %		Threshold ($)		Target ($)		Maximum ($)			Actual 2013 Annual Incentive Award Earned ($)(2)
Vernon J. Nagel		200		0		2,400		6,000	(1)		1,000
Richard K. Reece		80		0		680		2,856			325
Mark A. Black		80		0		640		2,688			350


(1)		The maximum award for Mr. Nagel ~~was~~is capped by the Annual Cash Incentive Plan’s limit of a ~~$4.0~~$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.

Based on the achievement of Company ~~or business unit~~ performance measures ~~as appropriate,~~ and their PMP ~~ratings,~~Ratings, Messrs. Nagel, Reece, and Black were eligible to receive annual cash incentive awards of ~~$4,000,000, $1,400,000~~$1,656,500, $419,100 and ~~$1,000,000,~~$394,400, respectively. As expected, the Compensation Committee exercised negative discretion to reduce the amount of the awards as shown in the table above.

As part of our overall “pay for performance” philosophy, we maintain an annual discretionary incentive plan covering all salaried associates who are not eligible to participate in the Annual Cash Incentive Plan. The incentive plan is designed to reward growth and operating profit. Based on the achievement of ~~business unit~~company performance measures, an earned payout was attained in the amount of approximately 4%2.4% of annual base compensation for all salaried associates not eligible to participate in the Annual Cash Incentive Plan.

~~Long-Term Incentives~~Annual Equity Incentive Awards

A substantial portion of the total direct compensation of our named executive officers is delivered in the form of ~~long-term~~annual equity awards, including restricted stock and stock options. Equity incentive awards are generally granted on an annual basis and are allocated based on the achievement of ~~Company-wide~~an annual company financial ~~targets~~target and individual performance ratings. ~~Awards are~~

Since 2008, awards have been made under the Amended and Restated Acuity Brands, Inc. 2007 Long-Term Incentive Plan ~~(the “LTIP”~~(“2007 Plan”), which was approved by stockholders at the January 2008 annual meeting.

At the January 2013 annual meeting, stockholders approved the Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan (the “Equity Incentive Plan,” “EIP,” or “2012 Plan”) to replace the 2007 Plan. Fiscal 2012 equity awards were made under the 2007 Plan. Beginning in fiscal 2013, awards are made under the 2012 Plan.

The purpose of the ~~LTIP~~EIP is to enable executive officers and other eligible associates to accumulate capital through future managerial performance, which the Compensation Committee believes contributes to the future success of our Company. The ~~LTIP~~EIP creates a pool of equity available for annual grants to all eligible associates, including the named executive officers. In fiscal ~~2010,~~2013, there were approximately 200 eligible participants in the ~~LTIP.~~EIP. The Compensation Committee believes that awards under the ~~LTIP~~EIP promote a long-term focus on our profitability due to the multi-year vesting period under the plan.

At the beginning of each year, the Compensation Committee selects performance criteria, upon which awards under the ~~LTIP~~EIP are based, from the range of performance measures contained in the ~~LTIP.~~EIP. Specific performance goals for the fiscal year are set by the Compensation Committee.

Target awards are determined as a percentage of each executive officer’s salary. For most participants in the ~~LTIP,~~EIP, achieving target ~~Company~~company financial performance yields an award of 100% of the target award for the participant, excluding any individual performance factor. For ~~Messrs. Nagel, Reece and Black,~~the named executive officers, achieving target ~~Company~~company performance yields an award of 200% of the target award. The greater percentage for these named executive officers is designed to facilitate the Compensation Committee’s application of negative discretion as it considers appropriate in accordance with the provisions of Section 162(m) of the Code.

The total ~~long-term~~equity incentive award payments to all eligible employees under the EIP cannot exceed 8% of adjusted consolidated operating profit before expenses associated with the ~~LTIP.~~

EIP.

Final awards for each participant are determined by comparing actual ~~Company~~company performance against the established performance criteria for the year. Final awards also take into account each individual’s PMP Rating. Individual performance is evaluated in the same manner as under the Annual Cash Incentive Plan, except that the payout factor is as follows:


PMP Rating
~~PMP Rating~~		PMP Payout Percentage

~~Outstanding~~ Exceptional		Up to 150%
~~Above Standard~~ Superior		Up to 125%
~~Standard~~ Commendable		Up to 100%
Below Standard		0%

The Compensation Committee selects the precise payout percentage within the range based on factors such as level of responsibility and impact on our performance with calibrations made across comparable positions to achieve consistency of the percentages selected.

The dollar amount of each actual ~~LTIP~~EIP award, including the named executive officers, is determined as follows:

Base Salary x ~~(LTIP~~(Individual EIP Target % x Financial Performance Payout %) x PMP Payout %

The Individual EIP Target Percentage, representing the percentage of base salary used in the determination of the award, is set by the Compensation Committee for each of the named executive officers. For fiscal 2013, they were as follows: Mr. Nagel—300%; Mr. Reece—150%; and Mr. Black—150%. The target percentage represented an increase from 135% for Mr. Black in fiscal 2012. The increase was based on a review of market data.

The Compensation Committee, in its discretion and taking into account the recommendations of the chief executive officer, may increase or decrease awards under the ~~LTIP and may approve the payment of awards where performance would otherwise not meet the minimum criteria set for payment of awards.~~

~~Each year, if~~EIP.

If an award is earned under the ~~LTIP,~~EIP for the year, the Compensation Committee determines the combination of restricted stock and stock options into which the final dollar denominated ~~LTIP~~EIP awards are converted to achieve the appropriate blend of (a) stockholder alignment, (b) compensation risk, (c) focus on long-term stock price appreciation, (d) executive retention, (e) cost effectiveness, and (f) efficient share utilization. ~~Restricted~~Under the 2012 Plan, restricted stock generally vests over a four-year ~~period. Dividends~~period; dividends accrue on the restricted stock but are not paid until the underlying restricted stock vests. For restricted stock issued under prior plans, dividends were paid on ~~the~~unvested restricted stock. Stock options have an exercise price equal to the closing price on the date of grant and generally vest over a three-year period.

Fiscal ~~2010 LTIP~~2013 Equity Incentive Awards

~~For fiscal 2010,~~

Consistent with prior years, the Compensation Committee determined that the performance criterion for ~~LTIP~~equity incentive awards for fiscal 2013 was ~~adjusted~~diluted earnings per share, ~~from continuing operations which excluded~~adjusted for the impact ~~of: (1) any capital market pre-financingand/or~~ ~~early pay-off~~ of ~~the $200 million public notes due~~unusual items as described below in 2010; (2) special charges associated with streamlining efforts and asset impairments; (3) the adoption of ASC Topic 260, Earnings Per Share, which provided guidance on how to allocate earnings to participating securities and compute earnings per share using the two-class method; and (4) the distortive effect of acquisitions.further detail. The target ~~earnings per share~~ was ~~$1.80,~~$3.15, with a threshold of ~~$1.40~~$2.64 and a maximum of ~~$2.00. The~~$3.70.

For most participants, the award formula payout percentage is 0% for threshold performance, 100% for target performance and 150% for maximum performance. For ~~Messrs. Nagel, Reece and Black,~~the named executive officers, the award formula payout percentage is 0% for threshold performance, 200% for target performance, and 300% for maximum ~~performance.~~performance, which is then subject to the application of negative discretion by the Compensation Committee. The payout percentage used in the award formula cannot exceed 150% (300% for ~~Messrs. Nagel, Reece and Black)~~the named executive officers), even if actual performance exceeds the level of performance corresponding to the maximum payout percentage. The ~~Compensation Committee was expected~~target and maximum levels are structured this way to ~~apply negative discretion~~comply with the requirements of Section 162(m) of the Code (see “Tax Deductibility Policy” below).

Similar to the ~~award for Messrs. Nagel, Reece and Black.~~

Annual ~~EPS targets are typically~~Incentive Cash Plan, the annual target under the EIP is derived from ~~our~~ long-term growth targets ~~which are in the upper quartile of financial performance~~ for ~~industrial~~mid-to-large cap companies and ~~often differ~~differs from our annual operating plan targets. In setting the performance level for fiscal 2010, the Compensation Committee considered the October 2009 economic environment and expectations from leading third-party forecasters that new non-residential construction, one of our key markets, would experience a~~year-over-year~~ percentage decline in the mid-teens. The Compensation Committee set the annual earnings per share target for fiscal 2010 to account for the economic conditions and forecasts while ensuring the targets were challenging yet obtainable.

target.

The following table outlines the ~~award~~fiscal 2013award targets and ~~2010~~ actual equity incentive award values ~~under the LTIP~~ for each of the named executive officers ~~for fiscal 2010~~ as a dollar amount (in thousands). The target and maximum awards ~~listed for Messrs. Nagel, Reece and Black~~ assume a financial performance payout percentage of 200% and 300%, respectively. In setting these levels, we expected that the Compensation Committee would exercise negative discretion in determining the final ~~awards for Messrs. Nagel, Reece and Black.~~

($ in thousands)
Individual

Named Executive Officer
Target % Threshold ($) Target ($) Maximum ($) Actual ($)

Vernon J. Nagel 300 0 3,600 8,100 2,800 (1)
Richard K. Reece 150 0 1,236 2,781 1,100 (1)
Mark A. Black 135 0 1,026 2,309 700 (1)
Jeremy M. Quick 90 0 288 648 335
C. Dan Smith 60 0 135 270 200

awards.


($ in thousands) Named Executive Officer	Individual Target %		Threshold ($)		Target ($)		Maximum ($)		Actual ($)(1)
Vernon J. Nagel		300	$	0	$	3,600	$	8,100	$	3,200
Richard K. Reece		150		0		1,275		2,869		1,000
Mark A. Black		150		0		1,200		2,700		1,000


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

We ~~achieved $2.08 in~~reported fiscal 2013 adjusted diluted earnings per share of $3.31 in our financial statements. The adjusted financial information that we use to determine performance under our incentive plans differs from ~~continuing operations, which exceeded~~ the ~~maximum goal of $2.00; however, as a result of the overall LTIP pool limit of 8% of~~ adjusted ~~operating profit before LTIP expense, the Compensation Committee limited the overall~~financial information that we report in our financial statements. The financial performance payout percentage of 107% (calculated for purposes of the plan as 214% for the named executive officers) was based on adjusted diluted earnings per share of $3.22 as determined for the EIP. For fiscal 2013, diluted earnings per share for purposes of the EIP was adjusted for the exclusion of special charges for streamlining activities net of realized savings, unbudgeted expense associated with the fraud at the freight payment and audit service firm formerly retained by the Company, distortive impact from fiscal 2013 acquired businesses, and impact from a change in the U.K. corporate tax rate. We did not adjust for the temporary manufacturing inefficiencies associated with the closing of the Cochran production facility. We calculated adjusted diluted earnings per share by dividing net income available to ~~140%~~common shareholders by diluted weighted average number of shares, adjusted for the aforementioned items.

Actual adjusted diluted earnings per share for fiscal 2013 exceeded the target of $3.15 and resulted in a calculated payout of 107% of target. Individual ~~LTIP~~EIP awards were made accordingly.

The following table provides details about the number of shares of restricted stock and stock options that were granted to the named executive officers by the Compensation Committee as ~~LTIP~~equity incentive awards for fiscal ~~2010~~2013 performance. In determining the allocation of equity awards between restricted stock and stock options, the Compensation Committee considered the items (a) through (f) described above. Two-thirds of the value of the ~~LTIP~~EIP award was allocated to restricted stock, and one-third of the value was allocated to stock options. To determine the number of shares of restricted stock, the allocated value was divided by the closing price of our stock on October 24, 2013, the date of grant. To determine the number of stock options, the allocated value was divided by the Black-Scholes value of our stock on the date of grant.

Grant Date Fair
Number of
Number of Shares
Value of Restricted
Shares of
Underlying
Exercise Price of
Stock and Stock
Named Executive Officer Restricted Stock Stock Option Stock Option ($) Option Award ($)

Vernon J. Nagel 36,920 55,060 $ 50.56 $ 2,800,000
Richard K. Reece 14,500 21,360 50.56 1,100,000
Mark A. Black 9,230 13,770 50.56 700,000
Jeremy M. Quick 4,420 6,590 50.56 335,000
C. Dan Smith 2,640 3,930 50.56 200,000


($ in thousands, except Exercise Price of Stock Option) Named Executive Officer	Number of Shares of Restricted Stock		Number of Shares Underlying Stock Option		Exercise Price of Stock Option ($)		Grant Date Fair Value of Restricted Stock and Stock Option Award ($)
Vernon J. Nagel		20,568		31,036	$	103.74	$	3,200
Richard K. Reece		6,428		9,700		103.74		1,000
Mark A. Black		6,428		9,700		103.74		1,000

Under SEC rules, because the ~~LTIP~~equity incentive awards were granted on October ~~25, 2010,~~24, 2013, which was after the end of fiscal ~~2010,~~2013, the grant date fair values for these awards are not included in the Fiscal ~~2010~~2013 Summary Compensation Table and the awards are not reflected in the Outstanding Equity Awards at Fiscal ~~2010~~2013 Year-End table. The values will be included in the Summary Compensation Table ~~for~~and reflected in the other compensation tables in fiscal ~~2011.~~

2014.

~~Special Equity Award Grants to Messrs. Reece and Smith~~

A special equity award was granted to Mr. Reece, our chief financial officer, to recognize his performance and contributions related to certain key strategic growth initiatives, particularly those associated with acquisition activities, for Fiscal Year 2010. The value of the special equity award was $600,000. A special equity award was also granted to Mr. Smith, our Treasurer and Secretary, in recognition of his promotion to Senior Vice President and assumption of additional job responsibilities for Fiscal Year 2010. The value of the special equity award was $150,000. The following table provides details about the number of shares of restricted stock and stock options that were granted.

Grant Date Fair
Number of
Number of Shares
Value of Restricted
Shares of
Underlying
Exercise Price of
Stock and Stock
Named Executive Officer
Restricted Stock Stock Option Stock Option ($) Option Award ($)

Richard K. Reece 7,910 11,800 $ 50.56 $ 600,000
C. Dan Smith 1,980 2,950 50.56 150,000

Equity Award Grant Practices

Annual equity awards under the ~~LTIP~~EIP are approved by the Compensation Committee and the Board following the end of the fiscal year. The chief executive officer may make interim equity awards to employees, other than the named executive officers, from a previously approved discretionary share pool on the first business day of each fiscal quarter based on prescribed criteria established by the Compensation Committee. We do not time the granting of equity awards to the disclosure of material information.

Executive Perquisites

Perquisites and other personal benefits comprised a minimal portion of our executive compensation program. The only perquisite or other personal benefit provided by us to executive officers in fiscal ~~2010~~2013 was a Company

match on charitable contributions ~~up to~~of $5,000 for ~~Messrs. Nagel, Reece and Black and up to $2,500 for Messrs. Quick and Smith. In addition,~~ Mr. ~~Smith historically received a car allowance of $4,800 per year. Mr. Smith’s car allowance was eliminated effective November 1, 2009.~~

Nagel.

Retirement Benefits

We provide retirement benefits under a number of defined benefit retirement plans. As of December 31, 2002, we froze the pension benefits under certain plans for all participants. This means that, while participants retain the pension benefits already accrued, no additional pension benefits accrue after the effective date of the freeze. However, executives formerly covered by the frozen pension plan receive a supplemental annual contribution under a deferred compensation plan, which is designed to replace benefits lost when the pension plan was frozen.

Effective January 1, 2003, we implemented the Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan (the “2002 SERP”) ~~that~~. As amended in October 2012 following a competitive assessment of executive retirement benefits, the 2002 SERP provides a monthly benefit equal to ~~1.8%~~2.8% of average cash compensation (base salary and annual cash incentive payment, using the average for the three highest ~~three~~ consecutive ~~years of remuneration out of~~year period during the ~~ten years preceding an executive’s retirement)~~participant’s service with the Company) multiplied by years of service as an executive officer (up to a maximum of 10 years) divided by 12. ~~Effective January 1, 2009, the monthly benefit multiplier was increased to 1.8% from 1.6% for active participants.~~ Benefits are generally payable for a15-year period following retirement (as defined in the 2002 SERP). ~~Messrs. Nagel, Reece and Black~~The named executive officers participated in the 2002 SERP in fiscal ~~2010. For Mr. Black, this was the first year in which he participated in the 2002 SERP.~~

2013.

We also maintain several deferred compensation plans which are described below under “Fiscal ~~2010~~2013 Nonqualified Deferred Compensation.” The plans are designed to provide eligible participants an opportunity to defer compensation on a tax-efficient basis. Under certain plan provisions, we make contributions to participants’ accounts.

We maintain defined contribution plans (“401(k) plans”) for our eligible U.S. employees. The 401(k) plans provide for employee pre-tax contributions as well as employer matching contributions for ~~most participants.~~

salaried participants and certain hourly participants that do not participate in qualified defined benefit plans.

Change in Control Agreements

We have change in control agreements with our named executive officers that provide for separation payments and benefits, consistent with common market practices among our peers, upon qualifying terminations of employment in connection with a change in control of our Company. The Board ~~of Directors~~ intends for the change in

control agreements to provide the named executive officers some measure of security against the possibility of employment loss that may result following a change in control in order that they may devote their energies to meeting the business objectives and needs of our Company and our stockholders. For additional information on the change in control arrangements see “Potential Payments upon Termination—Change in Control Agreements” below.

Severance Agreements

To ensure that we are offering a competitive executive compensation program, we believe it is important to provide reasonable severance benefits to our named executive officers.

The severance agreements contain restrictive covenants with respect to confidentiality, non-solicitation, and non-competition and are subject to the execution of a release. The severance agreements are effective for a rolling two-year term, which will automatically extend each day for an additional day unless terminated by either party, in which case they will continue for two years after the notice of termination or for three years following a change in control.

For additional information on the severance arrangements see “Potential Payments upon Termination—Severance Agreements” below.

Equity Ownership Requirements

Our named executive officers are subject to a share ownership requirement. The requirements are intended to ensure that our executive officers maintain an equity interest in our Company at a level sufficient to assure our stockholders of their commitment to value creation, while addressing their individual needs for portfolio diversification. The

share ownership requirement provides that, over a four-year period, the named executive officers will attain ownership in our common stock valued at a multiple of their annual base salary as set forth in the following table.


		Multiple of Salary
		~~Salary~~

Vernon J. Nagel		4X
Richard K. Reece		3X
Mark A. Black		3X
~~Jeremy M. Quick~~		2X
~~C. Dan Smith~~		2X

The ownership of each named executive officer that was our employee at the end of the fiscal year currently exceeds his requirement. For these purposes, ownership includes stock held directly, interests in restricted stock, ~~restricted stock units,~~ stock acquired through our employee stock purchase plan, and investments in our stock through our 401(k) plan. Stock options are not taken into consideration in meeting the ownership requirements.

Hedging, Pledging, and Insider Trading Policy
Our insider trading policy prohibits our employees, officers and directors from hedging their ownership of Acuity Brands stock, including the prohibition from engaging in short sales of Acuity Brands stock and from purchasing or selling any derivative securities, or entering into any derivatives contracts relating to our securities. Our insider trading policy also prohibits our employees, officers, and directors from purchasing or selling Acuity Brands securities while in possession of material non-public information. None of our named executive officers holds any of our stock subject to pledge. Of our non-employee directors, only one holds a nominal amount of our stock subject to pledge.

Tax Deductibility Policy

Section 162(m) of the Code generally limits for a public company the tax deductibility of compensation ofto the chief executive officer and ~~our~~the three other executive officers (other than ~~our~~the chief executive officer and ~~our~~ chief

financial officer) who are the highest paid and employed at year-end to $1 million per year unless the compensation qualifies as “performance-based” compensation. While we do not design compensation programs solely for tax purposes, we design plans to be tax efficient where possible. However, the Compensation Committee may exercise discretion in those instances when the mechanistic approaches under tax laws would compromise the interest of stockholders. While the Compensation Committee does not intend that an executive officer will earn such an amount, the program is designed to permit the Compensation Committee to reward outstanding performance while retaining the tax deductibility of the award. The Compensation Committee continues to have the ability to use negative discretion in calculating an appropriate award. In ~~its~~a decision to grant discretionary restricted stock and cash awards to ~~certain~~the named executive officers, the Compensation Committee ~~considered~~considers that such awards may not be deductible.

Role of Executive Officers

As discussed above, the chief executive officer reports to the Compensation Committee on his evaluations of the senior executives, including the other named executive officers. He makes compensation recommendations for the other named executive officers with respect to base salary, merit increases, and annual cash bonus and ~~long-term incentives,~~equity incentive awards, which are the basis of discussion with the Compensation Committee. The chief financial officer evaluates the financial implications of any proposed Compensation Committee action.

Meetings of the Compensation Committee are regularly attended by the chief executive officer and the corporate secretary. ~~Frequently, the chief financial officer also attends meetings of the Committee.~~

EXECUTIVE COMPENSATION

Fiscal ~~2010~~2013 Summary Compensation Table

The following table presents compensation data for the named executive officers for fiscal ~~2010, 2009~~2013, 2012 and ~~2008, or for such shorter time period as the person has been a~~2011. Because we have only three executive officers, all are named executive ~~officer.~~

Change in

Pension

Value and

Nonquali-

Non-Equity
fied

Incentive
Deferred
All

Plan
Compen-
Other

Stock
Option
Compen-
sation
Compen-

Name and Principal
Salary
Bonus
Awards
Awards
sation
Earnings
sation
Total

Position
Year ($) ($)(1) ($)(2) ($)(2) ($)(3) ($)(4) ($)(5) ($)

Vernon J. Nagel 2010 $ 600,000 $ -0- $ 1,332,902 $ 667,210 $ 2,200,000 $ 935,315 $ 47,154 $ 5,782,581
Chairman, President and 2009 600,000 -0- 2,000,696 999,348 -0- 919,041 40,530 4,559,615
Chief Executive Officer 2008 600,000 -0- 1,933,920 1,038,016 3,000,000 746,460 38,446 7,356,842
Richard K. Reece 2010 412,000 -0- 467,186 233,412 700,000 257,458 8,820 2,078,876
Executive Vice President 2009 409,000 -0- 838,548 452,766 -0- 211,296 8,652 1,920,262
and Chief Financial Officer 2008 400,000 -0- 664,785 358,512 850,000 131,960 8,280 2,413,537
Mark A. Black 2010 365,000 -0- 333,226 166,803 500,000 316,415 10,080 1,691,524
Executive Vice President, 2009 315,000 -0- 673,820 380,560 -0- -0- 34,900 1,404,280
Acuity Brands Lighting, Inc. 2008 300,000 -0- 334,407 179,256 570,000 -0- 30,600 1,414,263
Jeremy M. Quick 2010 320,000 -0- 113,866 56,534 300,000 -0- 41,206 831,606
Executive Vice President 2009 317,500 65,000 333,982 166,373 -0- -0- 43,748 926,603
and Chief Financial Officer, Acuity Brands Lighting, Inc. 2008 310,000 -0- 512,967 157,023 525,000 965 45,044 1,550,999
C. Dan Smith(6) 2010 220,000 -0- 80,376 39,742 200,000 1,232 35,969 577,319
Senior Vice President, Treasurer, and Secretary, Acuity Brands, Inc. 2009 203,750 45,000 188,430 -0- -0- 1,275 33,657 472,112

officers under SEC rules.


Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)			Option Awards ($)(1)			Non-Equity Incentive Plan Compen- sation ($)(2)		Change in Pension Value and Nonquali- fied Deferred Compen- sation Earnings ($)(3)		All Other Compen- sation ($)(4)		Total ($)
Vernon J. Nagel		2013	$	600,000	$	–0–	$	2,000,029		$	999,936		$	1,000,000	$	2,306,138	$	52,900	$	6,959,003
Chairman, President and		2012		600,000		–0–		2,000,191			999,930			2,200,000		1,020,767		50,654		6,871,542
Chief Executive Officer		2011		600,000		–0–		1,866,675			933,267			1,500,000		573,071		48,860		5,521,873

Richard K. Reece		2013		421,750		–0–		666,676			333,238			325,000		952,412		9,180		2,708,256
Executive Vice President		2012		412,000		–0–		733,234			366,718			675,000		381,515		8,820		2,577,287
and Chief Financial Officer		2011		412,000		–0–		1,133,050	(5)		566,639	(5)		550,000		208,994		8,820		2,879,503

Mark A. Black		2013		395,000		–0–		666,676			333,238			350,000		714,826		9,180		2,468,920
Executive Vice President		2012		380,000		–0–		513,356			256,637			675,000		326,923		8,820		2,160,736
		2011		380,000		–0–		466,669			233,402			425,000		106,180		8,820		1,620,071


(1)		~~Represents discretionary cash bonuses paid to Messrs. Quick and Smith for fiscal 2009.~~

~~(2)~~		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 ~~2010~~2013 can be found in Note 9 to our consolidated financial statements included in theForm 10-K for the fiscal year ended August 31, ~~2010.~~2013. Restricted stock awards are valued at the closing price on the ~~New York Stock Exchange~~NYSE on the grant date. For information regarding stock and options awards granted in fiscal 2014 based on fiscal 2013 performance, see “Compensation Discussion and Analysis—Equity Incentive Awards—Fiscal 2013 Equity Incentive Awards.”


~~(3)~~(2)		Represents amounts earned under the Annual Cash Incentive Plan for the applicable fiscal year. For fiscal 2013, awards were earned at approximately 50% of target. For information about the ~~2010 plan,~~2013 awards, see “Compensation Discussion and Analysis—Elements of Executive Compensation—Fiscal 2013 Annual ~~Incentive.~~Cash Incentive Award.”


~~(4)~~(3)		Represents the increase in the actuarial present value of benefits under the 2002 ~~SERP or Pension Plan C, as applicable.~~SERP. The increase in pension value for fiscal 2013 was primarily attributable to the October 2012 plan amendment which increased the monthly benefit factor from 1.8% to 2.8%, partially offset by a one percentage point 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 ~~2010”~~2013” and “Fiscal ~~2010~~2013 Nonqualified Deferred Compensation” below.

(4)	For fiscal 2013, includes the following:


	Non-qualified Deferred Compensation Plan Contributions ($)		401(k) Match ($)		Company Match on Charitable Contributions ($)		Total All Other Compensation ($)
Mr. Nagel	$	38,720	$	9,180	$	5,000	$	52,900
Mr. Reece		–0–		9,180		–0–		9,180
Mr. Black		–0–		9,180		–0–		9,180

(5)

~~For fiscal 2010, includes the following:~~

The 2011 stock and option award values for Mr. Reece include a special equity award valued at $600,000 ($400,000 stock award and $200,000 option award) to recognize his performance and contributions related to certain key strategic growth initiatives, particularly those associated with acquisition activities.

Non-qualified Deferred
Company Match

Compensation Plan
on Charitable
Total All Other
Contributions
401(k) Match
Auto Allowance
Contributions
Compensation
($) ($) ($) ($) ($)

Mr. Nagel $ 33,334 $ 8,820 $ -0- $ 5,000 $ 47,154
Mr. Reece -0- 8,820 -0- -0- $ 8,820
Mr. Black -0- 10,080 -0- -0- $ 10,080
Mr. Quick 30,800 9,156 -0- 1,250 $ 41,206
Mr. Smith 23,683 8,586 1,200 2,500 $ 35,969


~~(6)~~		Mr. Smith first became a named executive officer in fiscal 2009. Under SEC rules, we are not required to provide compensation information for an officer prior to the time he first became a named executive officer.

Fiscal ~~2010~~2013 Grants of Plan-Based Awards

The following table provides information about equity and non-equity awards for fiscal ~~2010~~2013 for each of the named executive officers. Non-equity incentive plan awards ~~are~~for fiscal 2013 were made under the Acuity Brands, Inc. ~~2007~~2012 Management ~~Compensation and~~Cash Incentive ~~Plan, and equity~~Plan. Equity awards ~~are~~for fiscal 2012 (reflected in the table below) were made under the Amended and Restated Acuity Brands, Inc. 2007 Long-Term Incentive Plan.

All Other
All Other
Grant

Stock
Option
Date

Awards:
Awards:
Fair Value

Number
Number
of Stock

Estimated Possible Payouts under
Estimated Possible Payouts under
of Shares
of Securities
Exercise or Base
and

Non-Equity Incentive Plan Awards(1) Equity Incentive Plan Awards(2) of Stock
Underlying
Price of Option
Option

Grant
Threshold
Target
Maximum
Threshold
Target
Maximum
or Units
Options
Awards
Awards

Name Date ($) ($) ($) ($) ($) ($) (#)(3) (#)(3) ($/Sh) ($)(4)

Vernon J. Nagel $ -0- $ 1,800,000 $ 4,000,000
$ -0- $ 3,600,000 $ 8,100,000
10/26/09 59,600 $ 33.49 $ 667,210
10/26/09 39,800 1,332,902
Richard K. Reece -0- 535,600 2,249,520
-0- 1,236,000 2,781,000
10/26/09 20,850 33.49 233,412
10/26/09 13,950 467,186
Mark A. Black -0- 494,000 2,074,800
-0- 1,026,000 2,308,500
10/26/09 14,900 33.49 166,803
10/26/09 9,950 333,226
Jeremy M. Quick -0- 176,000 739,200
-0- 288,000 648,000
10/26/09 5,050 33.49 56,534
10/26/09 3,400 113,866
C. Dan Smith -0- 90,000 378,000
-0- 135,000 303,750
10/26/09 3,550 33.49 39,742
10/26/09 2,400 80,376

Beginning with awards for fiscal 2013 performance, equity awards will be made under the Acuity Brands, Inc. 2012 Omnibus Stock Incentive Compensation Plan.


			Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1)						Estimated Possible Payouts under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units (#)(3)		All Other Option Awards: Number of Securities Underlying Options (#)(3)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(4)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target ($)		Maximum ($)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(4)
Vernon J. Nagel			$	–0–	$	2,400,000	$	6,000,000
									$	–0–	$	3,600,000	$	8,100,000
		10/23/12																44,800	$	62.54	$	999,936
		10/23/12														31,980						2,000,029

Richard K. Reece				–0–		680,000		2,856,000
										–0–		1,275,000		2,868,750
		10/23/12																14,930		62.54		333,238
		10/23/12														10,660						666,676

Mark A. Black				–0–		640,000		2,688,000
										–0–		1,200,000		2,700,000
		10/23/12																14,930		62.54		333,238
		10/23/12														10,660						666,676


(1)		These columns show the possible fiscal 2013 payout for each named executive officer under the ~~fiscal 2010~~ 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 ~~Messrs. Nagel, Reece, and Black.~~the named executive officers. For fiscal 2013, awards were earned at approximately 50% of target. The amounts earned under the plan for fiscal ~~2010~~2013 are disclosed in the Fiscal ~~2010~~2013 Summary Compensation Table. See “Compensation Discussion and Analysis—Elements of Compensation—Fiscal 2013 Annual ~~Incentive”~~Cash Incentive Award” for a description of the ~~2010~~ plan.

(2)		These columns show the potential value, in dollars, of the fiscal 2013 equity payout for each named executive officer ~~under the fiscal 2010 LTIP~~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 ~~Messrs. Nagel, Reece, and Black.~~the named executive officers. Target and maximum awards assume a PMP Payout Percentage of 100% and 150%, respectively. Based on ~~Company~~actual performance, ~~compared to targeted performance measures,~~equity incentive awards were earned ~~under the 2010 LTIP,~~for fiscal 2013 at 107% of target, and grants were made on October ~~25, 2010.~~24, 2013. 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—~~Long Term Incentives”~~Fiscal 2013 Equity Incentive Awards” for a description of the ~~fiscal 2010 LTIP and the awards earned for fiscal 2010.~~plan.

(3)		These columns show the number of restricted shares and stock options granted on October ~~26, 2009~~23, 2012 to the named executive officers ~~under the LTIP~~as equity incentive awards with respect to ~~2009~~fiscal 2012 performance. 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. 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 ASC Topic 718. The grant date fair value of restricted stock awards is calculated using the closing price of our common stock on the ~~New York Stock Exchange~~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 ~~26, 2009~~23, 2012 grants: ~~2.50%~~0.8% risk free rate, a term of 5 years, a dividend yield of ~~1.8%~~0.9%, and volatility of ~~41.2%~~43.8%.

Outstanding Equity Awards at Fiscal ~~2010~~2013 Year-End

The following table provides information on the holdings of stock options and restricted stock awards by the named executive officers at August 31, ~~2010.~~2013. The table includes unexercised option awards and unvested restricted stock awards.

Each grant is shown separately for each named executive officer. ~~The vesting schedule for each grant is shown following the table, based on the option or stock award grant date.~~ The option exercise prices shown below are the closing market price of our common stock on the ~~New York Stock Exchange~~NYSE on the grant date.

All stock options disclosed in the following table vest ratably in three equal annual installments beginning one year from the grant date. All restricted stock grants disclosed in the following table vest ratably in four equal annual installments beginning one year from the grant date.

The named executive officers earned ~~LTIP~~equity incentive awards for fiscal ~~2010;~~2013; however, because these awards were granted after the end of the fiscal year, they do not appear in the table. See “Compensation Discussion and Analysis—Elements of Executive Compensation—~~Long-Term Incentives”~~Fiscal 2013 Equity Incentive Awards” for a description of the ~~2010 LTIP~~fiscal 2013 awards that were granted on October ~~25, 2010.~~

Option Awards
Number
Stock Awards
of
Number
Market
Securities
Number
of
Value
Under-
of
Shares
of
lying
Securities
or Units
Shares
Unexer-
Underlying
of Stock
or Units
cised
Unexercised
That
of Stock
Options
Options
Option
Stock
Have
That
Option
Exercis-
Unexercis-
Exercise
Option
Award
Not
Have Not
Grant
able
able
Price
Expiration
Grant
Vested
Vested
Name Date (#) (#) ($) Date Date (#) ($)(1)

Vernon J. Nagel 12/18/03 83,005 –0– 19.58 12/17/13
1/20/04 181,518 –0– 21.17 1/19/14
1/20/04 181,518 –0– 25.62 * 1/19/14
9/29/06 181,518 –0– 37.52 9/28/16
11/2/07 49,800 24,900 40.29 11/1/17
10/24/08 29,934 59,866 31.96 10/23/18
10/26/09 –0– 59,600 33.49 10/25/19
9/29/06 9,850 $ 381,589
11/2/07 24,000 929,760
10/24/08 46,950 1,818,843
10/26/09 39,800 1,541,852
—
Richard K. Reece 12/1/05 60,506 -0- 26.44 11/30/15
11/2/07 17,200 8,600 40.29 11/1/17
10/24/08 9,500 19,000 31.96 10/23/18
4/6/09 6,000 12,000 22.86 4/5/19
10/26/09 -0- 20,850 33.49 10/25/19
9/29/06 3,750 145,275
11/2/07 8,250 319,605
10/24/08 14,850 575,289
4/6/09 6,750 261,495
10/26/09 13,950 540,423
—
Mark A. Black 11/2/07 -0- 4,300 40.29 11/1/17
10/24/08 -0- 11,966 31.96 10/23/18
4/6/09 -0- 16,000 22.86 4/5/19
10/26/09 -0- 14,900 33.49 10/25/19
9/1/06 5,000 193,700
11/2/07 4,150 160,771
10/24/08 9,375 363,188
4/6/09 9,000 348,660
10/26/09 9,950 385,463
—

24, 2013.


	Option Awards										Stock Awards
Name	Option Grant Date		Number of Securities Under- lying Unexer- cised Options Exercis- able (#)		Number of Securities Underlying Unexercised Options Unexercis- able (#)		Option Exercise Price ($)		Option Expiration Date		Stock Award Grant Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)
Vernon J. Nagel		9/29/06		81,518		–0–		37.52		9/28/16
		11/02/07		74,700		–0–		40.29		11/01/17
		10/24/08		89,800		–0–		31.96		10/23/18
		10/26/09		59,600		–0–		33.49		10/25/19
		10/25/10		36,707		18,353		50.56		10/24/20
		10/24/11		20,287		40,573		46.29		10/23/21
		10/23/12		–0–		44,800		62.54		10/22/22
												10/26/09		9,950		850,725
												10/25/10		18,460		1,578,330
												10/24/11		32,408		2,770,884
												10/23/12		31,980		2,734,290

Richard K. Reece		11/02/07		25,800		–0–		40.29		11/01/17
		10/24/08		28,500		–0–		31.96		10/23/18
		10/26/09		20,850		–0–		33.49		10/25/19
		10/25/10		22,287		11,143		50.56		10/24/20
		10/24/11		7,440		14,880		46.29		10/23/21
		10/23/12		–0–		14,930		62.54		10/22/22
												10/26/09		3,487		298,139
												10/25/10		11,205		958,028
												10/24/11		11,880		1,015,740
												10/23/12		10,660		911,430

Mark A. Black		10/25/10		–0–		4,590		50.56		10/24/20
		10/24/11		–0–		10,413		46.29		10/23/21
		10/23/12		–0–		14,930		62.54		10/22/22
												10/26/09		2,487		212,639
												10/25/10		4,615		394,583
												10/24/11		8,318		711,189
												10/23/12		10,660		911,430


*		~~The exercise price of Mr. Nagel’s option represents a 20% premium over the fair market value on the grant date.~~

(1)		The market value is calculated as the product of (a) ~~$38.74~~$85.50 per share, the closing market price of our common stock on August ~~31, 2010,~~30, 2013, the last trading day of the fiscal year, multiplied by (b) the number of shares that have not vested.

Options Exercised and Stock Vested in Fiscal ~~2010~~2013

The following table provides information for the named executive officers on the number of shares acquired upon the exercise of stock options, the vesting of restricted stock awards and the value realized during fiscal year 2013, each before payment of any applicable withholding tax and broker commissions.

Option Awards Stock Awards
Number of
Number

Shares
Value
of Shares
Value

Acquired on
Realized
Acquired
Realized

Exercise
on Exercise
on Vesting
on Vesting

Name (#) ($)(1) (#) ($)(2)

Vernon J. Nagel 48,405 $ 1,348,647 37,500 $ 1,236,056
Richard K. Reece –0– –0– 21,325 732,319
Mark A. Black 22,584 287,584 13,200 469,437
Jeremy M. Quick –0– –0– 8,913 304,587
C. Dan Smith –0– –0– 3,288 118,577


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)(2)
Vernon J. Nagel		281,518	$	12,245,459		45,632	$	2,916,257
Richard K. Reece		78,506		3,417,277		20,250		1,313,985
Mark A. Black		14,763		265,750		13,692		900,352


(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.

Pension Benefits in Fiscal ~~2010~~2013

The table below sets forth information on the supplemental retirement plan and pension benefits for named executive officers under the ~~plans described below.~~

2002 Acuity Brands, Inc. Supplemental Executive Retirement Plan (the “2002 SERP”).

2002 Acuity Brands, Inc. Supplemental Executive Retirement Plan. The 2002 ~~Acuity Brands, Inc. Supplemental Executive Retirement Plan (the “2002 SERP”)~~SERP is an unfunded, nonqualified retirement benefit plan that is offered to ~~certain~~ executive officers of the Company to provide retirement benefits above amounts available under the Company’s tax-qualified defined contribution plans. ~~Messrs. Nagel, Reece, and Black participated in the 2002 SERP in fiscal 2010.~~

Benefits payable under the SERP are paid for 180 months commencing on the executive’s normal retirement date, which is defined as retirement at age 60, in a monthly amount equal to ~~1.8%~~2.8% (“monthly benefit factor”) of the executive’s average annual compensation multiplied by the executive’s years of credited service and divided by 12. Average annual compensation is defined as the average of the executive’s salary and annual cash incentive payment for the three highest consecutive calendar years during the ~~ten years preceding~~participant’s service with the ~~executive’s retirement, death, or other termination of service.~~Company. An executive is credited with one year of credited service for each plan year in which the executive serves as an executive officer of the Company on a full time basis. Total years of credited service cannot exceed ten years, although compensation earned after completing ten years of credited service may be counted for purposes of determining the executive’s average annual compensation and accrued benefit under the 2002 SERP. A reduced retirement benefit can commence between ages 55 and 60. We do not have a policy for granting extra years of credited service under the 2002 SERP, except in connection with a change in control as provided in an executive’s change in control agreement. Participants vest in their plan benefit after three years of credited service.

~~Former Acuity Brands, Inc. Pension Plan C.~~ The Acuity Brands, Inc. Pension Plan C (“Pension Plan C”) was a qualified defined benefit retirement plan under which additional accruals were frozen effective December 31, 2002, and the assets and liabilities of Pension Plan C were merged into the Pension Plan for Hourly Employees of Emergency Lighting Division of Acuity Brands Lighting, Inc. Mr. Smith is the only named executive officer who was a participant in Pension Plan C in fiscal 2010. The accrued benefit under Pension Plan C is based on the executive’s final average compensation and credited service as of December 31, 2002. Final average compensation is defined as 1/12th of the average of the participant’s highest three consecutive years of compensation out of his last ten years of compensation. Compensation is determined by the participant’s calendar year earnings as shown in Box 1 of~~Form W-2,~~ increased for earnings deferred into certain tax-qualified and nonqualified plans of Acuity Brands and decreased for certain other employer contributions or payments that might be included in Box 1 but are not considered as compensation under Pension Plan C. For participants covered by Pension Plan C on or after January 1, 1994, the normal retirement benefit under Pension Plan C is calculated as years of credited service times the sum of1/2~~% of final average compensation and~~1/2% of final average compensation in excess of covered compensation. The normal form of benefit payment is a single life annuity with 120 payments guaranteed. The normal retirement age as defined in Pension Plan C is age 65. Participants vest in their plan benefit after five years of credited service.

Pension Benefits Table for Fiscal ~~2010~~2013

The amounts reported in the table below equal the present value of the accumulated benefit in the 2002 SERP at August 31, ~~2010,~~2013 for the ~~date used by our actuaries in determining fiscal year expense.~~named executive officers. The assumptions used to calculate the present value of the accumulated benefit are described in the footnotes to the table. ~~Mr. Quick is not a participant in the 2002 SERP and Pension Plan C.~~

Number of Years
Present Value of
Payments During

Credited Service
Accumulated Benefit
Last Fiscal Year

Name Plan Name (#) ($) ($)

Vernon J. Nagel (1) 2002 SERP 8.75 $ 3,506,488 $ –0–
Richard K. Reece (1) 2002 SERP 4.75 771,089 –0–
Mark A. Black (1)(3) 2002 SERP 4.00 316,415 –0–
Jeremy M. Quick N/A N/A N/A N/A
C. Dan Smith (2) Pension Plan C 5.00 13,781 –0–


Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)(1)		Payments During Last Fiscal Year ($)
Vernon J. Nagel		10.00	$	7,406,464	$	–0–
Richard K. Reece		7.75		2,314,010		–0–
Mark A. Black		7.00		1,464,344		–0–


(1)		The accumulated benefit in the 2002 SERP is based on service and earnings (base salary and bonus, as described above) considered by the 2002 SERP for the period through August 31, ~~2010.~~2013. 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 ~~interest~~discount rate assumed in the calculation is ~~6.00%.~~

~~(2)~~		Mr. Smith’s accumulated benefit in Pension Plan C is based on service and earnings (as described above) considered by the plan for the period through December 31, 2002. The present value has been calculated assuming Mr. Smith’s benefit commences at age 65 and that the benefit is payable under the form of annuity described above. The interest rate assumed4.75% compared with 3.75% in the calculation is 6.00%. The post-retirement mortality assumption is based on the RP2000 mortality table with mortality improvements projected for 5 years and collar adjustments. At August 31, 2010, Mr. Smith is not eligible for an early retirement benefit under Pension Plan C.

~~(3)~~		~~Effective October 26, 2009, Mr. Black was designated as an eligible participant in the 2002 SERP. It was further designated that Mr. Black’s compensation for periods~~ prior to his participation date shall count for purposes of calculating his SERP benefit and that his service with the corporation since September 1, 2006 shall be deemed credited service for purposes of calculating his SERP benefit. Mr. Black became vested in the plan with the completion of 3 years of credited service on September 1, 2009.year.

Fiscal ~~2010~~2013 Nonqualified Deferred Compensation

The table below provides information on ~~the~~ nonqualified deferred compensation ~~of the named executive officers~~ in fiscal ~~2010~~2013 under the plans described below.

None of our named executive officers deferred income under these plans in fiscal 2013.

2005 Acuity Brands, Inc. Supplemental Deferred Savings Plan. The 2005 Acuity Brands, Inc. Supplemental Deferred Savings Plan (the “2005 SDSP”) is an unfunded nonqualified plan under which key employees, including the named executive officers that are ~~not~~ eligible to participate in the 2002 SERP, are able to annually defer up to 50% of salary and annual cash incentive payment as cash units. The 2005 SDSP replaced the 2001 ~~SDSP (described below)~~Acuity Brands, Inc. Supplemental Deferred Savings Plan (the “2001 SDSP”) and is designed to comply with certain ~~new~~ tax law requirements, including Section 409A of the Internal Revenue Code ~~(Section 409A)~~(“Section 409A”).

Deferred cash units earn interest income on the daily outstanding balance in the account based on the prime rate. Interest is credited monthly and is compounded annually. Contributions made in or after 2005 may be paid in a lump sum or inup to 10 annual installments at the executive’s election. The executive may direct that his deferrals and related earnings be credited to accounts to be distributed during his employment (in-service accounts) ~~and~~and/or to a retirement account. In-service accounts may be distributed in a lump sum or up to ten annual installments no earlier than two years following the last deferral to the account. The executive may change the form of distribution twice during the period up to one year prior to termination or retirement, with the new distribution being delayed at least an additional five years in accordance with Section 409A.

Except for the period during which an executive serves as an executive officer of Acuity Brands and is eligible for the 2002 SERP, as discussed above, beginning in 2009 an executive is eligible for a Company match of 50% (increased from 25% in 2008) of his deferrals up to a maximum of 5% of compensation (salary and annual incentive payment) and is eligible for a supplemental Company contribution of 3% of compensation. Executives vest in Company contributions, made prior to January 1, 2009, 50% upon attaining age 55 and completing at least five years of service, with vesting thereafter of an additional 10% each year up to 100% with 10 years of service and Company contributions made after December 31, 2008, 30% after three years of service and increasing by 10% per year thereafter. All Company contributions are contributed to the retirement account. Vested Company contributions are only eligible to be distributed at or following termination. Messrs.

Mr. Nagel ~~and Smith receive~~receives annual company contributions to the 2005 SDSP, which are immediately vested, in replacement of benefits lost when a prior ~~SERP~~senior executive retirement plan (“prior SERP”) was frozen; however, Messrs. Nagel, Reece, and ~~Pension Plan C were frozen.~~

Black are not eligible for the other company contributions to the plan due to their participation in the 2002 SERP. Company contribution accounts may be distributed in a lump sum or up to ten annual installments upon termination of employment. The executive may change the form of distribution twice during the period up to one year prior to termination of employment, with the new distribution being delayed at least an additional five years in accordance with Section 409A.

2001 Acuity Brands, Inc. Supplemental Deferred Savings Plan. The 2001 Acuity Brands, Inc. Supplemental Deferred Savings Plan (the “2001 SDSP”) covers the same general group of eligible employees and operates in a similar manner to the 2005 SDSP, except that it encompasses executive and Company contributions that were vested as of December 31, 2004 and, therefore, are not subject to the provisions of Section 409A. Executive deferrals may

be distributed in a lump sum or up to 10 annual installments beginning no

sooner than five years following the calendar year of deferral. Company contributions are distributed at or following termination in a lump sum or installments at the employee’s election, which must be in place twenty-four months prior to termination. Prior to 2006, ~~Messrs.~~Mr. Nagel ~~and Smith~~ received annual company contributions to the 2001 SDSP, which were immediately vested, in replacement of benefits lost when athe prior SERP ~~and Pension Plan C were~~was frozen.

Nonqualified Deferred Compensation Benefits Table for Fiscal ~~2010~~2013

The table below provides information on the nonqualified deferred compensation of the named executive officers in fiscal ~~2010.~~2013. Messrs. Reece and Black ~~did~~do not participate in the ~~plans in fiscal 2010.~~

Executive
Registrant
Aggregate
Aggregate

Contributions
Contributions
Earnings
Aggregate
Balance at

in
in
in
Withdrawals/
2010 Fiscal

Fiscal 2010
Fiscal 2010
Fiscal 2010
Distributions
Year End

Name Plan ($)(1)(2) ($)(2)(3) ($)(2)(4) ($) ($)

Vernon J. Nagel 2005 SDSP $ –0– $ 33,334 $ 5,025 $ –0– $ 170,616
2001 SDSP –0– –0– 2,236 –0– 71,052
Richard K. Reece N/A N/A N/A N/A N/A N/A
Mark A. Black (5) N/A N/A N/A N/A N/A N/A
Jeremy M. Quick 2005 SDSP 29,167 30,800 12,319 –0– 411,094
C. Dan Smith 2005 SDSP 28,375 23,683 6,464 (19,010 ) 219,654
2001 SDSP –0– –0– 230 –0– 7,282

plans.

Name

Plan

Executive
Contributions
in
Fiscal 2013
($)

Registrant
Contributions
in
Fiscal 2013
($)(1)

Aggregate
Earnings
in
Fiscal 2013
($)(2)

Aggregate
Withdrawals/
Distributions
($)

Aggregate
Balance at
2013 Fiscal
Year End
($)

Vernon J. Nagel

2005 SDSP

–0–

38,720

9,179

–0–

304,403

2001 SDSP

–0–

2,462

–0–

78,212

Richard K. Reece

N/A

Mark A. Black

N/A


(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 ~~2010~~2013 Summary Compensation ~~Table under salary (fiscal 2008, 2009 and 2010), bonus (fiscal 2009), and non-equity incentive plan compensation (fiscal 2010 and 2008).~~

~~(2)~~		~~Executives’ contributions and related earnings are 100% vested.~~Table. Company contributions and related earnings become vested in accordance with the terms of the plan or upon a change in control.


~~(3)~~(2)		For Mr. Nagel and Mr. Smith, amounts shown in this column include contributions to the deferred compensation plan, which were immediately vested, in replacement of benefits lost when a prior SERP and Pension Plan C were frozen and are also reported as all other compensation” in the Fiscal 2010 Summary Compensation Table. For Messrs. Quick and Smith, the balance includes a supplemental company contribution equal to 3% of salary and bonus for the calendar year 2009. Messrs. Quick and Smith also have a matching company contribution equal to 50% percent of personal deferrals into the plan in calendar year 2009 with a maximum match set at 5% of salary and bonus.

~~(4)~~		None of the earnings in fiscal ~~2010~~2013 were considered above-market earnings, as defined by the SEC.

~~(5)~~		~~Mr. Black was required to forego any benefit he had accrued under the 2005 SDSP as a result of his eligibility to participate in the SERP.~~

Employment Arrangements

At the time we first hire an associate, we generally provide the associate with a letter outlining the effective date of his or her employment, the basic compensation arrangements for the associate’s at-will employment, any benefits to which the associate is entitled, and whether the associate is entitled to participate in any severance or change in control benefits.

Pursuant to our ~~current~~fiscal 2013 employment arrangements with Mr. Nagel, he receives an annual salary of $600,000 and is entitled to a target annual cash incentive opportunity as a percentage of base salary under the Annual Cash Incentive Plan and a target ~~long-term~~equity incentive opportunity as a percentage of base salary under the ~~LTIP.~~EIP. He is entitled to participate in employee benefit plans and perquisites afforded to executives at his level, continued coverage in the 2002 SERP, ~~participation~~participate in the 2005 SDSP, and coverage under the Company’s director and officer liability insurance. Mr. Nagel is a party to a severance agreement and a change in control agreement as described under “Potential Payments Upon Termination” below.

Pursuant to our ~~current~~fiscal 2013 employment arrangements with Mr. Reece, he receives an annual salary of ~~$412,000 effective~~$425,000 (effective as of November 1, ~~2009,~~2012) and is entitled to a target annual cash incentive opportunity as a percentage of base salary under the Annual Cash Incentive Plan and a target ~~long-term~~equity incentive opportunity as a percentage of base salary under the ~~LTIP.~~EIP. He is entitled to participate in employee benefit plans and perquisites afforded to executives at his level, continued coverage in the 2002 SERP, ~~participation~~participate in the 2005 SDSP, and coverage under the Company’s director and officer liability insurance. Mr. Reece is a party to a severance agreement and a change in control agreement as described under “Potential Payments Upon Termination” below.

Pursuant to our ~~current~~fiscal 2013 employment arrangements with Mr. Black, he receives an annual salary of ~~$380,000 effective~~$400,000 (effective as of November 1, ~~2009,~~2012) and is entitled to a target annual cash incentive opportunity as a percentage of base salary under the Annual Cash Incentive Plan and a target ~~long-term~~equity incentive opportunity as a

percentage of base salary under the ~~LTIP.~~EIP. He is entitled to participate in employee benefit plans and perquisites afforded to executives at his level, ~~participation~~continued coverage in the 2002 SERP, participate in the 2005 SDSP, and coverage under the Company’s director and officer liability insurance. ~~On October 26, 2009, Mr. Black became eligible to participate in the 2002 SERP, retroactive to his hire date of September 1, 2009.~~ Mr. Black is a party to a severance agreement and a change in control agreement as described under “Potential Payments Upon Termination” below.

Pursuant to our current employment arrangements with Mr. Quick, he receives an annual salary of $320,000 effective November 1, 2009, and is entitled to a target annual incentive opportunity as a percentage of base salary under the Annual Incentive Plan and a target long-term incentive opportunity as a percentage of base salary under the LTIP. He is entitled to participate in employee benefit plans and perquisites afforded to executives at his level and coverage under the Company’s director and officer liability insurance. Mr. Quick is a party to a severance agreement and a change in control agreement as described under “Potential Payments Upon Termination” below.

Pursuant to our current employment arrangements with Mr. Smith, he receives an annual salary of $225,000 effective November 1, 2009, and is entitled to a target annual incentive opportunity as a percentage of base salary under the Annual Incentive Plan and a target long-term incentive opportunity as a percentage of base salary under the LTIP. He is entitled to participate in employee benefit plans and perquisites afforded to executives at his level and coverage under the Company’s director and officer liability insurance. Mr. Smith is a party to a severance agreement and a change in control agreement as described under “Potential Payments Upon Termination” below.

Potential Payments upon Termination

We have entered into severance agreements and change in control agreements with our named executive officers. The terms of these agreements are described below.

Severance Agreements

The severance agreements for the named executive officers provide benefits to the executive in the event the executive’s employment is involuntarily terminated by us without cause.

Mr. Nagel’s agreement will also provide benefits if he terminates his employment at any time for good reason and Mr. Reece’s agreement will provide benefits if he terminates his employment for good reason after a change in control (as each such term is defined in the severance agreement).

Under the severance agreements, a good reason for termination by an executive of his employment with us means the occurrence of any of the following acts by us which has not been corrected within 30 days after written notice is given to us by the executive:


	•	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;

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 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.~~

a material breach by us of the severance agreement.

Under the severance agreements, the involuntary termination of an executive by the Company for the following reasons constitutes a termination for cause:

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 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.~~

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.

Severance agreements provide for the terms set forth in the table below as described below:


	•	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 long-term incentive awards, if the executive is terminated prior to age 65 and suffers a diminution of projected benefits.

~~The~~ severance ~~agreement~~payments for ~~Mr. Nagel also provides 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;


	•	~~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 2002 SERP.~~

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; 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 severance agreements for Messrs. Nagel and Reece also provide for:

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

that 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.

The severance agreement for Mr. Nagel also provides for:

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 2002 SERP.

The severance agreements also contain restrictive covenants with respect to confidentiality, non-solicitation, and non-competition, and are subject to the execution of a release. The severance agreements are effective for a rolling two-year term, which will automatically extend each day for an additional day unless terminated by either


Time:

~~Time:~~		11:00 a.m. Eastern Time

Date:		January 7, 2014
~~Date:~~
Place:		~~January 7, 2011~~

~~Place:~~		Four Seasons Hotel - Ballroom, 75 Fourteenth Street, NE Atlanta, Georgia

Record Date:
~~Record Date:~~		Stockholders of record at the close of business on November ~~10, 2010~~12, 2013 are entitled to notice of and to vote at the annual meeting or any adjournments or postponements thereof.

Purpose:
~~Purpose:~~		(1) Elect three directors nominated by the Board of Directors for terms that expire at the annual meeting for the ~~2013~~2016 fiscal ~~year and one director for a term that expires at the annual meeting for the 2011 fiscal~~ year;

		(2) Ratify the appointment of Ernst & Young LLP as our independent registered public accounting ~~firm; and~~

		firm for fiscal year 2014; (3) Hold an advisory vote to approve named executive officer compensation; (4) Consider and act upon such other business as may properly come before the annual meeting or any adjournments or postponements thereof.

Stockholders Register:
~~Stockholders Register:~~		A list of the stockholders entitled to vote at the annual meeting may be examined during regular business hours at our executive offices, 1170 Peachtree Street, NE, Suite ~~2400,~~2300, Atlanta, Georgia, during the ten-day period preceding the meeting.


Proposal	Board Vote Recommendation		Page Reference (for more information)
1. Elect three directors named in this proxy statement for terms that expire at the annual meeting for the 2016 fiscal year	FOR ALL			21
~~Executive Compensation~~ 2. Ratify the appointment of our independent registered public accounting firm for fiscal year 2014	FOR			3625
~~Fiscal 2010 Summary Compensation Table~~ 3. Hold an advisory vote to approve named executive officer compensation	FOR			36
~~Fiscal 2010 Grants of Plan-Based Awards~~		37
~~Outstanding Equity Awards at Fiscal 2010 Year-End~~		38
~~Option Exercises and Stock Vested in Fiscal 2010~~		39
~~Pension Benefits in Fiscal 2010~~		40
~~Fiscal 2010 Nonqualified Deferred Compensation~~		41
~~Employment Arrangements~~		42
~~Potential Payments upon Termination~~		43
~~Equity Compensation Plans~~		50
~~Other Matters~~		50
~~Next Annual Meeting—Stockholder Proposals~~		5159


	~~1) Title of each class of securities to which transaction applies:~~


	Page

Proxy Statement Summary		1
Proxy Statement	7
Questions Relating to This Proxy Statement		1	7
Questions and Answers about Communications, Governance, and Company Documents		4	11
Information Concerning the Board and Its Committees		6	13
Board and Committee Membership		6	13
Compensation Committee Interlocks and Insider Participation		7	15
Compensation of Directors		7	15
Beneficial Ownership of the Company’s Securities		9	18
Section 16(a) Beneficial Ownership Reporting Compliance		10	19
Certain Relationships and Related Party Transactions		10	19
Proposals Requiring Your Vote		12	21
Item 1—Election of Directors		12	21
Director Nominees for Terms Expiring at the ~~2013~~ Annual Meeting for Fiscal 2016		13	22
~~Director Nominee for Term Expiring at the 2011 Annual Meeting~~		14
Continuing Directors with Terms Expiring at the ~~2011 or 2012~~ Annual Meetings for Fiscal 2014 and 2015		14	23
Item 2—Ratification of the Appointment of the Independent Registered Public Accounting Firm		17	25
Report of the Audit Committee		17	25
Fees Billed by Independent Registered Public Accounting Firm		18	27
Executive Officers		19	28
Report of the Compensation Committee		20	29
Compensation Discussion and Analysis	30
Executive Compensation	47
Fiscal 2013 Summary Compensation Table	47
Fiscal 2013 Grants of Plan-Based Awards	48
Outstanding Equity Awards at Fiscal 2013 Year-End	49
Option Exercises and Stock Vested in Fiscal 2013	50
Pension Benefits in Fiscal 2013	50
Fiscal 2013 Nonqualified Deferred Compensation	51
Employment Arrangements	52
Potential Payments upon Termination	53
Item 3—Advisory Vote to Approve Named Executive Officer Compensation	59
Equity Compensation Plans	60
Other Matters	60
Next Annual Meeting—Stockholder Proposals	61


Element of Compensation		Objective
Base Salary		• Provide a competitive level of secure cash compensation; and
		• Reward individual performance, level of experience and responsibility.
Performance-Based Annual Cash Incentive Award		• Provide variable cash compensation opportunity based on achievement of annual performance goals; and
		• Reward individual performance and overall Company performance.
Performance-Based Annual Equity Incentive Award		• Provide variable equity compensation opportunity based on achievement of annual performance goals;


Name	Salary		Stock Awards(1)		Option Awards(1)		Non-Equity Incentive Plan Compen- sation		Change in Pension Value and Nonquali- fied Deferred Compen- sation Earnings		All Other Compen- sation		Total
Vernon J. Nagel	$	600,000	$	2,000,029	$	999,936	$	1,000,000	$	2,306,138	$	52,900	$	6,959,003
Richard K. Reece		421,750		666,676		333,238		325,000		952,412		9,180		2,708,256
Mark A. Black		395,000		666,676		333,238		350,000		714,826		9,180		2,468,920


	Fees Earned		Stock
	or Paid in Cash		Awards		Total
Name	($)(1)		($)(2)(3)		($)(4)


Peter C. Browning	$	132,000	$	–0–	$	132,000
John L. Clendenin		132,000		–0–		132,000
George C. Guynn		133,500		–0–		133,500
Gordon D. Harnett		132,000		–0–		132,000
Robert F. McCullough		140,000		–0–		140,000
Julia B. North		132,000		–0–		132,000
Ray M. Robinson		138,500		–0–		138,500
Neil Williams		140,000		–0–		140,000


	Paid as Compensation Deferred
	to Stock Units
Name	$		#		Paid in Cash

Peter C. Browning	$	65,000		1,671	$67,000
John L. Clendenin		132,000		3,403	–0–
George C. Guynn		65,000		1,671	68,500
Gordon D. Harnett		132,000		3,403	–0–
Robert F. McCullough		65,000		1,671	75,000
Julia B. North		67,000		1,732	65,000
Ray M. Robinson		65,000		1,671	73,500
Neil Williams		65,000		1,671	75,000


	Shares of Common		Percent			Share Units Held
	Stock Beneficially		of Shares			in Company
Name	Owned(1)(2)(3)		Outstanding(4)			Plans(5)

Mark A. Black		74,696		*			–0–
Peter C. Browning		6,445		*			18,063
John L. Clendenin		29,247		*			49,194
George C. Guynn		457		*			4,928
Gordon D. Harnett		1,590		*			7,543
Robert F. McCullough		6,445		*			15,257
Vernon J. Nagel		936,357		2.1	%		–0–
Julia B. North		6,445		*			22,597
Jeremy M. Quick		72,126		*			–0–
Richard K. Reece		217,077		*			–0–
Ray M. Robinson		6,445		*			27,774
C. Dan Smith		20,106		*			–0–
Neil Williams		20,361		*			23,550
All directors and executive officers as a group (13 persons)		1,397,797		3.2	%		168,906
Artisan Partners Holdings LP (6)		5,452,799		12.7	%		N/A
FMR LLC (7)		5,001,694		11.6	%		N/A
M&G Investment Management Ltd. (8)		3,287,363		7.6	%		N/A
BlackRock, Inc. (9)		3,169,194		7.4	%		N/A
T. Rowe Price Associates, Inc. (10)		2,732,350		6.3	%		N/A


	2010		2009

Fees Billed:
Audit Fees	$	2,097,161	$	1,897,331
Audit-Related Fees		98,000		98,609
Tax Fees		116,000		105,505

Total	$	2,311,161	$	2,101,445


Element of Compensation		Objective
		• Encourage long-term retention through three-year and four-year vesting periods for awards; and
		• Align interests of executives with those of stockholders.
Post-Termination Compensation		• Encourage long-term retention through pension benefits; and
		• Provide a measure of security against possible employment loss, through a change in control or severance agreement, in order to encourage the executive to act in the best interests of the Company and stockholders.


Company Performance	Weighting			Business Unit Performance	Weighting

Adjusted diluted earnings per share		34	%	Adjusted operating profit		34	%
Adjusted consolidated operating profit margin		33	%	Adjusted operating profit margin		33	%
Adjusted cash flow		33	%	Adjusted cash flow		33	%


	~~4) Proposed maximum aggregate value of transaction:~~


	~~5) Total fee paid:~~


	~~1) Amount Previously Paid:~~


	~~2) Form, Schedule or Registration Statement No.:~~


	Range of PMP Payout
	Percentage
PMP Rating	Minimum			Maximum

Exceptional		110	%		140	%
Superior		85	%		125	%
Commendable		70	%		110	%
Fair		0	%		70	%
Unacceptable		0	%		0	%


													Actual
				Performance Objectives									Performance
($ millions, except earnings per share)	Weighting			Threshold			Target			Maximum			Fiscal 2010

Company Performance (1)
Adjusted diluted earnings per share (from continuing operations)		34	%	$	1.53		$	1.73		$	2.38		$	2.08
Adjusted consolidated operating profit margin		33	%		9.1	%		9.7	%		11.3	%		10.2	%
Adjusted cash flow		33	%	$	74		$	82		$	110		$	139
Business Unit Performance (2)
Adjusted operating profit		34	%	$	148		$	163		$	212		$	187
Adjusted operating profit margin		33	%		10.3	%		10.9	%		12.5	%		11.5	%
Adjusted cash flow		33	%	$	148		$	163		$	212		$	210


	Annual									Actual 2010 Annual
($ in thousands)	Incentive									Incentive Award
Named Executive Officer	Target %		Threshold ($)		Target ($)		Maximum ($)			Earned ($)

Vernon J. Nagel		150		0		1,800		4,000	(1)		2,200	(2)
Richard K. Reece		65		0		536		2,250			700	(2)
Mark A. Black		65		0		494		2,075			500	(2)
Jeremy M. Quick		55		0		176		739			300
C. Dan Smith		40		0		90		378			200


($ in thousands)	Individual
Named Executive Officer	Target %		Threshold ($)		Target ($)		Maximum ($)		Actual ($)

Vernon J. Nagel		300		0		3,600		8,100		2,800	(1)
Richard K. Reece		150		0		1,236		2,781		1,100	(1)
Mark A. Black		135		0		1,026		2,309		700	(1)
Jeremy M. Quick		90		0		288		648		335
C. Dan Smith		60		0		135		270		200


							Grant Date Fair
	Number of		Number of Shares				Value of Restricted
	Shares of		Underlying		Exercise Price of		Stock and Stock
Named Executive Officer	Restricted Stock		Stock Option		Stock Option ($)		Option Award ($)


Vernon J. Nagel		36,920		55,060	$	50.56	$	2,800,000
Richard K. Reece		14,500		21,360		50.56		1,100,000
Mark A. Black		9,230		13,770		50.56		700,000
Jeremy M. Quick		4,420		6,590		50.56		335,000
C. Dan Smith		2,640		3,930		50.56		200,000


													Change in
													Pension
													Value and
													Nonquali-
											Non-Equity		fied
											Incentive		Deferred		All
											Plan		Compen-		Other
							Stock		Option		Compen-		sation		Compen-
Name and Principal			Salary		Bonus		Awards		Awards		sation		Earnings		sation		Total
Position	Year		($)		($)(1)		($)(2)		($)(2)		($)(3)		($)(4)		($)(5)		($)

Vernon J. Nagel		2010	$	600,000	$	-0-	$	1,332,902	$	667,210	$	2,200,000	$	935,315	$	47,154	$	5,782,581
Chairman, President and		2009		600,000		-0-		2,000,696		999,348		-0-		919,041		40,530		4,559,615
Chief Executive Officer		2008		600,000		-0-		1,933,920		1,038,016		3,000,000		746,460		38,446		7,356,842
Richard K. Reece		2010		412,000		-0-		467,186		233,412		700,000		257,458		8,820		2,078,876
Executive Vice President		2009		409,000		-0-		838,548		452,766		-0-		211,296		8,652		1,920,262
and Chief Financial Officer		2008		400,000		-0-		664,785		358,512		850,000		131,960		8,280		2,413,537
Mark A. Black		2010		365,000		-0-		333,226		166,803		500,000		316,415		10,080		1,691,524
Executive Vice President,		2009		315,000		-0-		673,820		380,560		-0-		-0-		34,900		1,404,280
Acuity Brands Lighting, Inc.		2008		300,000		-0-		334,407		179,256		570,000		-0-		30,600		1,414,263
Jeremy M. Quick		2010		320,000		-0-		113,866		56,534		300,000		-0-		41,206		831,606
Executive Vice President		2009		317,500		65,000		333,982		166,373		-0-		-0-		43,748		926,603
and Chief Financial Officer, Acuity Brands Lighting, Inc.		2008		310,000		-0-		512,967		157,023		525,000		965		45,044		1,550,999
C. Dan Smith(6)		2010		220,000		-0-		80,376		39,742		200,000		1,232		35,969		577,319
Senior Vice President, Treasurer, and Secretary, Acuity Brands, Inc.		2009		203,750		45,000		188,430		-0-		-0-		1,275		33,657		472,112


	Non-qualified Deferred						Company Match
	Compensation Plan						on Charitable		Total All Other
	Contributions		401(k) Match		Auto Allowance		Contributions		Compensation
	($)		($)		($)		($)		($)

Mr. Nagel	$	33,334	$	8,820	$	-0-	$	5,000	$	47,154
Mr. Reece		-0-		8,820		-0-		-0-	$	8,820
Mr. Black		-0-		10,080		-0-		-0-	$	10,080
Mr. Quick		30,800		9,156		-0-		1,250	$	41,206
Mr. Smith		23,683		8,586		1,200		2,500	$	35,969


															All Other		All Other				Grant
															Stock		Option				Date
															Awards:		Awards:				Fair Value
															Number		Number				of Stock
			Estimated Possible Payouts under						Estimated Possible Payouts under						of Shares		of Securities		Exercise or Base		and
			Non-Equity Incentive Plan Awards(1)						Equity Incentive Plan Awards(2)						of Stock		Underlying		Price of Option		Option
	Grant		Threshold		Target		Maximum		Threshold		Target		Maximum		or Units		Options		Awards		Awards
Name	Date		($)		($)		($)		($)		($)		($)		(#)(3)		(#)(3)		($/Sh)		($)(4)

Vernon J. Nagel			$	-0-	$	1,800,000	$	4,000,000
									$	-0-	$	3,600,000	$	8,100,000
		10/26/09																59,600	$	33.49	$	667,210
		10/26/09														39,800						1,332,902
Richard K. Reece				-0-		535,600		2,249,520
										-0-		1,236,000		2,781,000
		10/26/09																20,850		33.49		233,412
		10/26/09														13,950						467,186
Mark A. Black				-0-		494,000		2,074,800
										-0-		1,026,000		2,308,500
		10/26/09																14,900		33.49		166,803
		10/26/09														9,950						333,226
Jeremy M. Quick				-0-		176,000		739,200
										-0-		288,000		648,000
		10/26/09																5,050		33.49		56,534
		10/26/09														3,400						113,866
C. Dan Smith				-0-		90,000		378,000
										-0-		135,000		303,750
		10/26/09																3,550		33.49		39,742
		10/26/09														2,400						80,376


	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.


	•	~~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 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; and~~

	•	a cash payment representing additional months participation in our qualified or nonqualified deferred compensation plans (36 months for Mr. Nagel, 30 months for Mr. Reece and Mr. Black, 24 months for Mr. Quick, and 18 months for Mr. Smith).


	•	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.~~


	•	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 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.~~


(1)		For benefits related to achange-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, ~~2010,~~2013, using our closing price of ~~$38.74~~$85.50 on August ~~31, 2010~~30, 2013 (less the exercise price of unvested options).


	Health				Additional		Unvested
	and Welfare		Outplacement		Company		Company
Name	Benefits		Services		Contributions (CIC)		Contributions (CIC)

Vernon J. Nagel	$	35,432	$	-0-	$	728,296	$	-0-
Richard K. Reece		29,182		-0-		414,376		-0-
Mark A. Black		23,197		-0-		261,852		-0-
Jeremy M. Quick		22,462		-0-		54,840		155,374
C. Dan Smith		6,775		-0-		39,362		118,915