Date of Report (Date of earliest event reported) |
(Exact name of registrant as specified in its charter) |
|
|
|
||
(State or other jurisdiction
of incorporation)
|
(Commission File
Number)
|
(IRS Employer
Identification No.)
|
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code |
(
|
|
(Former name or former address, if changed since last report) |
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
|
||
|
|
|
Emerging growth company |
|
Item 5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
|
Name and Principal Position
|
Year
|
Salary
($) |
Bonus
($) |
Stock
Awards
(1)($)
|
Option
Awards (2)($) |
Non-Equity
Incentive Plan Compensation
($) |
All Other
Compensation (3)($) |
Total
($) |
||||||||
Timothy P. Cofer
Former Chief Executive Officer(4) |
2023
|
1,080,902
|
—
|
2,299,977
|
614,800
|
—
|
2,620,159
|
6,615,838
|
||||||||
2022
|
1,017,308
|
—
|
3,199,970
|
—
|
581,175
|
2,407,971
|
7,206,424
|
|||||||||
2021
|
992,404
|
—
|
1,149,978
|
1,107,000
|
1,512,000
|
264,624
|
5,026,006
|
|||||||||
Nicholas Lahanas
Chief Financial Officer
|
2023
|
508,669
|
—
|
249,998
|
—
|
222,000
|
11,685
|
992,352
|
||||||||
2022
|
478,662
|
—
|
249,983
|
—
|
125,400
|
10,426
|
864,471
|
|||||||||
2021
|
466,988
|
—
|
100,013
|
75,442
|
326,000
|
9,998
|
978,441
|
|||||||||
John Hanson
President Pet Consumer Products |
2023
|
545,838
|
—
|
249,998
|
—
|
328,000
|
48,113
|
1,171,949
|
||||||||
2022
|
513,716
|
—
|
249,983
|
—
|
135,300
|
100,112
|
999,111
|
|||||||||
2021
|
501,235
|
—
|
100,013
|
75,442
|
342,000
|
132,955
|
1,151,645
|
|||||||||
Joyce M. McCarthy
General Counsel
and Secretary
|
2023
|
448,252
|
50,000
|
199,998
|
—
|
157,000
|
124,742
|
979,992
|
||||||||
John D. Walker
President Garden Consumer Products |
2023
|
559,000
|
—
|
249,998
|
—
|
136,000
|
43,735
|
988,733
|
||||||||
2022
|
525,519
|
—
|
249,983
|
—
|
127,100
|
38,098
|
940,700
|
|||||||||
2021
|
512,733
|
—
|
100,013
|
75,442
|
320,000
|
47,272
|
1,055,460
|
(1)
|
This column represents the grant date fair value in accordance with ASC 718 of restricted stock and performance share
units (“PSUs”) awarded the named executive officers in fiscal 2023. The amounts shown include the aggregate grant date fair value of the shares issuable for PSUs at target achievement. The aggregate grant date fair values of the
maximum number of shares issuable pursuant to the PSUs are $2,587,494 for Mr. Cofer, $281,257 for each of Messrs. Lahanas, Hanson, and Walker, and $224,998 for Ms. McCarthy. These amounts do not represent the actual value that
may be realized by the named executive officers.
|
(2)
|
This column represents the grant date fair value in accordance with ASC 718. Please refer to Note 14, “Stock-Based
Compensation”, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10−K filed on November 28, 2023 for the relevant assumptions used to determine the compensation cost of our stock option
awards. These amounts do not represent the actual value, if any, that may be realized by the named executive officers.
|
(3)
|
The components of the “All Other Compensation” column for fiscal 2023 are detailed in the following
table:
|
Description
|
Cofer
|
Lahanas
|
Hanson
|
McCarthy
|
Walker
|
|||||||||||||||
Company matching contribution to 401(k) plan
|
$
|
9,900
|
$
|
9,900
|
$
|
9,900
|
$
|
12,842
|
$
|
9,900
|
||||||||||
Retention payment
|
2,393,453
|
—
|
—
|
—
|
—
|
|||||||||||||||
Medical and life insurance premiums and medical reimbursement
|
22,355
|
1,785
|
22,176
|
8,927
|
24,235
|
|||||||||||||||
Car allowance or lease
|
13,200
|
—
|
12,000
|
—
|
9,600
|
|||||||||||||||
Commute expense reimbursement
|
37,106
|
—
|
—
|
—
|
—
|
|||||||||||||||
Mobile device
|
—
|
—
|
1,080
|
—
|
—
|
|||||||||||||||
Housing allowance
|
67,516
|
—
|
2,306
|
—
|
—
|
|||||||||||||||
Relocation
|
—
|
—
|
—
|
89,139
|
—
|
|||||||||||||||
Tax gross up
|
48,164
|
—
|
651
|
13,834
|
—
|
|||||||||||||||
Financial planning allowance
|
28,465
|
—
|
—
|
—
|
—
|
|||||||||||||||
Total
|
$
|
2,620,159
|
$
|
11,685
|
$
|
48,113
|
$
|
124,742
|
$
|
43,735
|
(4)
|
Mr. Cofer resigned as the Company’s Chief Executive Officer effective October 6, 2023.
|
Item 5.07 |
Submission of Matters to a Vote of Security Holders.
|
1.
|
The election of nine directors to serve until the 2025 Annual Meeting and until their successors are duly elected
and qualified.
|
2.
|
The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for
the fiscal year ending on September 28, 2024.
|
Director Nominee
|
For
|
Withheld
|
Broker Non-Votes
|
|||
William E. Brown
|
16,713,322
|
3,498,041
|
294,412
|
|||
Courtnee Chun
|
17,883,058
|
2,328,305
|
294,412
|
|||
Lisa Coleman
|
17,859,281
|
2,352,082
|
294,412
|
|||
Brendan P. Dougher
|
17,883,037
|
2,328,326
|
294,412
|
|||
Michael J. Griffith
|
17,779,238
|
2,432,125
|
294,412
|
|||
Christopher T. Metz
|
17,816,552
|
2,394,811
|
294,412
|
|||
Brooks M. Pennington III
|
16,494,151
|
3,717,212
|
294,412
|
|||
John R. Ranelli
|
17,638,764
|
2,572,599
|
294,412
|
|||
Mary Beth Springer
|
17,943,791
|
2,267,572
|
294,412
|
For
|
Against
|
Abstain
|
Broker Non-Votes(1)
|
|||
20,408,817
|
377,599
|
1,135
|
0
|
(1)
|
Pursuant to the rules of the New York Stock Exchange, this proposal constituted a routine matter.
Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.
|
|
CENTRAL GARDEN & PET COMPANY | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Joyce M. McCarthy | |
|
Joyce M. McCarthy | ||
|
General Counsel and Secretary |