SCOTTS MIRACLE-GRO CO 8-K

What Happened

• Scotts Miracle‑Gro Company (SMG) filed an 8‑K reporting results of its virtual Annual Meeting held January 26, 2026. Shareholders approved an amendment and restatement of the company’s Long‑Term Incentive Plan (effective January 26, 2026) to add 2,750,000 common shares available for awards. The record date for the meeting was December 1, 2025 (58,007,149 shares outstanding), and about 52,593,350 shares (~91%) were represented, establishing a quorum.
• The company also reported director election results: James Hagedorn, Edith Avilés, Roberto Candelino and Mark D. Kingdon were elected to terms expiring in 2029. In addition, the advisory "say‑on‑pay" vote for named executive officer compensation was approved and Deloitte & Touche LLP was ratified as auditor. New standard award agreement forms for named executive officers and non‑employee directors will be used beginning January 30, 2026.

Key Details

• LTIP increase approved to add 2,750,000 common shares to the plan (effective Jan 26, 2026). Vote: 30,015,373 For; 17,031,657 Against; 256,479 Abstentions; 5,289,841 Broker Non‑Votes.
• Annual Meeting turnout: 52,593,350 shares voted (~91% of 58,007,149 outstanding).
• Director elections: Hagedorn, Avilés, Candelino and Kingdon elected for terms through 2029. Example vote (Hagedorn): 45,089,621 For; 2,102,204 Against; 111,684 Abstentions; 5,289,841 Broker Non‑Votes.
• Say‑on‑pay advisory vote passed: 39,606,777 For; 7,422,471 Against; 274,261 Abstentions; 5,289,841 Broker Non‑Votes. Auditor ratified: 51,007,262 For; 1,352,964 Against; 233,124 Abstentions.

Why It Matters

• The LTIP share increase expands the pool of common shares the company can grant as equity compensation, which can help attract and retain executives but also represents potential future dilution for shareholders; the increase equals up to ~4.7% of shares outstanding (2.75M / 58.01M).
• Voting results show meaningful shareholder opposition to the LTIP amendment (over 17M votes against), signaling investor concern about compensation or dilution even though the proposal passed. The re‑election of the four directors, approval of executive pay on an advisory basis, and auditor ratification maintain current governance continuity. Investors should note the new award agreement forms effective Jan 30, 2026 as the mechanism for future equity grants.