Item 5.02 Departure of Directors or Principal Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

Fiscal 2021 Bonus Determinations



On February 7, 2022, the Compensation Committee of the Board of the Company
approved cash bonus payments to the Company's named executive officers, in
respect of fiscal 2021. This bonus compensation information was not included in
the Summary Compensation Table included in the Company's Proxy Statement for its
2022 Annual Meeting of Stockholders, filed with the Securities and Exchange
Commission on December 27, 2021 (the "Proxy Statement"), because the amount of
the bonuses had not been determined at the time of filing the Proxy Statement.
In accordance with Item 5.02(f), the table below updates the Bonus and Total
columns in the fiscal 2021 summary compensation table for the named executive
officers previously set forth in the Proxy Statement plus George A. Yuhas, whose
bonus resulted in him becoming a named executive officer for fiscal 2021. No
other amounts have changed.

                           SUMMARY COMPENSATION TABLE



                                                                                                                 All Other
                                                                                    Stock          Option          Compen
Name and Principal                                  Salary          Bonus          Awards          Awards          sation          Total
Position                                 Year         ($)            ($)           (1)($)          (2)($)          (3)($)           ($)
Timothy P. Cofer                          2021       992,404       1,512,000       1,149,978       1,107.000        264,624       5,026,006
Chief Executive Officer(4)                2020       900,000       1,472,500              -        3,393,865        148,253       5,914,618

Nicholas Lahanas                          2021       466,988         326,000         100,013          75,442          9,998         978,441
Chief Financial Officer                   2020       456,344         363,900       1,999,998         159,371          9,863       2,989,476
                                          2019       447,692         170,000         799,995         161,566         10,747       1,590,000

John Hanson                               2021       501,235

342,000 100,013 75,442 132,955 1,151,645 President Pet Consumer Products(5) 2020 488,403 362,200 582,730 159,371 111,853 1,704,557



John D. Walker                            2021       512,733

320,000 100,013 75,442 47,272 1,055,460 President Garden Consumer Products(6)



William E. Brown                          2021       246,642         185,000         400,010              -          31,473         863,125
Chairman                                  2020       200,000         151,000         299,991         999,999         18,662       1,669,652
                                          2019       200,000         376,000         299,989              -          17,041         893,030

George A. Yuhas                           2021       479,885

300,000 79,148 59,723 45,576 964,332 General Counsel and Secretary

             2020       465,461         300,000              -          126,169         35,543         927,173
                                          2019       456,369         175,000              -          121,148         32,036         784,553

(1) This column represents the grant date fair value in accordance with ASC 718.

These amounts do not represent the actual value that may be realized by the

named executive officers.

(2) This column represents the grant date fair value in accordance with ASC 718.

Please refer to Note 14, "Stock-Based Compensation", in the Notes to

Consolidated Financial Statements included in our Annual Report on Form 10-K

filed on November 23, 2021 for the relevant assumptions used to determine the

compensation cost of our stock option awards. These amounts do not represent


    the actual value, if any, that may be realized by the named executive
    officers.




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(3) The components of the "All Other Compensation" column for fiscal 2021 are


    detailed in the following table:




Description                                Cofer       Lahanas       Hanson        Walker       Brown        Yuhas
Company matching contribution to
401(k) plan                              $   8,700     $  8,700     $   8,700     $  8,700     $  8,700     $  8,700
Medical and life insurance premiums
and medical reimbursement                   14,404        1,298        16,898       28,972       22,773       24,876
Car allowance or lease                      13,200           -         12,000        9,600           -        12,000
Commute expense reimbursement               20,890           -             -            -            -            -
Mobile device reimbursement                     -            -          1,080           -            -            -
Housing allowance                           95,932           -         72,027           -            -            -
Tax gross up                                91,498           -         22,250           -            -            -
Financial planning allowance                20,000           -             -            -            -            -

Total                                    $ 264,624     $  9,998     $ 132,955     $ 47,272     $ 31,473     $ 45,576

(4) Mr. Cofer became an executive officer in October 2019.

(5) Mr. Hanson became an executive officer in February 2020.

(6) Mr. Walker became an executive officer in February 2021.




In addition, the Compensation Committee approved an increase in Mr. Cofer's base
salary to $1,025,000, Mr. Lahanas's base salary to $470,475, Mr. Hanson's base
salary to $517,600, Mr. Walker's base salary to $529,500, and Mr. Brown's base
salary to $300,000. The increases were effective as of January 1, 2022.

On February 8, 2022, the Compensation Committee approved a form of performance
share unit agreement ("PSU Agreement") for future awards. A copy of the form of
PSU Agreement is filed herewith as Exhibit 10.1.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 8, 2022, at the Annual Meeting, the following proposals were submitted to the stockholders:





    1.   The election of eleven directors to serve until the 2023 Annual Meeting
         and until their successors are duly elected and qualified.

2. The ratification of Deloitte & Touche LLP as the Company's independent

registered public accounting firm for the fiscal year ending on

September 24, 2022.




For more information about the foregoing proposals, see the Proxy Statement, the
relevant portions of which are incorporated herein by reference. Holders of the
Company's Common Stock are entitled to one vote per share and holders of the
Company's Class B Stock are entitled to the lesser of ten votes per share or 49%
of the total votes cast. Holders of the Company's Common Stock and holders of
the Company's Class B Stock vote together as a single class on all matters
(including the election of directors) submitted to a vote of stockholders,
unless otherwise required by law. The number of votes cast for and
withheld/against and the number of abstentions and broker non-votes with respect
to each matter voted upon are set forth below:



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Proposal One:

The following individuals were elected to serve as directors until the Company's next annual meeting and until their respective successors are elected and qualified by the votes set forth in the following table:





Director Nominee               For           Withheld       Broker Non-Votes
William E. Brown             10,834,624       4,580,438               542,527
Courtnee Chun                18,336,545         754,458               542,527
Timothy P. Cofer             12,857,076       3,548,987               542,527
Lisa Coleman                 10,854,039       4,570,536               542,527
Brendan P. Dougher           18,324,086         760,812               542,527
Michael J. Griffith          17,209,335       1,329,335               542,527
Christopher T. Metz          18,323,961         760,876               542,527
Daniel P. Myers              10,824,286       4,585,710               542,527
Brooks M. Pennington III     10,718,702       4,639,558               542,527
John R. Ranelli              10,852,302       4,571,422               542,527
Mary Beth Springer           17,593,498       1,133,412               542,527


Proposal Two:

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending on September 24, 2022 was ratified, by the votes set forth in the following table:





   For       Against   Abstain   Broker Non-Votes(1)
20,172,675   698,735    4,204             0

(1) Pursuant to the rules of the New York Stock Exchange, this proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits.



Exhibit
Number       Description

10.1           Form of Performance Share Unit Agreement.

104          Cover Page Interactive Data File - the cover page iXBRL tags are
             embedded within the Inline XBRL document.).




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