Scotts Miracle-Gro Files 2024 DEF 14A

Ticker: SMG · Form: DEF 14A · Filed: Dec 18, 2024 · CIK: 825542

Scotts Miracle-Gro CO DEF 14A Filing Summary
FieldDetail
CompanyScotts Miracle-Gro CO (SMG)
Form TypeDEF 14A
Filed DateDec 18, 2024
Risk Levellow
Pages15
Reading Time18 min
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, governance

Related Tickers: SMG

TL;DR

SMG proxy statement out, details exec pay and pension values for FY21-24.

AI Summary

The Scotts Miracle-Gro Company filed its DEF 14A on December 18, 2024, for the fiscal year ending September 30, 2025. The filing details executive compensation and other corporate governance matters. Key financial periods reported include fiscal years 2021 through 2024, with specific data related to pension values and stock awards.

Why It Matters

This filing provides crucial insights into the compensation of top executives and the company's governance structure, which can influence investor decisions and company strategy.

Risk Assessment

Risk Level: low — This is a routine DEF 14A filing detailing executive compensation and corporate governance, not indicating new financial risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.

What fiscal years are covered by the financial data in this filing?

The filing includes financial data for the fiscal years 2020-10-01 to 2021-09-30, 2021-10-01 to 2022-09-30, 2022-10-01 to 2023-09-30, and 2023-10-01 to 2024-09-30.

What specific financial components related to employees are mentioned?

The filing mentions 'ChangeInPensionValueMember', 'PensionAdjustmentsServiceCostMember', and 'StockAwardsAndOptionAwardsMember'.

What is the company's Standard Industrial Classification (SIC) code?

The company's SIC code is 2870, which falls under AGRICULTURE CHEMICALS.

When was the company formerly known as CDS HOLDING CORP?

The company was formerly known as CDS HOLDING CORP, with a date of name change on 19900104.

Filing Stats: 4,449 words · 18 min read · ~15 pages · Grade level 17.7 · Accepted 2024-12-18 16:04:35

Filing Documents

Executive Compensation

Executive Compensation 25 Compensation Discussion and Analysis 25 Executive Summary 25 Our Compensation Philosophy and Objectives 28 Page Elements of Executive Compensation 29 Base Salary 29 Annual Cash Incentive Compensation 30 Long-Term Equity-Based Incentive Awards 34 Executive Perquisites and Other Benefits 37 Retirement Plans and Deferred Compensation Benefits 38 Our Compensation Practices 39 Determining Executive Officer Compensation 39 Role of Outside Consultants 39 Compensation Peer Group 39 Role of Management in Compensation Decisions 40 Setting Compensation Levels for CEO and Other NEOs 40 Other Executive Compensation Policies, Practices and Guidelines 42 Practices Regarding Equity-Based Awards 42 Stock Ownership Guidelines 42 Recoupment/Clawback Policies 43 Risk Assessment in Compensation Programs 43 Anti-Hedging Policy 43 Subsequent Event Following Fiscal Year End — Garth Separation Agreement 43 Compensation Committee Report 45

Executive Compensation Tables

Executive Compensation Tables 46 Summary Compensation Table 46 All Other Compensation Table 48 Grants of Plan-Based Awards Table 49 Outstanding Equity Awards Table 52 Option Exercises and Stock Vested Table 54 Pension Benefits Table 54 Non-Qualified Deferred Compensation Table 55 CEO Pay Ratio Disclosure 56 Pay Versus Performance 57 Severance and Change in Control (CIC) Arrangements 61 Introduction 61 Hagedorn Severance Agreement 61 Executive Severance Plan 62 Payments on Termination of Employment and/or Change in Control 64 Termination of Employment and Change in Control — James Hagedorn 66 Termination of Employment and Change in Control — Mr. Garth, Mr. Baxter, Mr. C. Hagedorn and Mr. Todorov 67 Employee Confidentiality, Noncompetition, Nonsolicitation Agreements 70 Proposal Number 2 — Advisory Vote on the Compensation of the Company's Named Executive Officers ("Say-on-Pay") 71 Proposal Number 3 — Ratification of the Selection of the Independent Registered Public Accounting Firm 73 Proposal Number 4 — Approval of an Amendment and Restatement of The Scotts Miracle-Gro Company Discounted Stock Purchase Plan 74 Audit Committee Matters 79 Report of the Audit Committee for the 2024 Fiscal Year 79 Role of the Audit Committee, Independent Registered Public Accounting Firm and Management 79 Page Audit Committee Recommendation 79 Fees of the Independent Registered Public Accounting Firm 80 Audit Fees 80 Audit-Related Fees 80 Tax Fees 80 All Other Fees 80 Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm 80 Policies and Procedures Regarding Approval of Services Provided by the Independent Registered Public Accounting Firm 80 Certain Relationships and Related Transactions 81 Policies and Procedures with Respect to Related Person Transactions 82 Equity Compensation Plan Information 83 Discounted Stock Purchase Plan 85

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 86 Delinquent 16(a) Reports 91 Shareholder Proposals for 2026 Annual Meeting of Shareholders 91 Other Business 91 Annual Report on Form 10-K 91 Electronic Delivery of Future Shareholder Communications 92 Householding of Annual Meeting Materials 92 Annex A — The Scotts Miracle-Gro Company Discounted Stock Purchase Plan A- 1 14111 Scottslawn Road Marysville, Ohio 43041 PROXY STATEMENT for Annual Meeting of Shareholders To Be Held on Monday, January 27, 2025 GENERAL INFORMATION ABOUT VOTING This Proxy Statement and the accompanying form of proxy are being furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the "Board") of The Scotts Miracle-Gro Company (the "Company") for use at the Company's 2025 Annual Meeting of Shareholders (the "Annual Meeting") to be held on Monday, January 27, 2025, at 9:00 A.M., Eastern Time, and at any adjournment or postponement thereof. This Proxy Statement and the accompanying form of proxy are first being sent on or about December 18, 2024. The Annual Meeting is a virtual meeting of shareholders, which means that the Annual Meeting will be conducted live via the Internet and that you will be able to participate in the Annual Meeting, and vote and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/SMG2025. If you do not have your 16-digit control number that is printed on your Notice of Internet Availability of Proxy Materials or your form of proxy (if you received a paper or electronic copy of the proxy materials), you will only be able to listen to the Annual Meeting. Each reference in this Proxy Statement to a "fiscal" year is to our fiscal year ended or ending, as applicable, on September 30 of the referenced year. Because the Annual Meeting is virtual and being conducted electronically, shareholders may not attend the Annual Meeting in person. Only hold

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