The Scotts Miracle-Gro Company

01/27/2022 | Press release | Distributed by Public on 01/27/2022 07:41

Management Change/Compensation - Form 8-K

smg-20220127

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
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): January 27, 2022 (January 24, 2022)
_________________________________
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
_________________________________
Ohio 001-11593 31-1414921
(State or other jurisdiction (Commission (IRS Employer
of incorporation or organization) File Number) Identification No.)
14111 Scottslawn Road Marysville Ohio 43041
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (937) 644-0011
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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, $0.01 stated value SMG NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan.

At the Annual Meeting of Shareholders of The Scotts Miracle-Gro Company (the "Company") held on January 24, 2022, the Company's shareholders approved an amendment and restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan (the "Plan") to, among other things, increase the maximum number of common shares, without par value ("Common Shares"), available for grant to participants under the Plan by 1,500,000 Common Shares.

A summary of the Plan, as amended and restated effective January 24, 2022, is contained in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 15, 2021 in connection with the 2022 Annual Shareholders Meeting under the heading "Proposal Number 4 - Approval of Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan" and is incorporated herein by reference.

The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 24, 2022, the Company held its Annual Meeting of Shareholders (the "Annual Meeting") as a virtual meeting and shareholders were able to participate in the Annual Meeting, vote and submit questions via live webcast.

At the close of business on November 29, 2021, the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 55,004,181 Common Shares of the Company issued and outstanding, each share being entitled to one vote. At the Annual Meeting, the holders of 50,336,335 Common Shares, or approximately 92% of the outstanding Common Shares, were represented in person or by proxy and, therefore, a quorum was present.

At the Annual Meeting, the Company's shareholders voted on the following matters:

Proposal 1 - Election of Directors.

Each of David C. Evans, Stephen L. Johnson, Adam Hanft and Katherine Hagedorn Littlefield was elected as a director of the Company to serve for a term expiring at the Annual Meeting of Shareholders to be held in 2025. The results of the vote were as follows:
Votes For Votes Withheld Broker Non-Votes
David C. Evans 43,499,501 1,784,866 5,051,968
Stephen L. Johnson 38,512,005 6,772,362 5,051,968
Adam Hanft 43,300,473 1,983,894 5,051,968
Katherine Hagedorn Littlefield 43,273,985 2,010,382 5,051,968

Proposal 2 - Advisory Vote on the Compensation of the Company's Named Executive Officers.

The compensation of the Company's named executive officers was approved on an advisory basis. The results of the vote were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
44,214,175 887,207 182,985 5,051,968



Proposal 3 - Ratification of the Selection of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2022.

The Audit Committee's selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm was ratified. The results of the vote were as follows:
Votes For Votes Against Abstentions
49,705,973 495,987 134,375

Proposal 4 - To Approve an Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan to, Among Other Things, Increase the Maximum Number of Common Shares Available for Grant Participants.

As discussed in Item 5.02 above, the amendment and restatement of The Scotts Miracle-Gro Company Amended and Restated Long-Term Incentive Plan to, among other things, increase the maximum number of common shares available for grant to participants under the Plan was approved. The results of the vote were as follows:
Votes For Votes Against Abstentions Broker Non-Votes
44,245,235 888,929 150,203 5,051,968

Proposal 5 - Advisory Vote on the Frequency With Which Future Advisory Votes on Executive Compensation Will Occur.

Shareholders expressed a preference for holding an advisory vote on executive compensation every year. The results of the vote were as follows:
One Year Two Years Three Years Abstentions Broker Non-Votes
44,287,415 38,069 764,051 194,832 5,051,968



Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Shell company transactions:
Not applicable.
(d) Exhibits:
Exhibit No. Description
10.1
The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective as of January 24, 2022)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





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 hereunto duly authorized.
THE SCOTTS MIRACLE-GRO COMPANY
Dated: January 27, 2022 By: /s/ IVAN C. SMITH
Printed Name: Ivan C. Smith
Title: Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer




INDEX TO EXHIBITS

Current Report on Form 8-K
Dated January 27, 2022
The Scotts Miracle-Gro Company


Exhibit No. Description
10.1
The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective as of January 24, 2022)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)