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EX-10.1 - EXHIBIT 10.1 - SCOTTS MIRACLE-GRO COexhibit101smg2014-02x058xk.htm


 
UNITED STATES
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

Date of Report (Date of earliest event reported): February 5, 2014 (January 30, 2014)
_________________________________
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
_________________________________
Ohio
001-11593
31-1414921
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
 File Number)
Identification No.)
14111 Scottslawn Road, Marysville, Ohio
 
43041
(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.)
_________________________________

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:
£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£ 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.

Amendment and Restatement of The Scotts Company LLC Amended and Restated Executive Incentive Plan.

At the Annual Meeting of Shareholders of The Scotts Miracle-Gro Company (the “Company”) held on January 30, 2014, the Company's shareholders approved an amendment and restatement of The Scotts Company LLC Amended and Restated Executive Incentive Plan (the “Plan”) to, among other things, increase the maximum incentive payout that can be paid to any participant in any fiscal year from $2.5 million to $6.0 million to assure the deductibility of incentive payouts to the Company's Chief Executive Officer and other Plan participants.

A summary of the Plan, as amended and restated effective January 30, 2014, is contained in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 18, 2013 in connection with the 2014 Annual Shareholders Meeting under the heading “Proposal Number 3 - Approval of Amendment and Restatement of The Scotts Company LLC Amended and Restated Executive 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 30, 2014, the Company held its Annual Meeting of Shareholders (the “Annual Meeting”) at The Berger Learning Center, located at 14111 Scottslawn Road, Marysville, Ohio 43041. At the close of business on December 4, 2013, the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 62,123,664 Common Shares of the Company issued and outstanding, each share being entitled to one vote. At the Annual Meeting, the holders of 58,668,954 Common Shares, or 94.4% 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, James F. McCann, Nancy G. Mistretta and Stephanie M. Shern was elected as a director of the Company to serve for a term expiring at the Annual Meeting of Shareholders to be held in 2017. The results of the vote were as follows: 
 
  
Votes For
  
Votes Withheld
  
Broker Non-Votes
James Hagedorn
  
53,952,876
  
2,176,248
  
2,539,830
 
 
 
 
James F. McCann
  
55,511,063
  
618,061
  
2,539,830
 
 
 
 
Nancy G. Mistretta
  
54,410,062
  
1,719,062
  
2,539,830
 
 
 
 
Stephanie M. Shern
  
54,689,001
  
1,440,123
  
2,539,830


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Proposal 2 - Advisory Vote on the Compensation of the Company's Named Executive Officers (“Say-on-Pay”).

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
55,112,609
  
752,292
  
264,223
  
2,539,830

Proposal 3 - Amendment and Restatement of The Scotts Company LLC Amended and Restated Executive Incentive Plan.

As discussed in Item 5.02 above, the amendment and restatement of The Scotts Company LLC Amended and Restated Executive Incentive Plan (the “Plan”) to, among other things, increase the maximum incentive payout that can be paid to any participant in any fiscal year from $2.5 million to $6.0 million was approved. The results of the vote were as follows:
    Votes For    
  
Votes Against
  
Abstentions
  
Broker Non-Votes
53,867,399
  
2,111,889
  
149,836
  
2,539,830

Proposal 4 - Ratification of the Selection of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2014.

The Audit and Finance 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
57,105,742
  
1,442,323
  
120,889

Item 9.01.    Financial Statements and Exhibits.

Exhibits:
Exhibit No.
  
Description
 
 
10.1
  
The Scotts Company LLC Amended and Restated Executive Incentive Plan (Effective as of January 30, 2014)

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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: February 5, 2014
 By: /s/ IVAN C. SMITH
 
Name: Ivan C. Smith
 
Title: Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer


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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated February 5, 2014
The Scotts Miracle-Gro Company
 
Exhibit No.
  
Description
 
 
10.1
  
The Scotts Company LLC Amended and Restated Executive Incentive Plan (Effective as of January 30, 2014)
 



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