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Registrant’s telephone number, including area code: (i937) i644-0011
Not applicable
(Former name or former address, if
changed since last report.)
_________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Shares, $0.01 stated value
iSMG
iNYSE
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities
Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b of this chapter). Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan.
At the Annual Meeting of Shareholders of The Scotts Miracle-Gro Company (the “Company”) held on January 23, 2023, the Company’s shareholders approved an amendment and restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan (the “Plan”) to, among other things, increase the maximum number of common shares, without par value (“Common Shares”), available for grant to participants under the Plan by 2,300,000 Common Shares.
A
summary of the Plan, as amended and restated effective January 23, 2023, is contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 14, 2022 in connection with the 2023 Annual Shareholders Meeting under the heading “Proposal Number 4 — Approval of Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan” and is incorporated herein by reference.
The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit
10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 23, 2023, 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 29,
2022, the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 55,464,721 Common Shares of the Company issued and outstanding, each share being entitled to one vote. At the Annual Meeting, the holders of 50,005,190 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 James Hagedorn, Nancy G. Mistretta, Gerald Volas and Edith Avilés
was elected as a director of the Company to serve for a term expiring at the Annual Meeting of Shareholders to be held in 2026. The results of the vote were as follows:
Votes
For
Votes Against
Abstentions
Broker Non-Votes
James Hagedorn
41,947,386
1,739,482
83,645
6,234,677
Nancy
G. Mistretta
41,801,109
1,865,025
104,379
6,234,677
Gerald Volas
42,307,829
1,381,040
81,644
6,234,677
Edith
Avilés
43,493,648
174,841
102,024
6,234,677
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
42,711,259
967,770
91,484
6,234,677
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, 2023.
The Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm was ratified. The results of the vote were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
49,250,816
710,256
44,118
—
Proposal
4 – To Approve an Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan to, Among Other Things, Increase the Maximum Number of Common Shares Available for Grant Participants.
As discussed in Item 5.02 above, the amendment and restatement of The Scotts Miracle-Gro Company Amended and Restated Long-Term Incentive Plan to, among other things, increase the maximum number of common shares available for grant to participants under the Plan was approved. The results of the vote were as follows:
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
