Scotts Miracle-Gro Seeks Shareholder Nod on Director Election, Pay, Equity Plan

Ticker: SMG · Form: DEF 14A · Filed: Dec 17, 2025 · CIK: 825542

Scotts Miracle-Gro CO DEF 14A Filing Summary
FieldDetail
CompanyScotts Miracle-Gro CO (SMG)
Form TypeDEF 14A
Filed DateDec 17, 2025
Risk Levelmedium
Pages15
Reading Time18 min
Sentimentmixed

Sentiment: mixed

Topics: Proxy Statement, Shareholder Meeting, Executive Compensation, Director Election, Equity Plan, Corporate Governance, Auditor Ratification

Related Tickers: SMG

TL;DR

**SMG is asking for more shares for execs, which could dilute current holders, so pay close attention to that vote.**

AI Summary

Scotts Miracle-Gro Co (SMG) is holding its 2026 Annual Meeting of Shareholders on January 26, 2026, virtually, to address several key proposals. Shareholders will vote on the election of four Class I directors for three-year terms expiring in 2029. A significant proposal includes an advisory vote on the compensation of the Company's named executive officers, reflecting ongoing shareholder engagement on executive pay. The company also seeks ratification of Deloitte & Touche LLP as its independent registered public accounting firm for the fiscal year ending September 30, 2026. Crucially, SMG is proposing an amendment and restatement of its Long-Term Incentive Plan to increase the maximum number of common shares available for grant to participants, which could impact dilution. The record date for voting is December 1, 2025, with 58,007,149 Common Shares outstanding. The company emphasizes its commitment to strong corporate governance, including a diverse board with professionals from business, military, banking, regulatory, and advertising backgrounds.

Why It Matters

This DEF 14A filing outlines critical governance and compensation decisions for Scotts Miracle-Gro, directly impacting investor confidence and future performance. The proposed increase in the Long-Term Incentive Plan's share pool could lead to dilution, a key concern for existing shareholders, while also being vital for attracting and retaining top talent in a competitive market. The advisory vote on executive compensation provides a direct channel for investors to influence management incentives, potentially aligning leadership more closely with shareholder interests. Ratification of Deloitte & Touche LLP ensures continued financial oversight, crucial for market transparency and regulatory compliance.

Risk Assessment

Risk Level: medium — The primary risk stems from Proposal 4, which seeks to increase the maximum number of common shares available for grant under the Long-Term Incentive Plan. While the specific increase amount is not detailed in this excerpt, any significant increase could lead to shareholder dilution, impacting the value of existing shares. Additionally, the advisory 'say-on-pay' vote (Proposal 2) carries reputational risk if shareholder sentiment against executive compensation is strong.

Analyst Insight

Investors should carefully review Proposal 4 regarding the Long-Term Incentive Plan amendment to understand the potential dilution impact and vote accordingly. Engage with the advisory 'say-on-pay' vote (Proposal 2) to express your stance on executive compensation, as this can signal investor sentiment to the board.

Executive Compensation

NameTitleTotal Compensation
James HagedornChief Executive Officer
Michael ScheiwerChief Financial Officer
David C. HagedornExecutive Vice President, Consumer Business
Christopher BaxterExecutive Vice President, Operations
Troy TodorovExecutive Vice President, General Counsel and Corporate Secretary

Key Numbers

Key Players & Entities

FAQ

What are the key proposals for the Scotts Miracle-Gro 2026 Annual Meeting?

The key proposals for the Scotts Miracle-Gro 2026 Annual Meeting include the election of four Class I directors, an advisory vote on named executive officer compensation, ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2026, and approval of an amendment to the Long-Term Incentive Plan.

When and where will the Scotts Miracle-Gro 2026 Annual Meeting be held?

The Scotts Miracle-Gro 2026 Annual Meeting will be held virtually on Monday, January 26, 2026, at 9:00 A.M., Eastern Time. Shareholders can participate via live webcast by visiting www.virtualshareholdermeeting.com/SMG2026.

What is the significance of the Long-Term Incentive Plan amendment for Scotts Miracle-Gro shareholders?

The amendment to The Scotts Miracle-Gro Company Long-Term Incentive Plan seeks to increase the maximum number of common shares available for grant to participants. This could lead to dilution for existing shareholders, making it a critical vote for investors concerned about share value.

Who is eligible to vote at the Scotts Miracle-Gro 2026 Annual Meeting?

Only shareholders of record at the close of business on Monday, December 1, 2025, the established record date, are entitled to receive notice of and to vote at the Scotts Miracle-Gro 2026 Annual Meeting. As of this date, there were 58,007,149 Common Shares outstanding.

What is the 'Say-on-Pay' vote for Scotts Miracle-Gro?

The 'Say-on-Pay' vote for Scotts Miracle-Gro is an advisory vote on the compensation of the Company's named executive officers. This allows shareholders to express their approval or disapproval of the executive compensation practices, providing feedback to the Board.

How does Scotts Miracle-Gro ensure board diversity and experience?

The Scotts Miracle-Gro Board of Directors emphasizes a combined range of experiences, including business and military leaders, bankers, regulators, and advertisers. The Nominating and Governance Committee evaluates candidates for their overall credentials, background, and functional skills to contribute to the Board's knowledge and capabilities.

What is the role of Deloitte & Touche LLP for Scotts Miracle-Gro?

Deloitte & Touche LLP is the Company's independent registered public accounting firm. Shareholders are asked to ratify their selection for the fiscal year ending September 30, 2026, ensuring external oversight of the company's financial statements.

Can Scotts Miracle-Gro shareholders attend the Annual Meeting in person?

No, the Scotts Miracle-Gro 2026 Annual Meeting is a virtual meeting conducted electronically, meaning shareholders may not attend the Annual Meeting in person. Participation, voting, and question submission will be via live webcast.

What happens if a Scotts Miracle-Gro shareholder does not provide voting instructions to their broker?

If a Scotts Miracle-Gro shareholder holds shares in 'street name' and does not provide voting instructions to their broker, the shares will not be voted on non-routine matters like director elections, executive compensation, or the Long-Term Incentive Plan amendment. Brokers have discretion to vote only on routine matters, such as auditor ratification.

Who is the Chairman and CEO of The Scotts Miracle-Gro Company?

James Hagedorn is the Chairman and Chief Executive Officer of The Scotts Miracle-Gro Company. He signed the Notice of Annual Meeting of Shareholders dated December 17, 2025.

Risk Factors

Industry Context

Scotts Miracle-Gro operates in the consumer lawn and garden care industry, facing competition from both large diversified companies and smaller specialized brands. Key industry trends include a growing consumer interest in gardening and outdoor living, sustainability initiatives, and the impact of weather patterns on product demand. The company's performance is closely tied to seasonal sales cycles and consumer discretionary spending.

Regulatory Implications

The company must comply with SEC regulations regarding proxy solicitations, executive compensation disclosures, and corporate governance. The advisory 'Say-on-Pay' vote, while non-binding, can influence future compensation decisions and shareholder relations. Amendments to incentive plans require shareholder approval and must adhere to equity compensation rules.

What Investors Should Do

  1. Review the proposed amendment to the Long-Term Incentive Plan.
  2. Evaluate the company's executive compensation practices.
  3. Confirm eligibility to vote and submit proxy.

Key Dates

Glossary

DEF 14A
A proxy statement filed by a company with the U.S. Securities and Exchange Commission (SEC) when soliciting proxies from shareholders for an annual or special meeting. (This document is the DEF 14A filing for Scotts Miracle-Gro Co.'s 2026 Annual Meeting.)
Named Executive Officers (NEOs)
The top executive officers of a company, typically including the CEO, CFO, and other highest-paid executives, whose compensation is detailed in SEC filings. (Shareholders will vote on an advisory basis regarding the compensation of SMG's NEOs.)
Long-Term Incentive Plan (LTIP)
A compensation plan designed to reward executives for achieving long-term company performance goals, often through stock options, restricted stock, or other equity-based awards. (SMG is proposing an amendment to its LTIP to increase the number of shares available for grants, which could impact dilution.)
Class I Directors
In a classified board structure, directors are divided into classes, with each class elected for staggered, multi-year terms. Class I directors are up for election in a particular year. (Four Class I directors are up for election for three-year terms expiring in 2029.)
Record Date
A specific date set by a company to determine which shareholders are eligible to receive dividends, vote at a shareholder meeting, or exercise other shareholder rights. (Shareholders must be on record as of December 1, 2025, to vote at the January 26, 2026, Annual Meeting.)
Advisory Vote on Executive Compensation ('Say-on-Pay')
A non-binding shareholder vote on the compensation of the company's named executive officers, intended to provide shareholder feedback on executive pay practices. (This is a key proposal at the annual meeting, reflecting ongoing shareholder engagement on executive pay.)

Year-Over-Year Comparison

This filing pertains to the 2026 Annual Meeting, with the record date in December 2025. Specific comparative financial data from the previous year's filing (likely for the 2025 Annual Meeting) is not directly presented within this DEF 14A's summary sections. However, the inclusion of 'Pay Versus Performance' and 'Relationship Between CEO and Other NEO Compensation Actually Paid, Company Total Shareholder Return ('TSR') and Peer Group TSR' tables indicates a focus on linking executive pay to company performance over time, suggesting a comparison of performance metrics and compensation outcomes against prior periods.

Filing Stats: 4,459 words · 18 min read · ~15 pages · Grade level 18.2 · Accepted 2025-12-17 16:10:18

Filing Documents

Executive Compensation

Executive Compensation 26 Compensation Discussion and Analysis 26 Executive Summary 26 Advisory "Say-on-Pay" Vote and Shareholder Engagement 27 Our Compensation Philosophy 28 Our Compensation Objectives 29 Page Elements of Executive Compensation 30 Base Salary 30 Annual Cash Incentive Compensation 30 Long-Term Equity-Based Incentive Awards 33 Executive Perquisites and Other Benefits 35 Retirement Plans and Deferred Compensation Benefits 36 Our Compensation Practices 37 Determining Executive Officer Compensation 37 Role of Outside Consultants 37 Compensation Peer Group 37 Role of Management in Compensation Decisions 38 Setting Compensation Levels for CEO and Other NEOs 38 Other Executive Compensation Policies, Practices and Guidelines 39 Practices Regarding Equity-Based Awards 39 Stock Ownership Guidelines 39 Recoupment/Clawback Policies 40 Risk Assessment in Compensation Programs 40 Insider Trading Policy and Anti-Hedging Policy 40 Compensation Committee Report 41

Executive Compensation Tables

Executive Compensation Tables 42 Summary Compensation Table 43 All Other Compensation Table 44 Grants of Plan-Based Awards Table 46 Outstanding Equity Awards Table 48 Option Exercises and Stock Vested Table 49 Pension Benefits Table 50 Non-Qualified Deferred Compensation Table 51 CEO Pay Ratio Disclosure 52 Pay Versus Performance 53 Relationship Between CEO and Other NEO Compensation Actually Paid, Company Total Shareholder Return ("TSR") and Peer Group TSR 55 Relationship Between CEO and Other NEO Compensation Actually Paid and Net Income 56 Relationship Between CEO and Other NEO Compensation Actually Paid and Company-Selected Measure 57 Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs 57 Severance and Change in Control (CIC) Arrangements 58 Introduction 58 Hagedorn Severance Agreement 58 Executive Severance Plan 59 Garth Separation Agreement 60 Payments on Termination of Employment and/or Change in Control 62 Termination of Employment and Change in Control — James Hagedorn 64 Termination of Employment and Change in Control — Mr. Scheiwer, Mr. Baxter, Mr. C. Hagedorn and Mr. Todorov 65 Employee Confidentiality, Noncompetition, Nonsolicitation Agreements 68 Proposal Number 2 — Advisory Vote on the Compensation of the Company's Named Executive Officers ("Say-on-Pay") 69 Proposal Number 3 — Ratification of the Selection of the Independent Registered Public Accounting Firm 71 Proposal Number 4 — Approval of an Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan 72 Page Audit Committee Matters 87 Report of the Audit Committee for Fiscal 2025 87 Role of the Audit Committee, Independent Registered Public Accounting Firm and Management 87 Audit Committee Recommendation 87 Fees of the Independent Registered Public Accounting Firm 88 Audit Fees 88 Audit-Related Fees 88 Tax Fees 88 All Other Fee

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 94 Delinquent Section 16(a) Reports 98 Shareholder Proposals for 2027 Annual Meeting of Shareholders 98 Other Business 98 Annual Report on Form 10-K 99 Electronic Delivery of Future Shareholder Communications 99 Householding of Annual Meeting Materials 99 Annex A — The Scotts Miracle-Gro Company Long-Term Incentive Plan A- 1 14111 Scottslawn Road Marysville, Ohio 43041 PROXY STATEMENT for Annual Meeting of Shareholders To Be Held on Monday, January 26, 2026 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 2026 Annual Meeting of Shareholders (the "Annual Meeting") to be held on Monday, January 26, 2026, 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 17, 2025. 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/SMG2026. 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. If you encounter any technical difficulties accessing the Annual Meeting website or during the Annual Meeting, please call the technical support phone numbers provided on the Annual Meeting website on the day of the Annual Meeting. Technical support will be available 30 minutes prior to the

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