smg-20260129
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): January 29, 2026 (January 26, 2026)
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The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
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| Ohio | 001-11593 | 31-1414921 | ||||||
| (State or other jurisdiction | (Commission | (IRS Employer | ||||||
| of incorporation or organization) | 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Shares, $0.01 stated value | SMG | NYSE | ||||||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan.
At the Annual Meeting of Shareholders of The Scotts Miracle-Gro Company (the “Company”) held on January 26, 2026, the Company’s shareholders approved an amendment and restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan (the “Plan”) to increase the maximum number of common shares, without par value (“Common Shares”), available for grant to participants under the Plan by 2,750,000 Common Shares.
A summary of the Plan, as amended and restated effective January 26, 2026, is contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 17, 2025 in connection with the 2026 Annual Shareholders Meeting under the heading “Proposal Number 4 — Approval of an Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term 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.
Named Executive Officer Form of Equity Awards
Beginning January 30, 2026, the Company will begin using a form of (i) restricted stock unit award agreement, (ii) performance unit award agreement and (iii) nonqualified stock option award agreement that will be used to make awards to certain employees, including named executive officers, under The Scotts Miracle-Gro Company Long-Term Incentive Plan.
Director Form of Equity Awards
Beginning January 30, 2026, the Company will begin using a form of (i) restricted stock unit award agreement and (ii) deferred stock unit award agreement that will be used to make awards to non-employee directors under The Scotts Miracle-Gro Company Long-Term Incentive Plan.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 26, 2026, 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 1, 2025, the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 58,007,149 Common Shares of the Company issued and outstanding, each share being entitled to one vote. At the Annual Meeting, the holders of 52,593,350 Common Shares, or approximately 91% 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, Edith Avilés, Roberto Candelino and Mark D. Kingdon was elected as a director of the Company to serve for a term expiring at the Annual Meeting of Shareholders to be held in 2029. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||||||||
| James Hagedorn | 45,089,621 | 2,102,204 | 111,684 | 5,289,841 | ||||||||||||||||||||||
| Edith Avilés | 43,525,317 | 3,673,785 | 104,407 | 5,289,841 | ||||||||||||||||||||||
| Roberto Candelino | 44,922,875 | 2,275,175 | 105,459 | 5,289,841 | ||||||||||||||||||||||
| Mark D. Kingdon | 44,710,529 | 2,484,269 | 108,711 | 5,289,841 | ||||||||||||||||||||||
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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 | |||||||||||||||||
| 39,606,777 | 7,422,471 | 274,261 | 5,289,841 | |||||||||||||||||
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, 2026.
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 | Broker Non-Votes | |||||||||||||||||
| 51,007,262 | 1,352,964 | 233,124 | — | |||||||||||||||||
To Approve an Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan to, Among Other Things, Increase the Maximum Number of Common Shares Available for Issuance.
The amendment and restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan to, among other things, increase the maximum number of common shares available for issuance under the Plan was approved. The results of the vote were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 30,015,373 | 17,031,657 | 256,479 | 5,289,841 | |||||||||||||||||
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 | The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective January 26, 2026) | ||||
| 10.2 | Form of Standard Nonqualified Stock Option Award Agreement for Employees used to evidence grants which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan | ||||
| 10.3 | Form of Standard Restricted Stock Unit Award Agreement for Employees used to evidence grants which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan | ||||
| 10.4 | Form of Performance Unit Award Agreement which may be made under The Scotts Miracle-Gro Long-Term Incentive Plan | ||||
| 10.5 | Form of Standard Restricted Stock Unit Award Agreement for Non-Employee Directors (with Related Dividend Equivalents) which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan | ||||
| 10.6 | Form of Deferred Stock Unit Award Agreement for Non-Employee Directors (with Related Dividend Equivalents) which may be made under The Scotts Miracle-Gro Company Long-Term Incentive Plan | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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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: | January 29, 2026 | By: | /s/ DIMITER TODOROV | ||||||||
| Printed Name: Dimiter Todorov | |||||||||||
| Title: Executive Vice President, Chief Legal Officer & Corporate Secretary | |||||||||||
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INDEX TO EXHIBITS
Current Report on Form 8-K
Dated January 29, 2026
The Scotts Miracle-Gro Company
| Exhibit No. | Description | ||||
| 10.1 | |||||
| 10.2 | |||||
| 10.3 | |||||
| 10.4 | |||||
| 10.5 | |||||
| 10.6 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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