Central Garden & Pet Reports Officer Changes & Shareholder Vote

TL;DR

**Central Garden & Pet filed an 8-K for officer changes and shareholder votes, but no specific details were provided in this excerpt.**

AI Summary

Central Garden & Pet Company filed an 8-K on February 15, 2024, reporting events that occurred on February 9, 2024. The filing indicates changes in directors or officers, including appointments and compensatory arrangements. Additionally, the company submitted matters to a vote of security holders, though specific details regarding the individuals, compensation, or voting outcomes are not provided in this filing excerpt.

Why It Matters

Changes in leadership and executive compensation can signal strategic shifts or operational adjustments within a company, potentially impacting future performance. Shareholder votes are crucial for corporate governance and reflect investor sentiment on key company decisions.

Risk Assessment

Risk Level: medium — The filing reports standard corporate governance events (officer changes, shareholder votes) without specific details that would indicate a positive or negative impact, thus remaining neutral.

Key Numbers

• February 9, 2024 — Date of Earliest Event Reported (The date the reported events occurred.)
• February 15, 2024 — Filing Date (The date the 8-K was filed with the SEC.)
• 001-33268 — SEC File Number (Central Garden & Pet Company's SEC file number.)

Key Players & Entities

• Central Garden & Pet Company (company) — Registrant

FAQ

Key Financial Figures

• $2,587,494 — hares issuable pursuant to the PSUs are $2,587,494 for Mr. Cofer, $281,257 for each of Mes
• $281,257 — the PSUs are $2,587,494 for Mr. Cofer, $281,257 for each of Messrs. Lahanas, Hanson, an
• $224,998 — essrs. Lahanas, Hanson, and Walker, and $224,998 for Ms. McCarthy. These amounts do not
• $503,846, M — ncrease in Mr. Lahanas's base salary to $503,846, Mr. Hanson's base salary to $540,638, Ms.
• $540,638, M — o $503,846, Mr. Hanson's base salary to $540,638, Ms. McCarthy's base salary to $444,008, a
• $444,008 — $540,638, Ms. McCarthy's base salary to $444,008, and Mr. Walker's base salary to $553,9
• $553,924 — 44,008, and Mr. Walker's base salary to $553,924. The increases were effective as of Jan

Filing Documents

• a53897301.htm (8-K) — 140KB
• 0001157523-24-000264.txt ( ) — 320KB
• cent-20240209.xsd (EX-101.SCH) — 4KB
• cent-20240209_def.xml (EX-101.DEF) — 17KB
• cent-20240209_lab.xml (EX-101.LAB) — 26KB
• cent-20240209_pre.xml (EX-101.PRE) — 19KB
• a53897301_htm.xml (XML) — 6KB

02

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Fiscal 2023 Bonus Determinations On February 9, 2024, the Compensation Committee of the Company's Board of Directors approved cash bonus payments to the Company's named executive officers in respect of fiscal 2023. This bonus compensation information was not included in the Summary Compensation Table included in the Company's Proxy Statement for its 2024 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 28, 2023 (the "Proxy Statement"), because the amount of the bonuses had not been determined at the time of filing the Proxy Statement. In accordance with Item 5.02(f), the table below updates the Non-Equity Incentive Plan Compensation and Total columns in the fiscal 2023 summary compensation table for the named executive officers previously set forth in the Proxy Statement. No other amounts have changed. SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary ($) Bonus ($) Stock Awards (1)($) Option Awards (2)($) Non-Equity Incentive Plan Compensation ($) All Other Compensation (3)($) Total ($) Timothy P. Cofer Former Chief Executive Officer(4) 2023 1,080,902 — 2,299,977 614,800 — 2,620,159 6,615,838 2022 1,017,308 — 3,199,970 — 581,175 2,407,971 7,206,424 2021 992,404 — 1,149,978 1,107,000 1,512,000 264,624 5,026,006 Nicholas Lahanas Chief Financial Officer 2023 508,669 — 249,998 — 222,000 11,685 992,352 2022 478,662 — 249,983 — 125,400 10,426 864,471 2021 466,988 — 100,013 75,442 326,000 9,998 978,441 John Hanson President Pet Consumer Products 2023 545,838 — 249,998 — 328,000 48,113 1,171,949 2022 513,716 — 249,983 — 135,300 100,112 999,111 2021 501,235 — 100,013 75,442 342,000 132,955 1,151,645 Joyce M. McCarthy General Counsel and Secre

07

Item 5.07 Submission of Matters to a Vote of Security Holders. On February 13, 2024, at the Annual Meeting, the following proposals were submitted to the stockholders: 1. The election of nine directors to serve until the 2025 Annual Meeting and until their successors are duly elected and qualified. 2. The ratification of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending on September 28, 2024. For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. Holders of the Company's Common Stock are entitled to one vote per share and holders of the Company's Class B Stock are entitled to the lesser of ten votes per share or 49% of the total votes cast. Holders of the Company's Common Stock and holders of the Company's Class B Stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. The number of votes cast for and withheld/against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below: 3 Proposal One : The following individuals were elected to serve as directors until the Company's next annual meeting and until their respective successors are elected and qualified by the votes set forth in the following table: Director Nominee For Withheld Broker Non-Votes William E. Brown 16,713,322 3,498,041 294,412 Courtnee Chun 17,883,058 2,328,305 294,412 Lisa Coleman 17,859,281 2,352,082 294,412 Brendan P. Dougher 17,883,037 2,328,326 294,412 Michael J. Griffith 17,779,238 2,432,125 294,412 Christopher T. Metz 17,816,552 2,394,811 294,412 Brooks M. Pennington III 16,494,151 3,717,212 294,412 John R. Ranelli 17,638,764 2,572,599 294,412 Mary Beth Springer 17,943,791 2,267,572 294,412 Proposal Two : The appointment of Del

SIGNATURES

SIGNATURES 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. CENTRAL GARDEN & PET COMPANY By: /s/ Joyce M. McCarthy Joyce M. McCarthy General Counsel and Secretary Dated: February 15, 2024 5

View Full Filing

View this 8-K filing on SEC EDGAR