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 of The Scotts Miracle-Gro Company (the
"Company") held on January 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 effective January 23, 2023, is
contained in the Company's definitive proxy statement on Schedule 14A filed with
the Securities and Exchange Commission on December 14, 2022 in connection with
the 2023 Annual Shareholders Meeting under the heading "Proposal Number 4 -
Approval of Amendment and Restatement of The 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.



On January 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 on November 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 of James 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 Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2023.



The Audit Committee's selection of Deloitte & 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 of The 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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