UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
_________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 29, 2020 (January 27, 2020)
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The Scotts Miracle-Gro Co mpany
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation or organization) | File Number) | Identification No.) |
(Address of principal executive offices) | (Zip Code) | ||
Registrant’s telephone number, including area code: (937 ) 644-0011
Not applicable
(Former name or former address, if changed since last report.)
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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:
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 27, 2020, 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 December 4, 2019, the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 55,819,926 Common Shares of the Company issued and outstanding, each share being entitled to one vote. At the Annual Meeting, the holders of 52,138,844 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:
Proposal 1 — Election of Directors.
Each of James Hagedorn, Brian D. Finn and Nancy G. Mistretta was elected as a director of the Company to serve for a term expiring at the Annual Meeting of Shareholders to be held in 2023. The results of the vote were as follows:
Votes For | Votes Withheld | Broker Non-Votes | ||||
James Hagedorn | 45,402,268 | 1,906,164 | 4,830,412 | |||
Brian D. Finn | 45,835,969 | 1,472,463 | 4,830,412 | |||
Nancy G. Mistretta | 45,642,832 | 1,665,600 | 4,830,412 | |||
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 | |||
45,320,731 | 1,896,024 | 91,677 | 4,830,412 | |||
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, 2020.
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 | ||
50,847,273 | 1,219,527 | 72,044 | ||
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 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: | January 29, 2020 | By: | /s/ IVAN C. SMITH |
Printed Name: Ivan C. Smith | |||
Title: Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | |||