The Scotts Miracle-Gro Company 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2007 (January 25, 2007)
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
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1-13292
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31-1414921 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
14111 Scottslawn Road, Marysville, Ohio 43041
(Address of principal executive offices) (Zip Code)
(937) 644-0011
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
Retirement of John Walker, Ph.D. and John M. Sullivan from Service as Directors; Appointment of
John S. Shiely as Director
On January 25, 2007, John Walker, Ph.D. and John M. “Jack” Sullivan, Class I and Class II,
respectively of the Board of Directors of The Scotts Miracle-Gro Company (the “Registrant”) retired
as members of the Board of Directors for personal reasons and not because of any disagreement with
the Registrant on any matter relating to the Registrant’s operations, policies or practices. In
the Current Report on Form 8-K filed on November 8, 2006, the Registrant had reported, under Item
5.02, the intention of Dr. Walker to retire as a member of Class I of the Registrant’s Board of
Directors. In the Current Report on Form 8-K filed on November 13, 2006, the Registrant had
reported the intention of Mr. Sullivan to retire as a member of Class II of the Registrant’s Board
of Directors. Jack Sullivan, 71, and John Walker, 66, had served as directors of the Registrant
for twelve (12) years and eight (8) years, respectively. Mr. Sullivan had served as a member of
the Registrant’s Audit Committee while Dr. Walker had served as a member of the Registrant’s
Finance Committee.
On January 25, 2007, the Registrant’s Board of Directors, upon the recommendation of the Governance
and Nominating Committee, appointed John S. Shiely as a member of Class II of the Registrant’s
Board of Directors to fill the vacancy created by the retirement of Mr. Sullivan. As a Class II
director, Mr. Shiely will hold office for a term which will expire at the 2009 Annual Meeting of
Shareholders of the Registrant. Upon the recommendation of the Governance and Nominating
Committee, the Registrant’s Board of Directors also nominated Mr. Shiely to serve on the
Registrant’s Audit and Finance Committees.
Mr. Shiely, 53, serves as Chairman, President and Chief Executive Officer for Briggs & Stratton
Corporation (“Briggs & Stratton”), a manufacturer of small, air-cooled engines for lawn and garden
and other outdoor power equipment. Briggs & Stratton is also a producer of generators and
pressure washers in the United States. Mr. Shiely has served as President and Chief Executive
Officer of Briggs & Stratton since July 1, 2001 and was appointed as that company’s Chairman in
2003. Mr. Shiely is also a director of Marshall & Ilsley Corporation, Quad/Graphics, Inc.,
Cleveland Rock and Roll, Inc. (corporate board of the Rock & Roll Hall of Fame and Museum) and the
Outdoor Power Equipment Institute.
The Registrant’s Board of Directors has determined that Mr. Shiely and his immediate family members
have not had (and do not propose to have) a direct or indirect interest in any transaction in which
the Registrant or any of the Registrant’s subsidiaries was (or is proposed to be) a participant,
that would be required to be disclosed under Item 404(a) of SEC Regulation S-K. The Registrant’s
Board of Directors has also determined that Mr. Shiely qualifies as an “independent director” for
purposes of the applicable sections of the Listed Company Manual of the New York Stock Exchange
(“NYSE”) and the applicable rules and regulations of the SEC. In his capacity as a non-employee
director of the Registrant, on January 26, 2007, Mr. Shiely received the compensation described
below under “Compensation Paid to Non-Employee Directors on January 26, 2007”.
A copy of the press release issued by the Registrant on January 25, 2007 announcing the retirement
of Messrs. Sullivan and Walker from service as directors and the appointment of Mr. Shiely as a
director is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.
Compensation Paid to Non-Employee Directors on January 26, 2007
On January 26, 2007, each of the individuals then serving as a non-employee director of the
Registrant was paid a $40,000 annual retainer for Board of Directors and Board committee meetings.
Each member of the Registrant’s Audit Committee received an additional $5,000.
On January 26, 2007, each of the individuals then serving as a non-employee director of the
Registrant received a grant of non-qualified stock options (“NSOs”) to purchase 10,000 common
shares of the Registrant. Non-employee directors who were members of one or more committees of the
Board of Directors received NSOs to purchase an additional 1,000 common shares for each committee
on which they served. Additionally, non-employee directors who chaired a committee received NSOs
to purchase an additional 2,000 common shares for each committee they chaired. Each of the NSOs
granted on January 26, 2007 has an exercise price of $53.15, the closing price of the Registrant’s common shares on
NYSE on the grant date. These NSOs will become exercisable on January 26, 2008 and remain
exercisable until the
earlier to occur of the tenth anniversary of the grant date or the first
anniversary of the date the non-employee director ceases to be a member of the Registrant’s Board
of Directors. However, if the non-employee director ceases to be a member of the Board of
Directors after having been convicted of, or pled guilty or nolo contendere to, a felony, his or
her NSOs will be cancelled on the date he or she ceases to be a director. If the non-employee
director ceases to be a member of the Registrant’s Board of Directors after having retired after
serving at least one full term, his or her NSOs will remain exercisable for a period of five years
following retirement subject to the stated term of the NSOs.
The following table summarizes the amount of the annual retainer received by, and the number of
common shares subject to the NSOs granted to, each of the non-employee directors of the Registrant
on January 26, 2007:
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ANNUAL
RETAINER |
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NUMBER
OF COMMON |
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RECEIVED |
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SHARES SUBJECT |
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| NAME OF NON-EMPLOYEE DIRECTOR |
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(U.S. Dollars) |
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TO NSO GRANT |
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Mark R. Baker |
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$ |
40,000 |
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14,000 |
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Gordon F. Brunner |
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$ |
40,000 |
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14,000 |
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Arnold W. Donald |
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$ |
40,000 |
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13,000 |
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Joseph P. Flannery |
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$ |
40,000 |
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12,000 |
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Thomas N. Kelly Jr. |
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$ |
45,000 |
* |
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12,000 |
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Katherine Hagedorn Littlefield |
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$ |
40,000 |
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12,000 |
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Karen G. Mills |
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$ |
45,000 |
* |
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14,000 |
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Patrick J. Norton |
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$ |
40,000 |
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11,000 |
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Stephanie M. Shern |
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$ |
45,000 |
* |
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13,000 |
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John S. Shiely |
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$ |
45,000 |
* |
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12,000 |
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*Includes additional $5,000 received as a member of the Registrant’s Audit Committee.
Item 7.01. Regulation FD Disclosure.
On January 25, 2007, the Registrant issued a press release announcing the retirement of John M.
Sullivan and John Walker, Ph.D. from the Registrant’s Board of Directors and the appointment of
John S. Shiely to the Registrant’s Board of Directors, in each case on January 25, 2007. A copy of
the press release issued by the Registrant on January 25, 2007 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:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Shell company transactions:
Not applicable.
(d) Exhibits:
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Exhibit No.
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Description
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Location |
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99.1
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News Release issued by The Scotts
Miracle-Gro Company on January 25, 2007.
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Filed herewith |
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.
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THE SCOTTS MIRACLE-GRO COMPANY |
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Dated: January 31, 2007
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By:
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/s/ David M. Aronowitz |
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Printed Name: David M. Aronowitz
Title: Executive Vice President, General
Counsel and Corporate Secretary |
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated January 31, 2007
The Scotts Miracle-Gro Company
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Exhibit No.
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Description
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Location |
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99.1
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News Release issued by The Scotts
Miracle-Gro Company on January 25, 2007.
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Filed herewith |