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) February 13, 2015

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 No.)

1340 Treat Boulevard, Suite 600, Walnut Creek, California	94597
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (925) 948-4000

(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 (see General Instruction A.2. below):

¨ 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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Fiscal 2014 Bonus Determinations

On February 13, 2015, the Compensation Committee of the Board of Directors of Central Garden & Pet Company (the “Company”) approved cash bonus payments to certain of the Company’s named executive officers in respect of fiscal 2014. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Proxy Statement for its 2015 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 29, 2014 (the “Proxy Statement”), because the amount of the bonuses had not been determined at the time of filing the Proxy Statement. In accordance with Item 5.02(f), the table below updates the Bonus and Total columns in the fiscal 2014 summary compensation table for the named executive officers previously set forth in the Proxy Statement. No other amounts have changed.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary ($)			Bonus ($)			Stock Awards (1)($)		Option Awards (2)($)		All Other Compen sation (3)($)		Total ($)
John R. Ranelli		2014		673,000			505,000			1,078,157		—		418,806		2,674,963
President and Chief Executive Officer		2013		414,154	(4)		475,306	(5)		445,000		987,501		578,022		2,899,983
William E. Brown		2014		390,000			390,000			—		—		11,707		791,707
Chairman and former Chief Executive Officer		2013		490,000	(6)		—			—		—		10,813		500,813
		2012		675,000			—			—		—		13,870		688,870
Lori A. Varlas		2014		427,308			193,000			220,370		—		25,994		866,672
Senior Vice President and Chief Financial Officer		2013		414,616			105,000			—		87,500		26,279		633,395
		2012		409,231			105,000			—		123,750		26,567		664,548
Michael Reed		2014		435,962			220,000			543,006		—		24,361		1,223,329
Executive Vice President		2013		425,000			212,500	(7)		—		87,500		21,190		746,190
		2012		441,346			60,000			—		137,500		21,239		660,085
George A. Yuhas		2014		417,308			188,000			142,670		—		25,074		773,052
General Counsel		2013		404,615			165,000	(7)		—		87,500		25,731		682,846
Steven LaMonte		2014		270,423	(8)		—			—		—		225,673		496,096
Former Executive Vice President and President –		2013		436,915			—			—		122,500		258,587		818,002
Garden		2012		163,462	(8)		45,000			374,000		210,400		113,070		905,932

(1) This column represents the grant date fair value in accordance with ASC 718. 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 December 11, 2014 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.

2

(3) The components of the “All Other Compensation” column for fiscal 2014 are detailed in the following table:

Description	Ranelli		Brown		Varlas		Reed		Yuhas		LaMonte
Company matching contribution to 401(k) plan	$	2,071	$	2,500	$	3,050	$	3,050	$	2,254	$	2,711
Medical and life insurance premiums		9,311		9,207		10,944		9,311		10,820		11,336
Car allowance or lease		12,000		—		12,000		12,000		12,000		6,000
Severance		—		—		—		—		—		205,385
Relocation expenses		84,560		—		—		—		—		—
Housing allowance		126,000		—		—		—		—		—
Tax gross-up payments		67,413		—		—		—		—		—
Total	$	418,806	$	11,707	$	25,994	$	24,361	$	25,074	$	225,672

(4) Mr. Ranelli was appointed Chief Executive Officer in February 2013.

(5) Reflects bonus for fiscal 2013 settled in fully vested shares of common stock.

(6) Mr. Brown served as Chief Executive Officer until February 2013. His base salary was reduced from $675,000 per year to $390,000 per year to reflect the reduction in his responsibilities subsequent to stepping down as Chief Executive Officer.

(7) Includes the $65,000 portion of the bonus for fiscal 2013 settled in fully vested shares of Class A common stock.

(8) Mr. LaMonte served as Executive Vice President and President – Garden Products from May 2012 until February 2014.

3

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
By:	/s/ John R. Ranelli
	John R. Ranelli
	President and Chief Executive Officer

Dated: February 20, 2015

4