8-K

 

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): April 8, 2009

The Scotts Miracle-Gro Company
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	001-11593	31-1414921
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. 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.

On April 8, 2009, the Board of Directors (the "Board") of The Scotts Miracle-Gro Company (the "Company"), upon the recommendation of the Governance and Nominating Committee of the Board, appointed Alan H. Barry as a Class II member of the Board in order to fill an existing vacancy. As a Class II director, Mr. Barry will hold office for a term which will expire at the 2012 Annual Meeting of Shareholders of the Company. Upon the recommendation of the Governance and Nominating Committee of the Board, the Board also appointed Mr. Barry to serve on the Board’s Audit Committee and Compensation and Organization Committee.

Mr. Barry, 66, is the retired President and Chief Operating Officer of Masco Corporation, a manufacturer, distributor and installer of home improvement and building products. Mr. Barry, who served as President and Chief Operating Officer of Masco Corporation from April 2003 until December 2007, began his career at Masco Corporation in 1972.

The Board has determined that Mr. Barry and his immediate family members have not had (and do not propose to have) a direct or indirect interest in any transaction in which the Company or any of the Company’s subsidiaries was (or is proposed to be) a participant that would be required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K. The Board has also determined that Mr. Barry satisfies the independence requirements set forth in the applicable sections of the New York Stock Exchange Listed Company Manual and the applicable rules and regulations of the Securities and Exchange Commission. Mr. Barry, in his capacity as a non-employee director of the Company, will receive the same compensation for 2009 as other non-employee directors of the Company, pro-rated to reflect his time served on the Board, the Audit Committee and the Compensation and Organization Committee during the 2009 calendar year.

A copy of the press release issued by the Company on April 14, 2009 announcing the appointm ent of Mr. Barry as a director is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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:

99.1 - News Release issued by The Scotts Miracle-Gro Company on April 14, 2009

SIGNATURES

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
April 14, 2009	By:	/s/ Vincent C. Brockman
		Name: Vincent C. Brockman
		Title: Executive Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	News Release issued by The Scotts Miracle-Gro Company on April 14, 2009

EX-99.1

The Scotts Miracle-Gro Company NEWS

The Scotts Miracle-Gro Company Announces Appointment of
Alan H. Barry to Board of Directors

MARYSVILLE, Ohio (April 14, 2009) – The Scotts Miracle-Gro Company (NYSE: SMG), the global leader in the consumer lawn and garden products category, announced that Alan H. Barry has been named to its Board of Directors effective April 8, 2009. His appointment fills one of the two current vacancies on the Board.

Mr. Barry was with Masco Corporation until January 31, 2008, serving as president and chief operating officer until December 31, 2007. During his more than 30-year tenure at Masco, his leadership was key in developing strong relationships with the wholesale, homebuilder and retail channels.

“Alan is an extremely talented executive whose unique blend of skills will make our Board even stronger,” said Jim Hagedorn, chairman and chief executive officer. “His background, which encompasses virtually every element of a corporation, will be critical in our Board discussions as we execute against our long-term growth strategies aimed at driving shareholder value.”

Mr. Barry lives in Michigan and Arizona and is a graduate of the University of Toledo. He will serve on the Audit and Compensation and Organization committees of the Board with a term that expires in 2012.

About ScottsMiracle-Gro

With nearly $3 billion in worldwide sales and more than 6,000 associates, The Scotts Miracle-Gro Company, through its wholly-owned subsidiary, The Scotts Company LLC, is the world’s largest marketer of branded consumer products for lawn and garden care, with products for professional horticulture as well. The Company’s brands are the most recognized in the industry. In the U.S., the Company’s Scotts®, Miracle-Gro®, Ortho® and Smith & Hawken® brands are market-leading in their categories, as is the consumer Roundup® brand, which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. In the U.S. the Company operates Scotts LawnService®, the second largest residential lawn care service business. In Europe, the Company’s brands include Weedol®, Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligene® and Substral®. For additional information, visit us at www.scotts.com.

Media Contact
Keri Butler, Public Affairs
The Scotts Miracle-Gro Company
937.644.7410