SMG 2013-08-05 8-K

0001546380-13-000021.txt : 20130805 0001546380-13-000021.hdr.sgml : 20130805 20130805164921 ACCESSION NUMBER: 0001546380-13-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130805 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130805 DATE AS OF CHANGE: 20130805 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOTTS MIRACLE-GRO CO CENTRAL INDEX KEY: 0000825542 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] IRS NUMBER: 311414921 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11593 FILM NUMBER: 131010736 BUSINESS ADDRESS: STREET 1: 14111 SCOTTSLAWN ROAD CITY: MARYSVILLE STATE: OH ZIP: 43041 BUSINESS PHONE: 9376440011 MAIL ADDRESS: STREET 1: 14111 SCOTTSLAWN ROAD STREET 2: N/A CITY: MARYSVILLE STATE: OH ZIP: 43041 FORMER COMPANY: FORMER CONFORMED NAME: SCOTTS COMPANY DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CDS HOLDING CORP DATE OF NAME CHANGE: 19900104 8-K 1 form8-k08052013.htm 8-K SMG 2013-08-05 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): August 5, 2013 (July 30, 2013)

_________________________________

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 Arrangement for Certain Officers.

On July 30, 2013, 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 Lieutenant General (retired) John Randolph Vines as a Class II member of the Board in order to fill an existing vacancy. As a Class II director, General Vines will hold office for a term that will expire at the 2015 Annual Meeting of Shareholders of the Company. Upon the recommendation of the Governance and Nominating Committee of the Board, the Board also appointed General Vines to serve on the Board's Governance and Nominating Committee and Strategy and Business Development Committee.

General Vines, in his capacity as a non-employee director of the Company, will receive the same compensation for 2013 as other non-employee directors of the Company, pro-rated to reflect his time served on the Board, the Governance and Nominating Committee and the Strategy and Business Development Committee during the 2013 calendar year. A description of the compensation paid to non-employee directors may be found in the Company's Proxy Statement for the 2013 Annual Meeting of Shareholders filed with the SEC on December 7, 2012.

A copy of the press release issued by the Company on August 2, 2013 announcing the appointment of General Vines 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.

(d) Exhibits:



Exhibit No.	Description
99.1	News Release issued by The Scotts Miracle-Gro Company on August 2, 2013

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: August 5, 2013	By: /s/ LAWRENCE A. HILSHEIMER
	Printed Name: Lawrence A. Hilsheimer
	Title: Executive Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Current Report on Form 8-K

Dated August 5, 2013

The Scotts Miracle-Gro Company



Exhibit No.	Exhibit Description
99.1	News Release issued by The Scotts Miracle-Gro Company on August 2, 2013

EX-99.1 2 exhibit99108052013.htm EXHIBIT 99.1 Exhibit 99.1 08052013

Exhibit 99.1

NEWS

The Scotts Miracle-Gro Company

Scotts Miracle-Gro Announces the Appointment of

Lieutenant General John Randolph Vines to its Board of Directors

MARYSVILLE, Ohio (August 2, 2013) – The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden products, announced that Lieutenant General (retired) John Randolph Vines has been named to its Board of Directors, effective immediately.

“We are pleased to have John as an addition to our board,” said Jim Hagedorn, chairman and chief executive officer. “His wide-ranging leadership, strategy and team-building experience will be an exceptional benefit to us.”

LTG Vines retired in 2007 after 35 years active service. He was in continuous command for his last six years of service, including Commander, US Army's XVIII Airborne Corps and Multi-National Corps Iraq. In addition, he commanded the Combined Joint Task Force 180 Afghanistan. LTG Vines also served as the Senior Defense Representative to Afghanistan and Pakistan and previously commanded the 82nd Airborne Division, which included a year-long deployment in Afghanistan.

Following retirement, he was a Department of Defense Senior Mentor to US Army and Joint senior leadership and deploying combat units.

LTG Vines resides in Savannah, Georgia. He received a Master of Arts in National Security and Strategy from the U.S. Naval War College and a Bachelors of Science degree from the University of Alabama. He will serve on the Company’s Governance and Nominating Committee and the Strategy and Business Development Committee, with a term that expires in 2015.

About ScottsMiracle-Gro

With more than $2.8 billion in worldwide sales, 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. The Company's brands are the most recognized in the industry. In the U.S., the Company's Scotts®, Miracle-Gro® and Ortho® 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., we operate Scotts LawnService®, the second largest residential lawn care service business. In Europe, the Company's brands include Weedol®, Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligène® and Substral®. For additional information, visit us at www.scotts.com.

Contact:

Kimberly Green

Investor Relations Manager

(937) 578-5107