UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

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Acuity Brands, Inc.

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ACUITY BRANDS, INC.

1170 Peachtree Street, NE

Suite 24002300

Atlanta, Georgia 30309

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held January 6, 20127, 2014

By order of the Board of Directors,

C. DAN SMITH

Senior Vice President, Treasurer and Secretary

November 21, 201122, 2013

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

to be Held on January 6, 20127, 2014

The proxy statement and annual report are available at

http://www.bnymellon.mobular.net/bnymellon/ayiwww.edocumentview.com/AYI

TABLE OF CONTENTS

PROXY STATEMENT

The Board is furnishing this information in connection with the solicitation of proxies for the annual meeting of stockholders to be held on January 6, 2012.7, 2014. We anticipate that a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 20112013 Annual Report to Stockholders and how to vote over the Internet or how to request and return a proxy card by mail will first be mailed to our stockholders on or about November 21, 2011. We anticipate that, for22, 2013. For stockholders who previously made a request to receive a paper copy of the proxy materials, we anticipate that a paper copy of the Proxy Statement, 20112013 Annual Report to Stockholders and proxy card and forwill first be mailed on or about November 22, 2013. For stockholders who previously made a request to receive email delivery of the proxy materials, we anticipate that a proxy materials email with instructions on how to access our Proxy Statement and 20112013 Annual Report to Stockholders and how to vote over the Internet will first be mailed or emailed on or about November 21, 2011.22, 2013.

All properly executed written proxies, and all properly completed proxies submitted by telephone or the Internet, that are delivered pursuant to this solicitation will be voted at the meeting in accordance with directions given in the proxy, unless the proxy is revoked prior to completion of voting at the meeting.

Only owners of record of shares of common stock of the Company at the close of business on November 9, 2011,12, 2013, the record date, are entitled to vote at the meeting, or at any adjournments or postponements of the meeting. Each owner of record on the record date is entitled to one vote for each share of common stock held. There were 42,064,97643,035,402 shares of common stock issued and outstanding on the record date.

QUESTIONS RELATING TO THIS PROXY STATEMENT

What is a proxy?

It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card. We have designated two of our officers as proxies for the 20112013 Annual Meeting of Stockholders. These officers are Vernon J. Nagel and Richard K. Reece.

What is a proxy statement?

It is a document that Securities and Exchange Commission (“SEC”) regulations require us to give you when we ask you to vote over the Internet, by telephone, or (if you received a proxy card by mail) by signing and returning a proxy card designating Vernon J. Nagel and Richard K. Reece as proxies to vote on your behalf.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

Pursuant to rules adopted by the SEC, we are permitted to furnish our proxy materials over the Internet to our stockholders by delivering a Notice of Internet Availability of Proxy Materials in the mail. Unless requested, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability of Proxy Materials instructs you on how to access and review the Proxy Statement and 20112013 Annual Report to Stockholders over the Internet athttp://www.bnymellon.mobular.net/bnymellon/ayiwww.edocumentview.com/AYI.The Notice of Internet Availability of Proxy Materials also instructs you on how you may submit your proxy over the Internet, or how you can request a full set of proxy materials, including a proxy card to return by mail. If you received a Notice of Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials provided in the Notice of Internet Availability of Proxy Materials.

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 9, 201112, 2013 is the record date for the annual meeting to be held on January 6, 2012.7, 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 BuyDirectDirect 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 BuyDirectDirect 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:

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:

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 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 matterthese matters if the customers do not provide voting instructions. If your brokerage firm votes your shares on this matterthese 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 theeach routine matter.

When a 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 matter, the brokerage firm cannot vote the shares on that 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 other matters are not considered routine 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.” Because none of the matters contained in this proxy statement other

than the ratification of the appointment of the independent registered public accounting firm is 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, no votes will be cast on your behalf 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 and the approval of the 2011 Nonemployee Director Deferred Compensation Plan 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. Accordingly, if you abstain from voting on 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 election of directors or the advisory vote on the frequency of future advisory votes on executive compensation.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 onto Approve Named Executive Officer Compensation:    The advisory vote onto approve named executive officer compensation will be determined by a majority of votes cast affirmatively or negatively.

Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation:    Unlike the other proposals you are voting on, there is no threshold vote that must be obtained for this proposal to “pass.” Rather, the Board will take into consideration the outcome of the vote in setting a policy with respect to the frequency of future advisory votes on named executive officer compensation.

Approval of 2011 Nonemployee Director Deferred Compensation Plan:    The approval of the 2011 Nonemployee Director Deferred Compensation Plan will be determined by a majority of votes cast affirmatively or negatively.

Any other matters:    The voting results of 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 6, 20127, 2014

The proxy statement and annual report are available at

http://www.bnymellon.mobular.net/bnymellon/ayiwww.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?

Pursuant to a policy adopted by the Board, stockholders and other interested parties may communicate directly with the Board as a group or 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.”

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 assessmentself-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.    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.”

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:

During the fiscal year ended August 31, 2011,2013, the Board met sixfour times. All but two 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, and the remaining two directors attended at least 90% of the total meetings held by the Board and the committees on which the director served.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 byand 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:

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 20112013 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, the chief financial officer and the general counsel of our lighting business without other management present. The Board has determined that Messrs. Guynn, McCullough, Pileggi, and 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 five meetings during the 20112013 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 ExchangeNYSE 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 20112013 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 20112013 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, 20112013 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 20112013 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:

Annual Director Fees

In fiscal year 2011, 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 to be deferred under the terms of the deferred compensation plan described below, and the remaining fees can be paid in cash or deferred at the election of the director.

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 year 2012.

Deferred Compensation Plan

Non-employee directors are required to defer one-half of their2013 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 remainingfirst 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 forby non-employee directors. The deferred amounts can bedirectors 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

EachIn fiscal year 2013, each non-employee director iswas subject to a stock ownership requirement that requiresrequired the director to attain ownership in Acuity Brandsour common stock valued at four$400,000, equal to five times the annual cash retainer fee currently $65,000.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 Year 20112013

The following table sets forth information concerning the fiscal year 20112013 compensation of our non-employee directors:

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.

Mr. Robinson, and 9,075 for Mr. Williams. For fiscal year 2008, 2009 and 2011, respectively, the Company granted Messrs. Guynn, Harnett and Wesley restricted stock in connection with their initial appointment to the Board. 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.

BENEFICIAL OWNERSHIP OF THE COMPANY’S SECURITIES

The following table sets forth information concerning beneficial ownership of our common stock as of November 9, 2011,12, 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. 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.

(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 2012, 2013,2014 and 2015, September 2014 April 2012 and 2013,2015, and October 2012, 2013, 2014, 2015, 2016, and 2015.2017. The executives have sole voting power over these restricted shares. Restricted shares are included for the following individuals: Mr. Black, 32,11222,276 shares; Mr.Messrs. Browning, Guynn, Harnett, 196McCullough and Robinson and Ms. North, 927 shares; Mr. Nagel, 106,45075,380 shares; Mr. Pileggi, 210 shares; Mr. Reece, 49,07227,946 shares; Mr. Wesley, 3341,038 shares; and all current directors and executive officers as a group, 188,164132,412 shares.

(7)

This information is based on a Schedule 13G/A filed with the SEC by T. Rowe Price Associates, Inc., 100 E. Pratt Street, Baltimore, Maryland 21202, on June 10, 2011February 11, 2013 containing information as of MayDecember 31, 2011.2012.

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 during fiscal year 2011 with2013, except that, due to an administrative error by the exception of aCompany, the Form 4 by Mark A. Black, whichfor Mr. Browning’s October  4, 2012 option exercise was filed three days 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:

We compile a list of all such persons and entities and it has beenentities. The list is reviewed and updated we distribute itand 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 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 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. Our By-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, Peter C. Browning, Ray M. RobinsonGordon D. Harnett, Robert F. McCullough, and Norman H. Wesley,Dominic J. Pileggi, expire at this annual meeting. Messrs. Browning, RobinsonHarnett, McCullough, and WesleyPileggi have been nominated for re-election at the annual meeting. If elected, Messrs. Browning, Robinson and Wesleythey will hold office for three-year terms expiring at the annual meeting for fiscal year 20142016 or until their successors are elected and qualified.

In recommending Mr. Browning for reelection, the Board’saddition, our Corporate Governance Committee specifically considered Mr. Browning’s former service on the board ofGuidelines provide that directors of Wachovia Corporation, including his service on several board committees, and the implications of his service on our stockholders. The Governance Committee determined that Mr. Browning is a highly capable individual who brings significant business experience, including as a former chief executive officer of two manufacturing companies and expertise in a number of critical areas to our Board, and unanimously recommended that hewill not be nominated for reelectionelection after their 72nd birthday and are expected to offer to resign as of the annual meeting following their 72nd birthday. The term of Mr. Browning, who is 72 years old, expires at the annual meeting for 2014. Pursuant to the Board.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 allow Mr. Browning to continue to serve beyond his 72nd birthday.

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.

The three director nominees listed below are currently directors of the Company. 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.Company.

Director Nominees for Terms Expiring at the 20142016 Annual Meeting

PETER C. BROWNING

RAY M. ROBINSON

NORMAN H. WESLEY

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

Directors with Terms Expiring at the 2012 or 2013 Annual Meetings

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

GEORGE C. GUYNN

GORDON D. HARNETT

ROBERT F. McCULLOUGH

DOMINIC J. PILEGGI

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

Continuing Directors with Terms Expiring at the 2014 or 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

GEORGE C. GUYNN

VERNON J. NAGEL

JULIA B. NORTH

NEIL WILLIAMSRAY M. ROBINSON

NORMAN H. WESLEY

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 E&Y as the independent registered public accounting firm to audit our financial statements for the fiscal year ending August 31, 2012.2014. 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 20112013 and fiscal year 20102012 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 evaluationsin 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 controlscontrol over financial reporting, and (3) discussincluding 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.controls and the independent registered public accounting firm’s audit of internal control over financial reporting.

The Audit Committee received from E&Ydiscussed with the required written disclosuresCompany’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Committee meets with the internal auditors and the letter from E&Y regarding their independenceindependent registered public accounting firm, with and the report regardingwithout management present, to discuss the results of their integrated audit. In connection with its reviewexaminations; their evaluations of the Company’s internal control, including internal control over financial statementsreporting; and the auditors’ required communications and reports, the membersoverall quality of the Audit Committee discussed with a representative of E&Y their independence, as well as the following: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 on Form 10-K for the fiscal year ended August 31, 20112013 for filing with the SEC.

AUDIT COMMITTEE

Robert F. McCullough, Chairman

George C. Guynn

Dominic J. Pileggi

Norman H. Wesley

Neil Williams

FEES BILLED BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table sets forth the aggregate fees billed during the fiscal years ended August 31, 20112013 and 2010:2012:

Audit Fees include fees for services rendered for the audit of our annual financial statements, the review of the interim financial statements included in quarterly 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 for services rendered in connection with our debt offering.

Audit-Related Fees for 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 fiscal years 20112013 and 2010.2012.

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) of Regulation 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 20122014 or 20132015 Annual Meetings.”

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

RICHARD K. REECE

MARK A. BLACK

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 this Proxy Statement for fiscal 20112013 for filing with the SEC.

The Compensation CommitteeCOMPENSATION 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 20112013 compensation program for the named executive officers namedlisted 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 2011, 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 alsoFinally, we describe the key factors the Compensation Committee considered in determining fiscal 20112013 compensation for the named executive officers.

For fiscal 2011,2013, our named executive officers are:

Executive SummaryKey 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 tois “pay for performance” for upper-quartile performance.”

Despite the continuing challenges of the economy, fiscal 2011 was a good year for us financially. We met or exceeded our target objectives for diluted earnings per share, operating profit, consolidated operating profit margin, and cash flow, the key performance measures under our annual cash and equity incentive awards. In making compensation decisions, the Compensation Committee took into account thesethe 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:

When looking at our performance over the longer term, we have achieved a five-year annualized total return of 6.7%, compared with 4.6% for the S&P Midcap 400 Index, 2.7% for the Dow Jones U.S. Electrical Components & Equipment Index, and -2.2% for the Dow Jones U.S. Building Materials & Fixtures Index over the same period. In addition, we achieved a five-year compounded annualized growth rate inFiscal 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 operationsfiscal 2013 acquisitions, and impact from a change in the United Kingdom (“U.K.”) corporate tax rate.

At August 31, 2013, the 1, 3, and 5-year annualized total returns on the Company’s common stock exceeded that of 6.9%.each of its respective benchmark indexes as noted in the following table:

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:

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Equity incentive awards (granted in October 20112013 based upon fiscal 20112013 performance) were approved at approximately 125%107% of target and were granted in the form of two-thirds in restricted stock and one-third in stock options, which the Committee believed offered a total equity incentive opportunity aligned with shareholder interests with the appropriate balance of risk, long-term company stock price performance, and retention.

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The Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan (“2002 SERP”) was amended in October 2012 following a competitive assessment of executive retirement benefits which effectively increased participant benefits. Each of our named executive officers participates in the 2002 SERP. The amendments included (a) increasing the monthly benefit multiplier to 2.8% and (b) revising the determination period for average cash compensation to be the average for the three highest consecutive year period during the participant’s service with the Company.

The Compensation Committee undertook its annual risk assessment of our compensation program for fiscal 2011.2013. 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 challengingIn fiscal 2013, we continued to successfully execute our strategy to extend our leadership position in fiscal 2011. New U.S. non-residentialthe 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 primaryand more focused on growing portions of the market, for us, declined approximately 5% compared toincluding renovation and lighting control solutions that enhance the prior year due to weak economic conditions, including high unemployment and restrictive credit standards for commercial and industrial development. Despite these challenges, fiscal 2011visual environment while optimizing energy usage.

Fiscal 2013 net sales of $1.8 billion increased over 10%rose 8.0% to a record $2.1 billion. Operating profit for fiscal 2013 was $221.5 million compared with the prior year. The growth in net sales was due primarily to an approximate 5% increase in unit volume shipments, 3% associated with acquisitions, and 2% favorable change in price/mix of products sold.

Consolidated operating profit margin was 10.5%, up approximately 80 basis points compared with$208.0 million for the year-ago period. Income from continuing operationsNet income for fiscal 2013 was $105.5$127.4 million an increase of 34% compared with $116.3 million for fiscal 2010.2012. Diluted earnings per share from continuing operationsfor fiscal 2013 and 2012 were $2.42, an increase$2.95 and $2.72, respectively. Excluding the impact of 35% comparedspecial charges for streamlining activities, temporary manufacturing inefficiencies, and expenses associated with the year-ago period.fraud at the freight payment and audit service firm formerly retained by the Company, adjusted operating profit 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 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, adjusted earnings per share increased to $3.31, a 10.3% increase over the prior year.³

In fiscal 2011,2013, we generated $161$132.3 million in net cash from operating activities and $138$91.7 million in free cash flow (defined as net cash provided by operating activities minus purchases of property, plant, and equipment). Fiscal 2011 is the seventh out of the last eight years where we have generated free cash flow in excess of our net income. Additionally, we ended fiscal 20112013 with a cash balance of $170over $359.1 million, while investing $90 million in acquisitions and $23$40.6 million in capital expenditures and $25.5 million for acquisitions and paying $23$22.4 million of dividends to stockholders, and repurchasing $61 million of company stock.stockholders.

On the strategic front, we accomplished a number of items in fiscal 2011. We completed four key acquisitions in fiscal 2011, continuing our efforts to diversify our product portfolio and expand our addressable market. We also continued to invest in areas representing significant future growth potential, including maintaining our pace of introductions of new products, creating more than 100 new product families for the third year in a row, expanding our portfolio of energy-efficient luminaires, lighting control solutions, and now LED-based lamps.2013. We continued to focus on extending our leadership position in North America, while diversifying our product portfolio and expanding our channels to market, making us less reliant on new construction. We made stridescontinued to invest in four key areas representing significant future growth potential, including the continued rapid introduction of strategic focus: customer service; pricing and margin management; geographical channel and product portfolio expansion (including significant additions to our sustainableinnovative and energy-efficient productsluminaires and solutions);lighting control solutions and Company-wide productivity.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 headcount through the realignment of responsibilities within various selling, distribution, and administrative departments.

Compensation Design and Philosophy

The executive compensation program is designed to:

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

the case of Mr. Nagel), plus significant at-risk performance-based variable annual cash and 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:

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 industriallighting solutions company capable of consistently delivering long-term upper-quartile financial performance. We define upper-quartile performance using specific metrics, including:

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 compensation for 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 equity incentive awards) of our named executive officers with expectations for sustained long-term upper-quartile Company performance. This places eachEach executive officer’s total direct compensation opportunity is therefore subject to considerable leverage—mediummedian or lower fixed pay in the form of base salary andcoupled with a wide range of possible outcomes with respect to annual cash and 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 cash and equity incentive award targets are structured to provide an opportunity for him to earn annual cash and long-termequity-based compensation at the upper quartile of competitive compensation as compared to the peer group, if targetedupper 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 annual incentives and long-term performance. We address this in several ways.ways:

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.

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Awards under the 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-TermEquity 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 2011,2013, the Compensation Committee engaged the compensation consulting firm of Pay Governance LLC.LLC (“Pay Governance”). Pay Governance 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, Pay Governance performed the following services for the Compensation Committee in fiscal 2011,2013, in addition to preparation for and attendance at meetings of the Compensation Committee:

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

In September 2013, the Compensation Committee 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 consulting firm’s total revenue; (3) policies or procedures maintained by the 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 Compensation Committee; (5) any company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. The Compensation Committee reviewed these factors and concluded that the consultant is independent and that the work of the consultant did not raise any conflict of interest.

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. For fiscal 2011,2013, the Committee requested that Pay Governance

perform this comparison, and Pay Governance provided compensation data for purposes of the chief executive officer’s compensation review and for the other named executive officers. In each case, the total sample of survey participants was narrowed to include only those companies of comparable-size.

For purposes of analyzing named executive officer compensation, at the request of the Compensation Committee, 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, 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 and includes primarily industrial machinery, electrical components and equipment, and building products companies with size and financial characteristics generally comparable to us:

Several companiesOne company that had been part of theour peer group in fiscal 2010, including Brinks Co., Columbia Sportswear Co., Phillips Van Heusen Corp., Railcorp Holdings Inc. and Tupperware Brands Corp. were2012, Cooper Industries PLC, was eliminated as they were no longer an appropriate comparison in terms of industry.

In addition to the peer group, the Compensation Committee also considered the general published survey data from the Towers Watson 2011 General Industry Executive Compensation Database.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 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 annual cash and 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 riskbased 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 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.

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:

The compensation program also includes minimal perquisites and other personal benefits (primarily a charitable contribution match in fiscal 2011 for Messrs. Nagel and Quick)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
		• Encourage long-term retention through three-year and four-year vesting periods for awards; and
		• Align management compensationinterests of executives with intereststhose of stockholders.
Post-terminationPost-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, although it is set much lower in the case of Mr. Nagel, as described below. For the named executive officers, the Compensation Committee considers the peer group data and general survey data described above in determining market levels.

In accordance with our “paypay 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. In light of the continuing economic environment, the chief executive officer recommended and the Compensation Committee approved noFor fiscal 2013, 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 for the named executive officers forwere based on market data and in recognition of strong company performance in fiscal 2011.2012.

Incentive Compensation Programs

As part of our “pay for performance” philosophy, a substantial portion of our named executive officers’ total compensation opportunity is provided in the form of annual incentive awards consisting of two at-riskperformance-based elements: cash and equity. Annual cash incentive awards are earned only if we achieve specific annual corporate and individual performance objectives, which we believe focuses our executives’ efforts on corporate results that directly impact our stock price and link individual performance to our long-term strategic plan. Similarly, equity incentive awards are earned only if we achieve specific annual corporate 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 corporatecompany 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-riskperformance-based component of overall compensation. Annual cash incentive awards are made under the Acuity Brands, Inc. 20072012 Management Compensation andCash Incentive Plan (the “Annual Cash Incentive Plan”), which was approved by Acuity Brands’ stockholders at the January 20082013 annual meeting. The Annual Cash Incentive Plan is designed to motivate executive officers to attain specific 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 unitcompany 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, theThe 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, atAt 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 cash incentive award is measured and determined based on Company-wide performance or business unit performance, as appropriate for that named executive officer.

Fiscal 20112013 Financial Performance Measures and Weighting

The performance measures and weighting for fiscal 20112013 awards were established by the Compensation Committee and ratified by the Board of Directors early in fiscal 2011,2013, based on our expectationslong-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 2010.2012.

Performance measures are calculated as follows:

For Company performance, adjusted

Each of the performance measures are adjusted to exclude the impact of theof: (i) streamlining activities efforts and asset impairments, (ii) 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 the distortive effect of acquisitions. 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 fromacquisitions, (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 the distortive effect of acquisitions. Adjusted operating profit margin is calculated as adjusted operating profit divided by net sales. Adjusted cash flow is calculated as cash flow from operations, minus capital expenditures, plus cash receivedappearing in our Annual Report on sale of property, plus or minus cash flow from foreign currency fluctuations, and excluding cash used for acquisitions.Form 10-K.

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,by:

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 officersThey 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 theeach 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 2011.2013.