UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 2007 (August 9, 2007)
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
| Ohio | 1-13292 | 31-1414921 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
14111 Scottslawn Road, Marysville, Ohio 43041
(Address of principal executive offices) (Zip Code)
(937) 644-0011
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 9, 2007, the Board of Directors of The Scotts Miracle-Gro Company (the “Registrant”),
upon the recommendation of the Governance and Nominating Committee, appointed Nancy G. Mistretta to
fill the vacancy in Class I of the Registrant’s Board of Directors. Ms. Mistretta will serve for a
term to expire at the Annual Meeting of Shareholders of the Registrant to be held in 2008 and until
her successor is duly elected and qualified, or until her earlier death, resignation or removal.
Ms. Mistretta was recommended to the Registrant’s Governance and Nominating Committee by James
Hagedorn, the Registrant’s President, Chief Executive Officer and Chairman of the Board of
Directors, who knew Ms. Mistretta from her previous work
with JPMorgan. Since February 28, 2005 Ms. Mistretta has been a member of Russell Reynolds
Associates. She is a member of Russell Reynolds Associates’ Not-For-Profit Sector and is
responsible for managing executive officer searches for many large philanthropies, with a special
focus on educational searches for presidents, deans and financial officers. Based in New York, New
York, she is also active in the CEO/Board Services Practice of Russell Reynolds Associates. Prior
to joining Russell Reynolds Associates, Ms. Mistretta was with JPMorgan and its heritage
institutions for 29 years and served as a Managing Director in Investment Banking since 1991.
The Board of Directors of the Registrant has determined that Ms. Mistretta qualifies as an
“independent director” under the applicable sections of the Listed Company Manual of the New York
Stock Exchange. She will serve on the Registrant’s Finance Committee. Ms. Mistretta will receive
the same cash compensation as the other non-employee directors of the Registrant. Her compensation
will be paid on a pro-rata basis for her time served on the Registrant’s Board of Directors and
Finance Committee in calendar year 2007. Compensation for non-employee directors of the Registrant
is disclosed on pages 16-17 of the Registrant’s Proxy Statement for the 2007 Annual Meeting of
Shareholders filed with the SEC on December 20, 2006.
Russell Reynolds Associates is a firm used by the Registrant and its subsidiaries for executive
employment searches. Ms. Mistretta is not involved directly or indirectly in a supervisory role
with the services provided for the Registrant’s or its subsidiaries’ accounts and has an indirect
interest in the arrangements between Russell Reynolds Associates and the Registrant and its
subsidiaries solely through her position as a member of Russell Reynolds Associates. To date in
fiscal 2007, The Scotts Company LLC, a subsidiary of the Registrant, has paid approximately
$620,000 in fees to Russell Reynolds Associates. Ms. Mistretta has no other direct or indirect
relationships with the Registrant or any of the Registrant’s subsidiaries that would require
disclosure under Item 404(a) of SEC Regulation S-K.
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.
-2-
(d) Exhibits:
Exhibit No.
|
Description | |
99.1
|
News Release issued by The Scotts Miracle-Gro Company on August 15, 2007 announcing the appointment of Nancy G. Mistretta as a director |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE SCOTTS MIRACLE-GRO COMPANY | ||||||
Dated: August 15, 2007
|
By: | /s/ David C. Evans | ||||
| Printed Name: David C. Evans Title: Executive Vice President and Chief Financial Officer |
||||||
-3-
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated August 15, 2007
Dated August 15, 2007
The Scotts Miracle-Gro Company
Exhibit No.
|
Description | |
99.1
|
News Release issued by The Scotts Miracle-Gro Company on August 15, 2007 announcing the appointment of Nancy G. Mistretta as a director |
-4-
Exhibit 99.1
The Scotts Miracle-Gro Company
|
NEWS |
The Scotts Miracle-Gro Company Announces Appointment
of Nancy G. Mistretta to Board of Directors
of Nancy G. Mistretta to Board of Directors
MARYSVILLE, Ohio (August 15, 2007) — The Scotts Miracle-Gro Company (NYSE:SMG), the global
leader in the consumer lawn and garden industry, today announced that Nancy G. Mistretta has been
named to its Board of Directors. Ms. Mistretta is a partner at the executive search firm of Russell
Reynolds Associates, where she is a key member of the firm’s Not-For-Profit Sector and responsible
for managing executive officer searches for many large philanthropies, with a special focus on
educational searches for presidents, deans and financial officers.
With nearly 30 years of experience in various aspects of the global banking industry, Ms. Mistretta
was previously a managing director of investment banking at JPMorgan. Prior to retiring from
JPMorgan in 2005, she oversaw the investment bank’s merger with Bank One.
“Nancy is an extremely talented executive whose unique blend of skills will make our Board even
stronger in providing counsel and oversight to ScottsMiracle-Gro,” said Jim Hagedorn, chairman and
chief executive officer. “Her familiarity with business integration, coupled with a rich background
in banking, will be a tremendous benefit to us as we continue to execute our strategic plan with a
focus on long-term growth opportunities that will further drive shareholder value.”
Ms. Mistretta, 53, is a native of New York City and a graduate of Smith College. She will serve on
the Finance Committee of the Board with a term that expires in 2008.
About ScottsMiracle-Gro
With more than $2.7 billion in worldwide sales and more than 6,000 associates, The Scotts
Miracle-Gro Company, through its wholly-owned subsidiary, The Scotts Company LLC, is the world’s
largest marketer of branded consumer products for lawn and garden care, with products for
professional horticulture as well. The Company’s brands are the most recognized in the industry.
In the U.S., the Company’s Scotts®, Miracle-Gro® and Ortho® brands are market-leading in their
categories, as is the consumer Roundup® brand, which is marketed in North America and most of
Europe exclusively by Scotts and owned by Monsanto. The Company also owns Smith & Hawken, a
leading brand of garden-inspired products that includes pottery, watering equipment, gardening
tools, outdoor furniture and live goods, and Morning Song, a leading brand in the wild bird food
market. In Europe, the Company’s brands include Weedol®, Pathclear®, Evergreen®, Levington®,
Miracle-Gro®, KB®, Fertiligene® and Substral®. For additional information, visit us at
www.scotts.com.
Contact:
Jim King
Vice President
Corporate Communications & Investor Relations
937-578-5622
Jim King
Vice President
Corporate Communications & Investor Relations
937-578-5622