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

2)	Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)	Proposed maximum aggregate value of transaction:

5)	Total fee paid:

¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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•	voting again by the Internet or by telephone prior to 11:59 p.m. Eastern Time, on January 3, 2019;

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

•	voting in person at the annual meeting.

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•	Certificate of Incorporation

•	By-Laws

•	Corporate Governance Guidelines

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

•	Statement of Rules and Procedures of Committees of the Board

•	Policy Regarding Interested Party Communications with Directors

•	Policy on Stockholder Recommendations for Board of Director Candidates

•	Foreign Corrupt Practices Act Compliance Policy

•	Code of Ethics and Business Conduct

•	Whistleblower and Non-Retaliation Policy

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•	Environmental principles, which strive to reduce the environmental impact of our innovative products, facilities and supply chain;

•	Social principles, which aim to maintain a safe and healthy workplace and focus on employee and community engagement; and

•	Governance principles, which focus on maintaining strong internal controls to promote honesty, integrity, and transparency.

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

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

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

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

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

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

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

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

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(1)

The $80,000 payable to the director in cash along with any chairman or excess meeting fees may be deferred at the election of the director into either stock units to be paid in shares following retirement from the Board or credited to an interest-bearing account to be paid in cash following retirement from the Board. The $125,000 non-cash portion of the annual director fee may, at the election of the director, be granted in vested stock if the director’s stock ownership exceeds the stock ownership requirement. The following table sets forth the allocation of the non-cash portion of fiscal year 2018 annual fees to each director:

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

(3)	When Mr. Dillard joined our Board in September 2017, he received a grant of restricted stock with a value of $20,000 that vests ratably over three years. The number of shares received was determined by dividing the intended value of $20,000 by the closing price of the stock on the date of grant, rounded to the nearest whole share.

(4)	Total compensation for Mr. Harnett represents less than a full-year of compensation due to his retirement from the Board in January 2018.

(5)	The cash compensation for Messrs. McCullough and Pileggi includes amounts paid for serving as Audit Committee chair for a portion of the fiscal year. Mr. Pileggi became Audit Committee chair in January 2018.

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

(2)	Includes shares that may be acquired within 60 days of November 9, 2018 upon the exercise of employee stock options, as follows: Mr. Nagel, 160,546 shares; Mr. Reece, 58,894 shares; and all executive officers as a group, 219,440 shares.

(3)

Includes time-vesting restricted shares granted under our Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan, portions of which vest in March 2019 and 2020, June 2019, September 2019, and 2020, October 2019, 2020, 2021 and 2022, and November 2019, 2020 and 2021. The executives have sole voting power over these restricted shares. Restricted shares are included for the following individuals: Mr. Nagel, 31,681 shares; Mr. Reece, 18,827 shares; Mr. Vernerey, 16,220 shares; Mr. Dillard, 78 shares; Ms. Winston, 64 shares; and all current directors and executive officers as a group, 63,908 shares.

(4)	Based on aggregate of 40,089,097 shares of Acuity Brands common stock issued and outstanding as of November 9, 2018.

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

(6)	This information is based on a Schedule 13G/A filed with the SEC by The Vanguard Group, 100 Vanguard Blvd., Malvern, Pennsylvania 19355, on March 12, 2018 containing information as of February 28, 2018.

(7)	This information is based on a Schedule 13G/A filed with the SEC by BlackRock, Inc., 55 East 52nd Street, New York, New York 10022, on July 10, 2018 containing information as of June 30, 2018.

(8)	This information is based on a Schedule 13G filed with the SEC by Generation Investment Management LLP, 20 Air Street, 7th Floor, London, United Kingdom W1B 5AN, on February 14, 2018 containing information as of December 31, 2017.

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•	a list of immediate family members of each director or executive officer;

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

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

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

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

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

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

•	Laurent J. Vernerey, Executive Vice President and President of Acuity Technology Group.

•	Mark A. Black, former Executive Vice President and President of Acuity Brands Lighting, Inc., who ceased being an executive officer on January 1, 2018, and fully retired from the Company on April 30, 2018. Due to his retirement, Mr. Black was not eligible to participate in any of the incentive compensation plans for fiscal 2018.

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

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

•	Successful completion and integration of strategic acquisitions;

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

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

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•

Base Salaries. There were no changes to the base salary and individual target percentages for Vernon J. Nagel, Chairman, President and Chief Executive Officer. Richard K. Reece, Executive Vice President and Chief Executive Officer, received a base salary increase to $475,000 from $455,000. Mr. Reece’s individual incentive target percentage under the Annual Cash Incentive Plan was increased to 125% from 120%, and his individual incentive target percentage under the Equity Incentive Plan was increased to 175% from 170%. Mr. Reece’s increases in salary and individual incentive target percentages were based on market data and his performance for fiscal 2017. Laurent J. Vernerey, Executive Vice President and President of Acuity Technology Group joined the Company during fiscal 2018.

•	Incentive Compensation. No annual cash incentive payments under the Annual Cash Incentive Plan were awarded to the named executive officers and no payouts of equity incentive awards were made.

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Other Compensation. Although the minimum threshold performance objectives set for our annual variable incentive compensation programs were not achieved, the Compensation Committee granted discretionary cash bonus awards to Messrs. Reece and Vernerey and discretionary equity awards to Messrs. Nagel, Reece and Vernerey. The Compensation Committee and Board believed the discretionary bonus and equity awards appropriately recognized the strong leadership, performance, and contributions of Acuity Brands’ executive management team, which were crucial in a year in which the Company faced a difficult market environment. The Compensation Committee and Board considered the motivation and retention of the executive management team to be of paramount importance to the Company and its stockholders as Acuity Brands moves forward in the execution of its long-term strategic plan. In addition, the Board expressed full confidence in and support of Mr. Nagel’s continued prominent role in leading Acuity Brands in the years ahead. Mr. Nagel received no cash bonus and a discretionary equity award of $2,500,000. Messrs. Reece and Vernerey each received a discretionary cash bonus of $750,000 and a discretionary equity award of $1,050,000. In lieu of awarding Mr. Nagel a discretionary annual bonus, the Compensation Committee and Board felt that it was more important to award Mr. Nagel with a $2,500,000 long-term equity grant for his 2018 performance, which better aligns with the prominence of his role as CEO and the leader of the Company’s long-term business strategy.

•	Severance Agreements. The severance agreement for Mr. Reece was amended to adjust the multiplier used in the severance payout formula for calculating the payment of a cash amount equal to Mr. Reece’s gross salary multiplied by a specified percentage to match his individual incentive target approved by the Compensation Committee under the Annual Cash Incentive Plan.

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

•	Provide rewards to executives who create value for stockholders;

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

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

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

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

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

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

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

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

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

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

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•	Base salary;

•	Performance-based annual cash incentive awards;

•	Performance-based annual equity incentive awards (with 3 or 4-year vesting periods); and

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

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

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

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

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

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

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

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

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(1)

For fiscal 2018, performance results were adjusted to exclude the performance of acquisitions (Lucid Design Group and IOTA Engineering) and professional fees incurred to acquire the businesses. Additionally, performance results were adjusted to exclude the net special charge for streamlining activities less the financial benefits from such activities, gain associated with the sale of the Company’s Spanish lighting business, benefit of share repurchases, and the benefit from the reduction in the income tax rate due to the passage of the Tax Cuts and Jobs Act in December 2017. Adjusted performance measures do not add back amortization expense for acquired intangible assets and share-based compensation expense.

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

(2)	Mr. Black was not eligible for an annual cash incentive award due to his retirement in fiscal 2018.

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(1)	Mr. Black was not eligible for an equity incentive award due to his retirement in fiscal 2018.

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

•	The definition of actuarial equivalent (with respect to accrued benefits other than the participant’s vested accrued benefit as of December 31, 2004) was changed. Prior to the amendment, the definition of actuarial equivalent used an interest

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

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

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

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

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

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

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

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

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

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(1)	Messrs. Reece and Vernerey received discretionary cash bonuses for fiscal 2018 in recognition of their the individual performance and to aligned their long-term interests with that of stockholders. For more information, see “Compensation Discussion and Analysis–Elements of Executive Compensation–Fiscal 2018 Annual Cash Incentive Award.

(2)

Represents the aggregate grant date fair value of restricted stock and option awards granted during the applicable fiscal year. The stock and option awards for Messrs. Nagel and Reece were based on fiscal 2017 performance. The stock award for Mr. Vernerey represents an initial grant of restricted stock upon his employment with the Company on November 1, 2017. The assumptions used to value option awards granted in and prior to fiscal 2018 can be found in Note 9 to our consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended August 31, 2018. Restricted stock awards are valued at the closing price on the NYSE on the grant date. For information regarding stock and options awards granted in fiscal 2019 based on fiscal 2018 performance, see “Compensation Discussion and Analysis–Equity Incentive Awards–Fiscal 2018 Equity Incentive Awards.”

(3)	Represents amounts earned under the Annual Cash Incentive Plan for the applicable fiscal year. For fiscal 2018, no annual cash incentive payments were awarded to the named executive officers. For more information, see “Compensation Discussion and Analysis–Elements of Executive Compensation–Fiscal 2018 Annual Cash Incentive Award.”

(4)

Represents the increase or decrease in the actuarial present value of benefits under the SERP. The decrease in the pension value for fiscal 2018 for Messrs. Nagel, Reece and Black was attributable to an increase in the discount rate. The increase in the pension value for fiscal years 2016 and 2017 was primarily attributable to an increase in accrued benefits resulting from higher average annual compensation earned through fiscal 2016. The increase in pension value for fiscal 2016 was also attributable to a decrease in the discount rate. There are no above-market earnings for our deferred compensation plans. For more information, see “Pension Benefits in Fiscal 2018” and “Fiscal 2018 Nonqualified Deferred Compensation.”

(5)	For fiscal 2018, All Other Compensation includes the following:

(a)	The separation payment shown for Mr. Black consists of a $543,715 lump sum paid in lieu of the value of a restricted stock award scheduled to vest on June 1, 2018 as his retirement date was mutually agreed to be accelerated to April 30, 2018. See “Executive Compensation – Potential Payments upon Termination or Change in Control – Separation Payment” for additional information.

(6)	Mr. Vernerey joined the Company on November 1, 2017. Mr. Black’s role and responsibilities were reduced on December 21, 2017 and he retired from the Company on April 30, 2018.

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(1)	These columns show the possible fiscal 2018 payout for each named executive officer under the Annual Cash Incentive Plan if the threshold, target, or maximum goals were achieved. For fiscal 2018, no payouts were awarded. See “Compensation Discussion and Analysis–Elements of Compensation–Fiscal 2018 Annual Cash Incentive Award” for a description of the program.

(2)

These columns show the potential value, in dollars, of the fiscal 2018 equity payout for each named executive officer for annual equity incentive awards if the threshold, target, or maximum goals were achieved. Target and maximum awards assume a PMP Payout Percentage of 100% and 150%, respectively. For fiscal 2018, no equity incentive awards were earned, however, the Compensation Committee granted discretionary awards which were granted on October 24, 2018. Because the grants were made after the end of the fiscal year, they do not appear in the table. See “Compensation Discussion and Analysis–Elements of Compensation–Fiscal 2018 Equity Incentive Awards” for a description of the program.

(3)

These columns show the number of restricted shares and stock options granted on October 25, 2017 to Messrs. Nagel and Reece as equity incentive awards with respect to fiscal 2017 performance. The restricted shares for Mr. Vernerey were granted when he joined the Company in November 2017. Mr. Black did not receive restricted shares or stock options for fiscal 2017 performance due to his planned retirement in fiscal 2018. The restricted stock grants vest ratably in four equal annual installments beginning one year from the grant date, except a portion of Mr. Vernerey’s restricted stock award (2,414 shares) was designated as a sign-on bonus and vest one year from the grant date. Dividends are paid on the restricted shares at the same rate as for other outstanding shares; dividends accrue and are only paid when the underlying restricted shares vest. The stock options vest ratably in three equal annual installments beginning one year from the grant date and expire at the end of ten years.

(4)

This column shows the grant date fair value of the restricted stock and the stock options under the Accounting Standards Codification Topic 718. The grant date fair value of restricted stock awards is calculated using the closing price of our common stock on the NYSE on the grant date. The grant date fair value of the stock options is calculated at the time of the award using the Black-Scholes Model. The assumptions used to value option awards granted can be found in Note 9 to our consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended August 31, 2018.

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(1)	The market value is calculated as the product of (a) $152.84 per share, the closing market price of our common stock on the NYSE on August 31, 2018, the last trading day of the fiscal year, multiplied by (b) the number of shares that have not vested.

(2)	Mr. Black retired from the Company on April 30, 2018. According to the provisions of his award agreements, all unvested restricted shares and unvested stock options were forfeited as of that date; vested stock options will remain exercisable for the lesser of five years from his retirement date or the expiration of the stock option.

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

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

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

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The definition of actuarial equivalent (with respect to accrued benefits other than the participant’s vested accrued benefit as of December 31, 2004) was changed. Prior to the amendment, the definition of actuarial equivalent used an interest rate equal to the lesser of 7% per annum or the yield on 10-Year U.S. Treasury Bonds plus 1.5%; after the amendment, an interest rate equal to the lesser of 2.5% per annum or the yield on 10-Year U.S. Treasury Bonds will be used.

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

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

(1)

The accumulated benefit in the SERP is based on service and earnings (base salary and bonus, as described above) considered by the SERP for the period through August 31, 2018. The present value has been calculated assuming the benefit is payable commencing at a retirement of age 65, except for Mr. Black whose present value was calculated based on an initial distribution date of November 1, 2018. The discount rate assumed in the calculation is 3.90% compared with 3.45% in the prior year.

(2)	The SERP payment of $3,413,650 that was owed to Mr. Black for the period beginning May 1, 2018 through August 31, 2018 was paid on November 1, 2018 in accordance with the delayed payment requirements of Section 409A.

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(1)

Amount shown in this column reflects an immediately vested annual contribution to the deferred compensation plan for Mr. Nagel in replacement of benefits lost when the prior SERP was frozen. The amount is also reported in the “All Other Compensation” column in the Fiscal 2018 Summary Compensation Table. Company contributions and related earnings become vested in accordance with the terms of the plan or upon a change in control.

(2)	None of the earnings in fiscal 2018 were considered above-market earnings, as defined by the SEC.

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

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

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

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

•	an insolvency or bankruptcy filing by us; or

•	a material breach by us of the severance agreement.

•	a material diminution in authority, duties or responsibilities, which, in executive’s judgment, represents an adverse change in status, title, position or responsibilities;

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

•	requiring the executive to be based more than 50 miles from the primary workplace where executive is currently based, except for reasonably required business travel; or

•	a material breach by us of the severance agreement.

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

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

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

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

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

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

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

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

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

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

•	for Mr. Vernerey, an amount equal to his accrued but unused vacation.

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

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

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

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

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

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1.

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

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

•	a pro rata bonus for the year of termination;

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

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

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

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

•	the acquisition of 20% (for Mr. Vernerey, 30%) or more of the combined voting power of our then outstanding voting securities;

•	a change in more than one-third of the members of our Board of Directors (for Mr. Vernerey, 50% of the members of the Board of Directors) who were either members as of the distribution date or were nominated or elected by a vote of two-thirds of those members or members so approved;

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

•	consummation of a complete liquidation or dissolution or the sale or other disposition of all or substantially all of our assets; or

•	for Mr. Vernerey, the approval by stockholders of the sale of all or substantially all of the assets of the Company or any merger, consolidation, issuance of securities or purchase of assets, the result of which would be the occurrence of any of the events described in the prior two bullets.

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

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

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

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

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

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

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

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

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

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

•	a material diminution in authority, duties or responsibilities, which, in executive’s judgment, represents an adverse change in status, title, position or responsibilities;

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

•	requiring the executive to be based more than 50 miles from the primary workplace where executive is currently based, except for reasonably required business travel; or

•	a material breach by us of the severance agreement.

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

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

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

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

(2)	The value realized on unvested equity awards represents the difference between the fair market value of unvested awards at August 31, 2018, using our closing price of $152.84 on August 31, 2018 (less the exercise price of unvested options). No payment is made for unvested options where the exercise price is greater than our closing price on August 31, 2018.

(3)

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

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

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(5)

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

(6)

The change in control agreement for Mr. Vernerey provides that if the payments to be made under the change in control agreement would be subject to excise tax, (a) the net benefit after excise payments will be compared to (b) the net benefit if covered payments are limited to the extent necessary to avoid excise payments. If the net amount payable in (a) is less than that payable under (b), then the payment will be reduced in a manner that maximizes Mr. Vernerey’s economic position.

(7)	Information shown represents amounts paid to Mr. Black pursuant to the Release Agreement as described above under “Separation Payments.”

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•

We reviewed the total headcount as of August 31, 2018, the measurement date, in each of the jurisdictions in which we conduct business and determined pursuant to the de minimis exemption rule that we could exclude approximately 489 employees in international locations other than Mexico, which represents less than 5% of our employee population. The excluded employees are located in each of following jurisdictions: Canada (219), United Kingdom (115), France (70), Netherlands (68), China (12), Germany (3), Italy (1) and Sweden (1). We included all full and part-time employees and excluded our CEO, independent contractors, and leased workers.

•	We therefore included 12,413 employees of our 12,902 total employee population, or 96.3%, as of the measurement date in our analysis.

•

We then calculated the total cash compensation for the 12-months prior to the measurement date for all individuals who were employed on the measurement date. We converted non-U.S. employee total cash compensation to U.S. dollars using the rate used in the preparation of the Company’s financial statements as of August 31, 2018, which is the fiscal year average. We believe the use of total cash compensation is an appropriate consistently applied compensation measure for purposes of this analysis.

•	Using this annual cash compensation data, we identified the median employee.

•	Once the median employee was identified, the total annual compensation for that median employee was determined in the same manner as the “Total Compensation” shown for Mr. Nagel in the Summary Compensation Table.

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

•	Provide rewards to executives who create value for stockholders;

•	Align the interest of executives with those of stockholders;

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

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

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(1)	Includes the Amended and Restated 2012 Plan that was approved by our stockholders in January 2018, the 2006 Nonemployee Directors’ Deferred Compensation Plan (the “2006 NEDC”) that was approved by our sole stockholder in November 2001, and the 2011 Nonemployee Director’s Deferred Compensation Plan (the “2011 NEDC”) that was approved by our stockholders in January 2012.

(2)	Includes 342,605 stock options, 34,212 restricted stock units and 130,633 deferred stock units.

(3)	Represents weighted-average exercise price of stock options outstanding noted above in footnote 2.

(4)	Represents the number of shares available for future issuance under stockholder approved equity compensation plans, including, 1,639,653 shares available for grant without further stockholder approval under the Amended and Restated 2012 Plan and 278,915 shares available for issuance without further stockholder approval under the 2011 NEDC. No further awards may be granted under the 2006 NEDC.

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