Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 11, 2021, The Scotts Miracle-Gro Company (the "Company") reported
that Thomas Randal Coleman, Executive Vice President and Chief Financial
Officer, departed from his positions with the Company, effective as of January
5, 2021.
In connection with Mr. Coleman's departure, on January 24, 2021, The Scotts
Company LLC, a subsidiary of the Company ("Scotts LLC"), entered into a
Separation Agreement and Release of All Claims (the "Separation Agreement") with
Mr. Coleman. The Separation Agreement, dated January 22, 2021, addresses the
payments and benefits to which Mr. Coleman is entitled in connection with his
departure.
Pursuant to the terms of the Separation Agreement, Scotts LLC will pay or make
the following amounts and benefits available to Mr. Coleman: (a) severance pay
equal to 24 months of salary, at Mr. Coleman's regular monthly base pay, payable
in accordance with Scotts LLC's standard payroll procedures; (b) a lump sum
payment of $30,000 in lieu of outplacement services; (c) for a period of 24
months, a benefits offset payment in an amount equal to the excess of the COBRA
premium charged by the Company to terminated employees over the premium Mr.
Coleman paid as an active employee; and (d) in lieu of an annual bonus award, an
amount equal to two times Mr. Coleman's target bonus amount for the Company's
2021 fiscal year, 50% of which is payable on the first scheduled pay date
following the first anniversary of Mr. Coleman's departure date and 50% of which
is payable on the first scheduled pay date following the second anniversary of
Mr. Coleman's departure date, subject to Mr. Coleman's continued compliance as
of the payment date with all of his post-employment obligations to the Company.
With the exception of the Project Focus performance units granted to Mr. Coleman
on January 30, 2017, Mr. Coleman's outstanding equity awards (which consist of
7,184; 9,895; and 6,056 restricted stock units and related dividend equivalents
granted to Mr. Coleman on February 2, 2018, February 4, 2019 and February 3,
2020, respectively) will continue to vest in accordance with the terms of the
applicable award agreement as if no separation has occurred. Mr. Coleman's
unvested Project Focus performance unit awards and related dividend equivalents
remain subject to all terms and conditions of the applicable award agreement,
including the satisfaction of the performance criteria as disclosed in the
applicable award agreement except that Mr. Coleman is deemed to have vested in
28.6% of the award rather than 14.3% as set forth in the award agreement.
All amounts payable to Mr. Coleman under the Separation Agreement and the
applicable award agreements will be subject to all applicable withholdings and
deductions required by federal, state and local taxing authorities.
The payments and benefits described above are the only amounts to which Mr.
Coleman is entitled under the Separation Agreement (or any other agreement). He
also remains entitled to any vested benefits he had as of January 5, 2021 under
other benefit plans or programs maintained by the Company or its subsidiaries,
including The Scotts Company LLC Retirement Savings Plan and The Scotts Company
LLC Executive Retirement Plan.
The Separation Agreement, together with the Employee Confidentiality,
Noncompetition, Nonsolicitation Agreement previously executed by Mr. Coleman on
May 15, 2006, which will continue in effect following his departure, also
contains various restrictive covenants, including covenants relating to
noncompetition, confidentiality, cooperation and nonsolicitation.
The foregoing is a summary description of the terms of the Separation Agreement
and is qualified in its entirety by reference to the Separation Agreement, a
copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 25, 2021, 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 30, 2020, the record date for the
determination of shareholders entitled to vote at the Annual Meeting, there were
55,688,736 Common Shares of the Company issued and outstanding, each share being
entitled to one vote. At the Annual Meeting, the holders of 51,636,716 Common
Shares, or approximately 93% 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:
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Proposal 1 - Election of Directors.
Each of Thomas N. Kelly Jr., Peter E. Shumlin and John R. Vines was elected as a
director of the Company to serve for a term expiring at the Annual Meeting of
Shareholders to be held in 2024. The results of the vote were as follows:
Votes For Votes Withheld Broker Non-Votes
Thomas N. Kelly Jr. 46,061,640 1,486,459 4,088,617
Peter E. Shumlin 46,808,398 739,701 4,088,617
John R. Vines 46,317,748 1,230,351 4,088,617
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
46,161,656 1,180,923 205,520 4,088,617
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, 2021.
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
50,930,928 634,988 70,800
Item 8.01. Other Events.
On January 28, 2021, the Company announced that Christopher Hagedorn, who has
served as Senior Vice President and General Manager of The Hawthorne Gardening
Company since January 2017, has been promoted to Executive Vice President,
Division President. Given the rapid rate of change in the industry in which
Hawthorne operates, and the significant near- and long-term business
opportunities that exist for the business, Mr. Hagedorn's leadership role is
being expanded to enable him to spend more time on strategic planning
initiatives that help chart the future direction of Hawthorne. Many of the
day-to-day duties associated with managing the operations of Hawthorne will be
delegated to other members of the Hawthorne management team. Mr. Hagedorn joined
the Company in 2011 and has led Hawthorne since its inception in 2014 when he
was named Vice President and General Manager. Prior to 2014, he served as
Director, Indoor Gardening and was a Marketing Manager in the Company's U.S.
Consumer segment.
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.
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(d) Exhibits:
Exhibit No. Description
10.1 Separation Agreement and Release of All Claims, effective as of January 22,
2021, by and between The Scotts Company LLC and Thomas Randal Coleman
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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