Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2022, 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 Governor Brian E. Sandoval as a Class II member of the Board to fill a vacancy. As a Class II director, Governor Sandoval will hold office for a term scheduled to expire at the 2024 Annual Meeting of Shareholders of the Company. Upon the recommendation of the Nominating Committee, the Board also appointed Governor Sandoval to serve on the Board's Nominating Committee and Innovation and Technology Committee. Upon the recommendation of the Nominating Committee, the Board determined that Governor Sandoval 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, Governor Sandoval will receive the same compensation for 2022 as other non-employee directors of the Company, pro-rated to reflect the time he serves on the Board during the 2022 calendar year, which consists of cash retainer payments in the amount of $67,083 and a grant of restricted stock units ("RSUs") with a grant date value of $122,500. The RSUs, which are granted under The Scotts Miracle-Gro Long-Term Incentive Plan, have a grant date of June 10, 2022 and will vest on February 4, 2023 (the "Vesting Date") provided that his Board service has continued at least through the date of the Company's 2023 Annual Meeting of Shareholders if it is held prior to the Vesting Date, subject to accelerated vesting in the event of Governor Sandoval's death or disability.

A copy of the press release issued by the Company on June 13, 2022 announcing Governor Sandoval's appointment 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:

Not applicable.

(b) Pro forma financial information:

Not applicable.

(c) Shell company transactions:



Not applicable.

(d) Exhibits:

Exhibit No.          Description
10.1                 News Release issued by The Scotts Miracle-Gro Company on June 13, 2022

104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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