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)
September 12, 2008 (September 8, 2008)
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
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| Ohio
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1-13292
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31-1414921 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| 14111 Scottslawn Road, Marysville, Ohio
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43041 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 — Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Mark R. Baker to Serve as President and Chief Operating Officer
On September 9, 2008, The Scotts Miracle-Gro Company (the “Company”) announced that Mark R. Baker
has been elected to serve as President and Chief Operating Officer of both the Company and The
Scotts Company LLC (“Scotts LLC”), its wholly-owned subsidiary, effective October 1, 2008.
Mr. Baker, who will oversee all business unit and operating functions at the Company and Scotts
LLC, has been a member of the Company’s Board of Directors since 2004. He had served as Chief
Executive Officer of Gander Mountain Company, a leading outdoor retailer, since 2002, as President
since February 2004 and as a director since April 2004. Previous to serving with Gander Mountain
Company, Mr. Baker had been with The Home Depot, Inc., operator of The Home Depot stores, since
1996 and served as Executive Vice President, Chief Operating Officer and Chief Merchandising
Officer from 1999 to 2001. Prior to joining The Home Depot, Inc., Mr. Baker held senior management
positions with various retailers, including Knox Hardware and Lumber, Scotty’s Home Improvement
Centers, and HomeBase. Mr. Baker, 50, is a native of Minnesota and a graduate of the University of
Minnesota.
Mr. Baker will remain on the Company’s 12-member Board of Directors, but has resigned, effective as
of September 9, 2008, from his positions as a member and Chair of the Governance and Nominating
Committee as well as a member of the Compensation and Organization Committee. Mr. Baker had recused
himself from participation, discussions or voting with regard to matters before the Governance and
Nominating Committee and the Compensation and Organization Committee
concerning his prospective
employment by Scotts LLC and election as an officer of Scotts LLC and the Company. In his position
as President and Chief Operating Officer of the Company, Mr. Baker will report directly to the
Company’s Chairman of the Board and Chief Executive Officer, James Hagedorn.
On September 9, 2008, Scotts LLC and Mr. Baker executed an employment agreement (the “Agreement”),
a description of which follows. The term of the Agreement is three years, with automatic one-year
extensions thereafter. Mr. Baker will receive an annual base salary of $900,000, plus a potential
annual bonus award equal to 75% of his base salary, depending on actual business results. In
addition, Mr. Baker is entitled to receive long-term incentive
awards which on the date of grant will have a value targeted to be approximately $1,200,000,
$2,700,000 and $3,300,000, for the initial three years of the term, respectively. These long-term
incentive awards will be granted under terms and a vesting schedule substantially similar to those
established for Scotts LLC’s senior executives. Mr. Baker will generally receive retirement and
employee benefits made available to Scotts LLC’s employees, plus additional, limited perquisites
consistent with those provided to other senior executives of Scotts LLC.
The Agreement further provides Mr. Baker a one-time transition bonus of $850,000, less applicable
taxes, and 36,000 restricted common shares which will vest over a three-year period. The restricted
shares will be granted in a separate Restricted Stock Award Agreement which requires compliance
with certain non-competition and non-solicitation provisions while employed by Scotts LLC and for
two years thereafter. Finally, the Agreement provides Mr. Baker with lump-sum relocation benefits
of $500,000, less applicable taxes.
The Agreement contains normal and customary provisions for termination in the event of death, or
disability, voluntary termination by Mr. Baker or termination for cause. It also contains
provisions providing relief to Mr. Baker in the event of
involuntary termination by Scotts LLC
without cause, or voluntary termination by Mr. Baker for good reason, which generally would entitle
Mr. Baker to a
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severance payment equal to three times the sum of his annual base salary and his average bonus
received over the past three years, medical benefits for 12 months, and all other benefits as to
which he had a vested right. For involuntary termination by Scotts LLC without cause or voluntary
termination by Mr. Baker with good reason, each following a change in control, the Agreement
provides that Mr. Baker would receive a severance payment equal to two times the sum of his annual
base salary and the target bonus for the fiscal year of termination, a prorated target bonus award
for the fiscal year of termination, medical benefits for 18 months, and all other benefits as to
which he had achieved a vested right.
Change in Positions Held by James Hagedorn
Contingent upon the execution of the Agreement by Mr. Baker, on September 8, 2008, James Hagedorn
proffered his resignation as President of the Company, effective October 1, 2008. From and after
October 1, 2008, Mr. Hagedorn will continue to serve as the Company’s Chairman of the Board and
Chief Executive Officer.
Item 8.01 — Other Events
On September 9, 2008, the Company issued a news release announcing the election of Mark R. Baker to
serve as President and Chief Operating Officer of the Company, effective October 1, 2008. A copy
of the news release is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
On September 8, 2008, Joseph P. Flannery was appointed to serve as the interim Chair of the
Governance and Nominating Committee and Karen G. Mills was appointed to serve as an interim member
of the Compensation and Organization Committee, each to serve at the pleasure of the Company’s
Board of Directors until a permanent committee member assignment is designated by the Board of
Directors.
Item 9.01 — Financial Statements and Exhibits
(a) — (c) Not applicable
(d) Exhibits:
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| Exhibit No.
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Description |
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99.1 |
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News Release issued by The Scotts Miracle-Gro Company on September 9,
2008 related to election of Mark R. Baker as President and Chief Operating Officer,
effective October 1, 2008 |
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