UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): APRIL 26, 2005
ACUITY BRANDS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-16583 58-2632672
(State or other jurisdiction of (Commission File Number) (I.R.S.
incorporation or organization) Employer
Identification No.)
1170 PEACHTREE ST., N.E., SUITE 2400, ATLANTA, GA 30309
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 404-853-1400
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Effective as of June 1, 2005, Acuity Brands, Inc. (the "Company")
appointed Edward H. Bastian as Senior Vice President and Chief Financial
Officer. On April 26, 2005, the Company entered into an employment letter (the
"Bastian Letter") with Mr. Bastian. The Bastian Letter is filed with this report
as Exhibit 10.1 and its contents are incorporated by reference into this Item
1.01. The material terms and conditions of the Bastian Letter are summarized in
Item 5.02 below and the contents of such summary are incorporated into this Item
1.01 by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On April 20, 2005, the Company's Board of Directors approved Edward H.
Bastian's appointment as Senior Vice President and Chief Financial Officer. The
approval was subject to and conditioned upon completion of a background check
and execution of an employment letter acceptable to the Company and Mr. Bastian.
A press release announcing the appointment of Mr. Bastian is attached hereto as
Exhibit 99.1.
Mr. Bastian, age 47, has over twenty-five years of financial
experience, most recently serving as Senior Vice President, Finance and
Controller of Delta Air Lines, Inc., a position he held since 1998. Mr.
Bastian's responsibilities at Delta included internal and external financial
reporting, financial planning and analysis, and Sarbanes-Oxley implementation
and compliance. Previously, Mr. Bastian served as Vice President of Finance and
Controller of Frito-Lay International and as a partner with Price Waterhouse in
its audit practice.
Under the terms of the Bastian Letter, Mr. Bastian will be employed as
the Senior Vice President and Chief Financial Officer of the Company on an "at
will" basis. The material terms and conditions of the Bastian Letter are
summarized below, which description is qualified in its entirety by reference to
the provisions of the Bastian Letter attached to this report as Exhibit 10.1.
Effective as of June 1, 2005, Karen J. Holcom, who served as Interim
Chief Financial Officer since the Company's promotion of Vernon J. Nagel to
Chairman and Chief Executive Officer, will no longer serve as Interim Chief
Financial Officer but will continue to serve as Vice President and Controller of
the Company.
Base Pay
As Senior Vice President and Chief Financial Officer, Mr. Bastian will
be paid $31,250 per month, which annualizes to $375,000. Mr. Bastian's salary
will be reviewed annually beginning in October 2005.
Bonus
Mr. Bastian will receive a one-time sign-on bonus of $250,000 which
will be required to be repaid on a pro rata after-tax basis should Mr. Bastian
voluntarily terminate his employment with the Company within three years of June
1, 2005.
Annual Incentive Plan
Mr. Bastian will participate in the Company's Management Compensation
and Incentive Plan, which provides an annual bonus opportunity of 55% of salary
at target performance with a maximum opportunity of 110% of salary.
Long Term Incentive Plan
Mr. Bastian will participate in the Company's Long Term Incentive Plan,
which provides an opportunity for awards calculated as a percentage of Mr.
Bastian's base salary and determined by his position in the Tier 1 award
structure, by the performance of the Company, and by his contribution to that
performance. Beginning in fiscal year 2006, the starting point for any annual
award for Mr. Bastian is his base salary multiplied by 90% adjusted for the
Company's performance in fiscal year ended August 31, 2005 and for individual
performance.
Mr. Bastian will also receive a one-time initial award of 25,000
time-vesting restricted shares of the Company's common stock, which will vest in
four equal annual installments beginning June 1, 2006, and a stock option for
25,000 shares, which will vest in three equal annual installments beginning June
1, 2006 and will have an exercise price equal to the fair market value of the
Company's common stock on June 1, 2005.
Deferred Compensation Plan
Mr. Bastian will be eligible to participate in the Company's
Supplemental Deferred Savings Plan, which currently would allow Mr. Bastian to
defer of up to 50% of his annual cash compensation.
Other Benefits
Mr. Bastian will be eligible to participate in the Company's 401(k)
Plan and the Company's medical, dental, life insurance, disability, and other
benefit programs generally made available to employees of the Company.
Severance Payments
Mr. Bastian will be covered by a Severance Agreement and a Severance
Protection Agreement, which will provide Mr. Bastian with severance payments
under certain circumstances. Such agreements will be on the terms consistent
with the Severance Agreements and Severance Protection Agreements the Company
currently has in effect with its senior vice presidents.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
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10.1 Letter Agreement dated April 26, 2005 between Acuity Brands,
Inc. and Edward H. Bastian.
99.1 Acuity Brands, Inc. press release dated April 27, 2005.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
Undersigned, thereunto duly authorized.
Date: April 27, 2005
ACUITY BRANDS, INC.
By: /s/ Kenyon W. Murphy
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Kenyon W. Murphy
Senior Vice President and
General Counsel