Central Garden & Pet Sets 2026 Annual Meeting, Board Recommends All Proposals

Ticker: CENTA · Form: DEF 14A · Filed: Dec 22, 2025 · CIK: 887733

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Board of Directors, Executive Compensation, Corporate Governance, Shareholder Vote, Pet Supplies

Related Tickers: CENTA, CENT

TL;DR

**CENTA's upcoming shareholder meeting is a rubber stamp for the board's picks, but keep an eye on new CEO Lahanas and board member Lewis for future strategic shifts in the pet and garden space.**

AI Summary

CENTRAL GARDEN & PET CO (CENTA) is holding its Annual Meeting of Shareholders on February 11, 2026, to elect nine directors, ratify Deloitte & Touche LLP as its independent auditor for fiscal year ending September 26, 2026, and conduct an advisory vote on executive compensation. The Board of Directors recommends voting FOR all proposals. Key leadership changes include Nicholas Lahanas, 57, transitioning from CFO to CEO in September 2024, and Randal D. Lewis, 59, joining the Board in December 2024. William E. Brown, 84, the company's founder, continues as Chairman. The company reported 9,650,221 shares of Common Stock and 1,602,374 shares of Class B Stock outstanding as of December 15, 2025, with Class B Stock holding superior voting rights (ten votes per share or 49% of total votes). The company is leveraging internet delivery for proxy materials, mailing a Notice of Internet Availability on December 22, 2025, to reduce costs and environmental impact. Shareholders of record as of December 15, 2025, are eligible to vote.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Central Garden & Pet, impacting investor confidence and strategic direction. The election of nine directors, including new CEO Nicholas Lahanas and recent board addition Randal D. Lewis, signals potential shifts in operational focus and growth strategies within the competitive pet and lawn & garden sectors. Ratifying Deloitte & Touche LLP ensures continued financial oversight, while the advisory vote on executive compensation provides a gauge of shareholder sentiment on leadership incentives. For employees and customers, these governance decisions can influence long-term stability and product innovation, especially given the company's dual-class stock structure which concentrates voting power.

Risk Assessment

Risk Level: low — The risk level is low as the filing primarily details routine annual meeting proposals, including director elections and auditor ratification, with no contentious items or significant changes to the company's capital structure or operations indicated. The Board recommends 'FOR' all proposals, suggesting a smooth process. The dual-class stock structure, with Class B Stock holding superior voting rights, also centralizes control, reducing the likelihood of unexpected shareholder dissent on these standard agenda items.

Analyst Insight

Investors should review the backgrounds of the nine director nominees, particularly new CEO Nicholas Lahanas and Randal D. Lewis, to understand potential strategic directions. While the proposals are routine, the advisory vote on executive compensation offers a chance to signal approval or disapproval of leadership incentives. Vote 'FOR' the ratification of Deloitte & Touche LLP to ensure continued financial transparency.

Executive Compensation

NameTitleTotal Compensation
Nicholas LahanasChief Executive Officer
William E. BrownChairman of the Board

Key Numbers

Key Players & Entities

FAQ

When is Central Garden & Pet Company's Annual Meeting of Shareholders?

Central Garden & Pet Company's Annual Meeting of Shareholders is scheduled for Wednesday, February 11, 2026, at 10:30 A.M. Pacific Time. It will be held virtually via live webcast at www.virtualshareholdermeeting.com/CENT2026.

Who is the new CEO of Central Garden & Pet Company?

Nicholas Lahanas, 57, has served as Director and Chief Executive Officer of Central Garden & Pet Company since September 2024. He previously served as the company's Chief Financial Officer from May 2017.

What are the key proposals for the Central Garden & Pet Annual Meeting?

The key proposals for the Annual Meeting are to elect nine directors, to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year ending September 26, 2026, and to hold an advisory vote on the compensation of the Company's named executive officers.

What is the record date for voting at the Central Garden & Pet Annual Meeting?

The record date for voting at the Central Garden & Pet Annual Meeting is 5:00 P.M. Pacific Time, December 15, 2025. Only holders of record of Common Stock and Class B Stock on this date will be entitled to vote.

How many votes does Class B Stock have in Central Garden & Pet Company?

As of December 15, 2025, Class B Stock of Central Garden & Pet Company is entitled to the lesser of ten votes per share or 49% of the total votes cast. There were 1,602,374 shares of Class B Stock outstanding.

Who is the independent auditor for Central Garden & Pet Company for fiscal year 2026?

Deloitte & Touche LLP has been selected as Central Garden & Pet Company's independent registered public accounting firm for the fiscal year ending on September 26, 2026. Shareholders will vote on their ratification at the Annual Meeting.

How can shareholders access proxy materials for Central Garden & Pet's Annual Meeting?

Central Garden & Pet is furnishing proxy materials through the Internet. Shareholders received a Notice of Internet Availability of Proxy Materials on or about December 22, 2025, instructing them on how to access materials at www.proxyvote.com or request printed copies.

What is the Board of Directors' recommendation for the proposals at the Central Garden & Pet Annual Meeting?

The Board of Directors recommends that shareholders vote FOR the election of the nine directors, FOR the ratification of Deloitte & Touche LLP, and FOR the approval of the compensation of the Company's named executive officers.

What is the role of William E. Brown at Central Garden & Pet Company?

William E. Brown, 84, is the founder of Central Garden & Pet Company and has served as Chairman of the Board since September 2019. He previously served as CEO from 1980 to 2003 and from 2007 to 2013.

Will Lisa Coleman be re-elected to the Central Garden & Pet Board of Directors?

No, Lisa Coleman is not standing for re-election to the Central Garden & Pet Board of Directors at the upcoming Annual Meeting on February 11, 2026. Nine other nominees are proposed for election.

Industry Context

Central Garden & Pet Company operates in the pet and lawn & garden industries. These sectors are generally characterized by consumer spending trends, seasonal influences (especially for lawn & garden), and competition from both large retailers and specialized providers. The pet industry, in particular, has shown resilience and growth, driven by increased pet ownership and humanization of pets.

Regulatory Implications

As a public company, CENTA is subject to SEC regulations regarding proxy solicitations and corporate governance disclosures. Compliance with these regulations is essential for maintaining shareholder trust and avoiding penalties. The company's reliance on internet delivery of proxy materials aligns with SEC rules promoting electronic dissemination.

What Investors Should Do

  1. Review Director Nominees
  2. Evaluate Advisory Vote on Executive Compensation
  3. Note Voting Power of Class B Stock
  4. Confirm Proxy Material Access

Key Dates

Glossary

DEF 14A
A proxy statement filed by publicly traded companies with the SEC detailing information about the annual meeting of shareholders. (This document contains the information being analyzed, including proposals, executive compensation, and governance.)
Class B Stock
A class of stock with superior voting rights, in this case, ten votes per share. (Class B Stock holders have significant voting power (49% of total votes) despite potentially fewer shares outstanding compared to Common Stock.)
Notice of Internet Availability of Proxy Materials
A document sent to shareholders informing them that proxy materials are available online, reducing printing and mailing costs. (This is the primary method of distributing proxy materials for the upcoming annual meeting, indicating a cost-saving and environmental initiative.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive notice of, and to vote at, a shareholder meeting. (Shareholders as of December 15, 2025, are eligible to vote, which is crucial for understanding voting power distribution.)

Year-Over-Year Comparison

This filing indicates a transition in leadership with Nicholas Lahanas moving to CEO in September 2024 and Randal D. Lewis joining the Board in December 2024. The company is continuing its practice of internet delivery for proxy materials, a strategy likely implemented in prior filings to reduce costs and environmental impact. Specific year-over-year financial comparisons are not detailed within this excerpt, but the focus is on governance and upcoming shareholder votes.

Filing Stats: 4,818 words · 19 min read · ~16 pages · Grade level 11.8 · Accepted 2025-12-22 16:02:40

Filing Documents

Executive Compensation

Executive Compensation 18 Summary Compensation Table 26 Grants of Plan-Based Awards 28 Outstanding Equity Awards at Fiscal Year-End 29 Option Exercises and Stock Vested 31 Stock Ownership of Management and Principal Shareholders 39 Delinquent Section (16)(a) Reports 41 Code of Ethics 41 Other Matters 41 Shareholder Proposals 41 Manner and Cost of Solicitation 42 TABLE OF CONTENTS CENTRAL GARDEN & PET COMPANY 1340 Treat Blvd., Suite 600 Walnut Creek, California 94597 Proxy Statement The Board of Directors (the "Board") of Central Garden & Pet Company (the "Company," "we," "our," or "us") is soliciting proxies to be used at the Annual Meeting of Shareholders on February 11, 2026 (the "Annual Meeting"), for the purposes set forth in the foregoing notice. This proxy statement (the "Proxy Statement") and, in the case of holders of Common Stock and Class B Stock, the form of proxy, were first sent to shareholders on or about December 22, 2025. Holders of Class A Common Stock will receive this Proxy Statement but will not be entitled to vote at the Annual Meeting of Shareholders or any adjournment thereof. Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), the Company has elected to provide access to proxy materials (consisting of the Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended September 27, 2025) by posting them on the Internet on December 22, 2025. Therefore, the Company is sending a Notice of Internet Availability of Proxy Materials (the "Notice") to its shareholders. Starting on the date of distribution of the Notice, all shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request printed copies may be found in the Notice. If a Class B or Com

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