Scotts Miracle-Gro Files 8-K: Director Changes & Compensation Updates
Ticker: SMG · Form: 8-K · Filed: Jan 31, 2025 · CIK: 825542
| Field | Detail |
|---|---|
| Company | Scotts Miracle-Gro CO (SMG) |
| Form Type | 8-K |
| Filed Date | Jan 31, 2025 |
| Risk Level | low |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.01, $115,000, $210,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, officer-changes, board-of-directors
Related Tickers: SMG
TL;DR
Scotts Miracle-Gro (SMG) filed an 8-K: board changes, exec comp updates, and shareholder votes. Nothing major flagged yet.
AI Summary
On January 31, 2025, The Scotts Miracle-Gro Company filed an 8-K report detailing several key events. These include the departure of a director, the election of new directors, and updates to executive compensation arrangements. The filing also covers the submission of matters to a vote of security holders and includes financial statements and exhibits.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.
Risk Assessment
Risk Level: low — The filing primarily concerns routine corporate governance matters and does not indicate any immediate financial distress or significant operational changes.
Key Players & Entities
- The Scotts Miracle-Gro Company (company) — Registrant
- January 31, 2025 (date) — Date of Report
- January 27, 2025 (date) — Date of earliest event reported
FAQ
Who has departed from the board of directors?
The filing indicates the departure of a director, but the specific name is not provided in the initial summary.
Were any new directors elected?
Yes, the filing states that directors were elected.
What other items are covered in the 8-K filing?
The filing also covers updates to compensatory arrangements of certain officers, submission of matters to a vote of security holders, and financial statements and exhibits.
What is the company's state of incorporation?
The Scotts Miracle-Gro Company is incorporated in Ohio.
When is the company's fiscal year end?
The company's fiscal year ends on September 30.
Filing Stats: 1,252 words · 5 min read · ~4 pages · Grade level 12.5 · Accepted 2025-01-31 16:12:17
Key Financial Figures
- $0.01 — nge on which registered Common Shares, $0.01 stated value SMG NYSE Indicate by che
- $115,000 — cash retainer payments in the amount of $115,000 and a grant of restricted stock units (
- $210,000 — y 31, 2025 having a grant date value of $210,000. The RSUs, which are granted under The
Filing Documents
- smg-20250131.htm (8-K) — 62KB
- smg2025-01x278xkxexhibit991.htm (EX-99.1) — 9KB
- 0001443984-25-000017.txt ( ) — 226KB
- smg-20250131.xsd (EX-101.SCH) — 2KB
- smg-20250131_def.xml (EX-101.DEF) — 14KB
- smg-20250131_lab.xml (EX-101.LAB) — 25KB
- smg-20250131_pre.xml (EX-101.PRE) — 15KB
- smg-20250131_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 27, 2025, 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 December 2, 2024, the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 57,453,525 Common Shares of the Company issued and outstanding, each share being entitled to one vote. At the Annual Meeting, the holders of 52,878,462 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, Adam Hanft, Stephen L. Johnson 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 2028. The results of the vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes David C. Evans 46,263,189 1,794,983 65,048 4,755,242 Adam Hanft 45,066,172 2,983,358 73,690 4,755,242 Stephen L. Johnson 41,637,586 6,412,164 73,470 4,755,242 Katherine Hagedorn Littlefield 45,117,788 2,939,022 66,410 4,755,242 2 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 33,367,004 14,652,526 103,690 4,755,242 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, 2025. The Audit Committee's selection of Deloitte & Touche LLP as the Company'
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 99.1 News Release issued by The Scotts Miracle-Gro Company on January 31, 2025 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 31, 2025 By: /s/ DIMITER TODOROV Printed Name: Dimiter Todorov Title: Executive Vice President, Chief Legal Officer & Corporate Secretary 4 INDEX TO EXHIBITS Current Report on Form 8-K Dated January 31, 2025 The Scotts Miracle-Gro Company Exhibit No. Description 99.1 News Release issued by The Scotts Miracle-Gro Company on January 31, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5