SCOTTS MIRACLE-GRO CO 8-K

What Happened
Scotts Miracle-Gro Company announced a leadership transition: Nathan E. Baxter was named President & Chief Executive Officer effective June 26, 2026 and was elected to the Board. He succeeds James Hagedorn, who had been CEO since 2001 and Chairman since 2003 and has resigned from the Board. The Board elected Lead Independent Director Peter Shumlin as Chairman. Director Nick Miaritis resigned from the Board effective June 26, 2026.

Key Details

• Nathan E. Baxter (age 53) previously served as President & Chief Operating Officer since Nov 2024 and was elected CEO effective June 26, 2026. He is a general partner of the Hagedorn Partnership, L.P., the company’s largest shareholder.
• Baxter’s compensation: $1,100,000 annual base salary; 150% target annual incentive (prorated this fiscal year); $5,250,000 annual target under the Long Term Incentive Plan for the upcoming fiscal year; plus a $2,000,000 true-up restricted stock unit grant for the remainder of the current fiscal period. He remains a Tier 1 participant under the Executive Severance Plan.
• James Hagedorn’s separation: in lieu of a 3x salary/bonus lump sum under his 2013 Severance Agreement, he will be paid $17,400,000 reduced by his accrued pension value, paid over 12 months. Additional consideration includes $500,000 for airplane-related services and $150,000 for administrative support. He will also receive $3,600,000 for non-compete and related covenants, payable over three years. Payments are conditioned on Hagedorn not revoking a release of claims.
• The company filed a Separation Agreement and referenced the existing Severance Agreement; a corporate press release was furnished with the 8-K.

Why It Matters
This is a material leadership and governance change: a long-tenured founder-era CEO (Hagedorn) is stepping down and being replaced by an internal executive (Baxter) with operational experience and ties to the company’s largest shareholder. Investors should note the near-term cash impact from Hagedorn’s separation payments and the compensation packages for the new CEO (base pay, incentive targets, and equity awards). The board leadership change (Peter Shumlin as Chairman) and the resignations reduce continuity at the board level but preserve executive continuity through Baxter’s internal promotion.