Scotts Miracle-Gro Reports Potential Leadership/Comp Changes

TL;DR

**Scotts Miracle-Gro is shaking up its leadership or executive pay, watch for strategic shifts.**

AI Summary

The Scotts Miracle-Gro Company filed an 8-K on January 24, 2024, reporting events that occurred on January 22, 2024. This filing indicates potential changes in leadership or executive compensation, as it addresses 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.' For investors, this matters because changes in key personnel or their compensation can signal shifts in company strategy, financial health, or governance, potentially impacting future stock performance.

Why It Matters

Changes in executive leadership or compensation can significantly influence a company's strategic direction and financial stability, directly affecting investor confidence and stock valuation.

Risk Assessment

Risk Level: medium — Changes in executive leadership or compensation can introduce uncertainty, which carries a medium level of risk for investors.

Analyst Insight

A smart investor would monitor subsequent filings or company announcements for specific details regarding any executive changes or compensation adjustments, as these could impact future company performance and stock valuation.

Key Players & Entities

• The Scotts Miracle-Gro Company (company) — registrant filing the 8-K
• January 24, 2024 (date) — date of 8-K filing
• January 22, 2024 (date) — date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Shares, $0.01 stated value SMG NYSE Indicate by che

Filing Documents

• smg-20240124.htm (8-K) — 66KB
• smg2024-01x248xkxexhibit101.htm (EX-10.1) — 174KB
• smg2024-01x248xkxexhibit102.htm (EX-10.2) — 33KB
• smg2024-01x248xkxexhibit103.htm (EX-10.3) — 40KB
• 0001443984-24-000008.txt ( ) — 514KB
• smg-20240124.xsd (EX-101.SCH) — 2KB
• smg-20240124_def.xml (EX-101.DEF) — 14KB
• smg-20240124_lab.xml (EX-101.LAB) — 27KB
• smg-20240124_pre.xml (EX-101.PRE) — 15KB
• smg-20240124_htm.xml (XML) — 3KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On January 22, 2024, 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 27, 2023, the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 56,679,088 Common Shares of the Company issued and outstanding, each share being entitled to one vote. At the Annual Meeting, the holders of 51,234,720 Common Shares, or approximately 90% 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 Thomas N. Kelly Jr., Brian E. Sandoval, Peter E. Shumlin and John R. Vines was elected as a director of the Company to serve for a term expiring at the Annual Meeting of Shareholders to be held in 2027. The results of the vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes Thomas N. Kelly Jr. 43,300,810 1,700,973 260,917 5,972,020 Brian E. Sandoval 43,062,813 1,939,953 259,934 5,972,020 Peter E. Shumlin 43,056,292 1,948,399 258,009 5,972,020 John R. Vines 39,113,321 5,891,676 257,703 5,972,020 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 43,128,604 1,873,345 260,751 5,972,020 2 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, 2024. The Audit Committee's selection of Deloitte & Touche LLP as the Company's independ

01. Financial Statements and Exhibits

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 January 22, 2024) 10.2 Form of Standard Restricted Stock Unit Award Agreement for Non-Employee Directors (with Related Dividend Equivalents) which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan 10.3 Form of Deferred Stock Unit Award Agreement for Non-Employee Directors (with Related Dividend Equivalents) which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 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 24, 2024 By: /s/ DIMITER TODOROV Printed Name: Dimiter Todorov Title: Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer 4 INDEX TO EXHIBITS Current Report on Form 8-K Dated January 24, 2024 The Scotts Miracle-Gro Company Exhibit No. Description 10.1 The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective January 22, 2024) 10.2 Form of Standard Restricted Stock Unit Award Agreement for Non-Employee Directors (with Related Dividend Equivalents) which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan 10.3 Form of Deferred Stock Unit Award Agreement for Non-Employee Directors (with Related Dividend Equivalents) which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5

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View this 8-K filing on SEC EDGAR