CENTRAL GARDEN & PET COMPANY Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Fiscal 2022 Bonus Determinations
OnFebruary 6, 2023 , theCompensation Committee of the Board of the Company approved cash bonus payments to the Company's named executive officers, in respect of fiscal 2022. This bonus compensation information was not included in the Summary Compensation Table included in the Company's Proxy Statement for its 2023 Annual Meeting of Stockholders, filed with theSecurities and Exchange Commission onDecember 28, 2022 (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 Non-Equity Incentive Plan Compensation and Total columns in the fiscal 2022 summary compensation table for the named executive officers previously set forth in the Proxy Statement. No other amounts have changed. SUMMARY COMPENSATION TABLE Non-Equity Stock Option Incentive Plan All Other Name and Principal Salary Bonus Awards Awards Compensation Compensation Total Position Year ($) ($) (1)($) (2)($) ($) (3)($) ($) Timothy P. Cofer 2022 1,017,308 - 3,199,970 - 581,175 2,407,971 7,206,424 Chief Executive Officer(4) 2021 992,404 - 1,149,978 1,107,000 1,512,000 264,624 5,026,006 2020 900,000 1,472,500 - 3,393,865 - 148,253 5,914,618 Nicholas Lahanas 2022 478,662 - 249,983 - 125,400 10,426 864,471 Chief Financial Officer 2021 466,988 - 100,013 75,442 326,000 9,998 978,441 2020 456,344 363,900 1,999,998 159,371 - 9,863 2,989,476 John Hanson 2022 513,716 - 249,983 - 135,300 100,112 999,111 President Pet Consumer Products 2021 501,235 - 100,013 75,442 342,000 132,955 1,151,645 2020 488,403 362,200 582,730 159,371 - 111,853 1,704,557 John D. Walker 2022 525,519 - 249,983 - 127,100 38,098 940,700 President Garden Consumer Products(4) 2021 512,733 - 100,013 75,442 320,000 47,272 1,055,460 William E. Brown 2022 289,845 - 450,028 - 81,000 24,008 844,881 Chairman 2021 246,642 - 400,010 - 185,000 31,473 863,125 2020 200,000 151,000 299,991 999,999 18,662 1,669,652
(1) This column represents the grant date fair value in accordance with ASC 718
of restricted stock and performance share units ("PSU's") awarded the named
executive officers in 2022. The amounts shown include the aggregate grant
date fair value of the shares issuable for PSU's at target achievement. The
aggregate grant date fair values of the maximum number of shares issuable
pursuant to the PSU's are
Messrs. Lahanas, Hanson and Walker. These amounts do not represent the actual
value that may be realized by the named executive officers.
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(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
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.
(3) The components of the "All Other Compensation" column for fiscal 2022 are
detailed in the following table:
Description Cofer Lahanas Hanson Walker Brown Company matching contribution to 401(k) plan$ 9,150 $ 9,150 $ 9,150 $ 9,150 $ 9,150 Retention payment 2,216,160 - - - - Medical and life insurance premiums and medical reimbursement 19,596 1,276 16,765 19,348 14,858 Car allowance or lease 13,200 - 12,000 9,600 - Commute expense reimbursement 23,023 - - - - Mobile device reimbursement - - 1,080 - - Housing allowance 49,805 - 47,671 - - Tax gross up 57,037 - 13,446 - - Financial planning allowance 20,000 - - - - Total$ 2,407,971 $ 10,426 $ 100,112 $ 38,098 $ 24,008
(4)
In addition, the Compensation Committee approved an increase inMr. Cofer's base salary to$1,047,550 ,Mr. Lahanas's base salary to$493,000 ,Mr. Hanson's base salary to$529,000 , andMr. Walker's base salary to$542,000 . The increases were effective as ofJanuary 1, 2023 . OnFebruary 7, 2023 , the Board of Directors approved a grant of 2,940 shares of restricted stock to each of the directors under the Company's 2003 Omnibus Equity Incentive Plan in lieu of the annual restricted stock and option grants previously provided for under the Nonemployee Director Incentive Plan, which plan was terminated prior to the Annual Meeting. The restricted stock will vest in six months consistent with the prior restricted stock grants under the Nonemployee Director Incentive Plan.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. The election of eleven directors to serve until the 2024 Annual Meeting
and until their successors are duly elected and qualified.
2. An advisory (non-binding) vote on how frequently (every one, two or three
years) shareholders prefer that the Company conducts an advisory
(non-binding) vote of shareholders on the compensation of the Company's
named executive officers.
3. An advisory (non-binding) vote on the compensation of the Company's named
executive officers.
4. The ratification of
registered public accounting firm for the fiscal year ending on
September 30, 2023 .
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-------------------------------------------------------------------------------- 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 ClassB 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 ClassB 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:
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 15,429,386 4,411,645 488,716 Courtnee Chun 17,310,280 2,530,751 488,716 Timothy P. Cofer 17,400,799 2,440,232 488,716 Lisa Coleman 17,401,479 2,439,552 488,716
16,464,135 3,376,896 488,716
Brooks M. Pennington III 16,416,794 3,424,237 488,716
John R. Ranelli 16,551,452 3,289,579 488,716
Mary Beth Springer 17,088,755 2,752,276 488,716
Proposal Two:
The shareholders voted on an advisory (non-binding) basis, to hold an advisory
(non-binding) vote on the compensation of the Company's named executive officers
every three years, by the votes set forth in the following table:
One Year Two Years Three Years Abstain Broker Non-Votes 7,949,880 3,768 11,881,552 2,974 488,716
In light of the shareholders' strong preference for Three Years, the Company has decided that it will continue to conduct the advisory vote on executive compensation every three years.
Proposal Three:
The shareholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers, by the votes set forth in the following table:
For Against Abstain Broker Non-Votes
19,179,403 640,466 10,793 488,716
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Proposal Four:
The appointment of
For Against Abstain Broker Non-Votes(1) 20,210,629 583,163 2,808 0
(1) Pursuant to the rules of the
constituted a routine matter. Therefore, brokers were permitted to vote
without receipt of instructions from beneficial owners.
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