0001157523-18-002288.txt : 20181102 0001157523-18-002288.hdr.sgml : 20181102 20181102121522 ACCESSION NUMBER: 0001157523-18-002288 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181102 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: 20181102 DATE AS OF CHANGE: 20181102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL GARDEN & PET CO CENTRAL INDEX KEY: 0000887733 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 680275553 STATE OF INCORPORATION: DE FISCAL YEAR END: 0926 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33268 FILM NUMBER: 181156148 BUSINESS ADDRESS: STREET 1: 1340 TREAT BOULEVARD STREET 2: SUITE 600 CITY: WALNUT CREEK STATE: CA ZIP: 94597 BUSINESS PHONE: 9259484000 MAIL ADDRESS: STREET 1: 1340 TREAT BOULEVARD STREET 2: SUITE 600 CITY: WALNUT CREEK STATE: CA ZIP: 94597 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL GARDEN & PET COMPANY DATE OF NAME CHANGE: 19941019 8-K 1 a51893225.htm CENTRAL GARDEN & PET COMPANY 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):  November 2, 2018

Central Garden & Pet Company
(Exact name of registrant as specified in its charter)

Delaware

001-33268

68-0275553

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification

Number)

1340 Treat Boulevard, Suite 600

Walnut Creek, California 94597

(Address of Principal Executive

Offices including Zip Code)

 

(925) 948-4000
(Registrant’s Telephone Number, including Area Code)

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))

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-2 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 Section 13(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.

On November 2, 2018, Central Garden & Pet Company (the “Company”) announced the appointment of John Hanson to the Company’s Board of Directors effective immediately. Mr. Hanson has not been appointed to any board committees.

Mr. Hanson has been an independent consultant since 2013.  He served as Chief Executive Officer of Oasis Brands Inc. from 2015 to 2017.  Previously, Mr. Hanson served in various positions at Conagra Brands from 1996 to 2012, including most recently as President Frozen Foods from 2008 to 2012.

There are no transactions reportable under Item 404(a) of Regulation S-K in which Mr. Hanson has a direct or indirect material interest.  He will be entitled to receive the standard cash and equity compensation paid to all directors as described in the Company’s most recent proxy statement.  A copy of the press release announcing the above appointment is furnished as Exhibit 99.1 to this Current Report.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number   Exhibit Title or Description
 

99.1

Press release issued by the Company dated November 2, 2018.

2

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.

 

CENTRAL GARDEN & PET COMPANY

 

 
Date: November 2, 2018 By:

/s/ George A. Yuhas

George A. Yuhas

General Counsel and Secretary

3

EX-99.1 2 a51893225ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Central Garden & Pet Company Names New Independent Director

WALNUT CREEK, Calif.--(BUSINESS WIRE)--November 2, 2018--Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA), a leading innovator, producer and distributor of branded and private label products for the lawn & garden and pet supplies markets, today announced that it has appointed a new independent director, John Hanson, to the Company’s Board of Directors, effective immediately. The appointment of Mr. Hanson increases Central’s Board from nine to ten directors.

“We are pleased to welcome John to Central’s Board. John’s over 25 years of leadership experience in the Consumer Packaged Goods (CPG) arena make him an invaluable resource for the organization,” said Sonny Pennington, Chairman of the Board of Central Garden & Pet. “He is well-versed on what it takes for a company to grow both organically and through acquisitions, and we look forward to his engagement with the Board and management as we seek to continue to drive long-term revenue and profit growth, all while enhancing shareholder value.”

Mr. Hanson has worked in a number of leadership positions in marketing, sales, and general management over his nearly thirty-year career. He spent four years as President of ConAgra’s Frozen Food division, where he had strategic and operational oversight for the portfolio of brands and grew the business organically and through acquisition from $1.7 billion in annual sales to over $2.5 billion while also increasing profitability. Mr. Hanson was also CEO of Oasis Brands where he led a turnaround and geographic expansion. He is currently a consultant to CPG companies.

Mr. Hanson earned a BBA in Management & Marketing and an MBA in Marketing from the School of Business at the University of Wisconsin-Madison. He currently resides in Scottsdale, Arizona.


About Central Garden & Pet

Central Garden & Pet Company is a leading innovator, producer and distributor of branded and private label products for the lawn & garden and pet supplies markets. Committed to new product innovation, our products are sold to specialty independent and mass retailers. Participating categories in Lawn & Garden include: Grass seed and the brands PENNINGTON®, and THE REBELS®; wild bird feed and the brand PENNINGTON®; weed and insect control and the brands AMDRO®, SEVIN®, and OVER-N-OUT®; fertilizer and the brands PENNINGTON® and IRONITE®; live plants from BELL NURSERY; and decorative outdoor patio products under the PENNINGTON® brand. We also provide a host of other regional and application-specific garden brands and supplies. Participating categories in Pet include: Animal health and the brands ADAMS, COMFORT ZONE®, FARNAM®, HORSE HEALTH and VITAFLEX®; aquatics and reptile and the brands AQUEON®, CORALIFE®, SEGREST and ZILLA®; bird & small animal and the brands KAYTEE®, Forti-Diet® and CRITTER TRAIL®; and dog & cat and the brands TFH, NYLABONE®, FOUR PAWS®, IMS®, CADET®, DMC, K&H Pet Products, PINNACLE® and AVODERM®. We also provide a host of other application-specific pet brands and supplies. Central Garden & Pet Company is based in Walnut Creek, California, and has approximately 5,000 employees, primarily in North America. For additional information on Central Garden & Pet Company, including access to the Company's SEC filings, please visit the Company’s website at www.central.com.

CONTACT:
Central Garden & Pet Company
Steve Zenker, 925-948-3657
VP Finance - Investor Relations, FP&A & Corporate Communications