SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2018 (April 27, 2018)
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation or organization)
14111 Scottslawn Road, Marysville, Ohio
(Address of principal executive offices)
Registrant’s telephone number, including area code: (937) 644-0011
(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:
£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2018, the Board of Directors (the “Board”) of The Scotts Miracle-Gro Company (the “Company”), upon the recommendation of the Nominating and Governance Committee of the Board (“Nominating Committee”), appointed David C. Evans as a Class III member of the Board in order to fill a vacancy. As a Class III director, Mr. Evans will hold office for a term scheduled to expire at the 2019 Annual Meeting of Shareholders of the Company. Upon the recommendation of the Nominating Committee, the Board also appointed Mr. Evans to serve on the Board’s Audit Committee and Compensation and Organization Committee. Upon the recommendation of the Nominating Committee, the Board determined that Mr. Evans satisfies the applicable independence requirements set forth in the rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission and has no material relationships with the Company or its subsidiaries other than through his service as a director of the Company.
In his capacity as a non-employee director of the Company, Mr. Evans will receive the same compensation for 2018 as other non-employee directors of the Company, pro-rated to reflect the time he serves on the Board during the 2018 calendar year, which consists of cash retainer payments in the amount of $66,667 and a grant of deferred stock units (“DSUs”) with a grant date value of $123,333. The DSUs, which are granted under The Scotts Miracle-Gro Company Long-Term Incentive Plan, have a grant date of May 4, 2018 and will vest on February 2, 2019 provided that his Board service has continued through the date of the Company’s 2019 Annual Meeting of Shareholders if it is held prior to the February 2, 2019, subject to accelerated vesting in the event of Mr. Evans’ death or disability.
A copy of the press release issued by the Company on May 3, 2018 announcing the appointment of Mr. Evans as a director is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
(b) Pro forma financial information:
(c) Shell company transactions:
News Release issued by The Scotts Miracle-Gro Company on May 3, 2018
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: May 3, 2018
By: /s/ IVAN C. SMITH
Printed Name: Ivan C. Smith
Title: Executive Vice President, General Counsel, Corporate
Secretary and Chief Compliance Officer
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated May 3, 2018
The Scotts Miracle-Gro Company