Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan.
At the Annual Meeting of Shareholders ofThe Scotts Miracle-Gro Company (the "Company") held onJanuary 23, 2023 , the Company's shareholders approved an amendment and restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan (the "Plan") to, among other things, increase the maximum number of common shares, without par value ("Common Shares"), available for grant to participants under the Plan by 2,300,000 Common Shares. A summary of the Plan, as amended and restated effectiveJanuary 23, 2023 , is contained in the Company's definitive proxy statement on Schedule 14A filed with theSecurities and Exchange Commission onDecember 14, 2022 in connection with the 2023 Annual Shareholders Meeting under the heading "Proposal Number 4 - Approval of Amendment and Restatement ofThe Scotts Miracle-Gro Company Long-Term Incentive Plan" and is incorporated herein by reference. The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
OnJanuary 23, 2023 , the Company held its Annual Meeting of Shareholders (the "Annual Meeting") as a virtual meeting and shareholders were able to participate in the Annual Meeting, vote and submit questions via live webcast. At the close of business onNovember 29, 2022 , the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 55,464,721 Common Shares of the Company issued and outstanding, each share being entitled to one vote. At the Annual Meeting, the holders of 50,005,190 Common Shares, or approximately 90% of the outstanding Common Shares, were represented in person or by proxy and, therefore, a quorum was present.
At the Annual Meeting, the Company's shareholders voted on the following matters:
Proposal 1 - Election of Directors.
Each ofJames Hagedorn ,Nancy G. Mistretta ,Gerald Volas and Edith Avilés was elected as a director of the Company to serve for a term expiring at the Annual Meeting of Shareholders to be held in 2026. The results of the vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes James Hagedorn 41,947,386 1,739,482 83,645 6,234,677 Nancy G. Mistretta 41,801,109 1,865,025 104,379 6,234,677 Gerald Volas 42,307,829 1,381,040 81,644 6,234,677 Edith Avilés 43,493,648 174,841 102,024 6,234,677
Proposal 2 - Advisory Vote on the Compensation of the Company's Named Executive Officers.
The compensation of the Company's named executive officers was approved on an advisory basis. The results of the vote were as follows:
Votes For Votes Against Abstentions Broker Non-Votes 42,711,259 967,770 91,484 6,234,677
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Proposal 3 - Ratification of the Selection of
The Audit Committee's selection ofDeloitte & Touche LLP as the Company's independent registered public accounting firm was ratified. The results of the vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 49,250,816 710,256 44,118 - Proposal 4 - To Approve an Amendment and Restatement ofThe Scotts Miracle-Gro Company Long-Term Incentive Plan to, Among Other Things, Increase the Maximum Number of Common Shares Available for Grant Participants. As discussed in Item 5.02 above, the amendment and restatement of The Scotts Miracle-Gro Company Amended and Restated Long-Term Incentive Plan to, among other things, increase the maximum number of common shares available for grant to participants under the Plan was approved. The results of the vote were as follows: Votes For Votes Against Abstentions Broker Non-Votes 42,109,171 1,572,937 88,405 6,234,677
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 The Scotts Miracle-Gro Company Long-Term Incentive
Plan (Effective as of
January 2 3 , 202 3 ) 10.2 Form of Non-Employee Director Special Restricted Stock Unit Award 104 Cover Page Interactive Data File (embedded within the
Inline XBRL document)
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