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): May 17, 2017
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) |
(I.R.S. 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 May 17, 2017, the Board of Directors of Central Garden & Pet Company (the “Company”) appointed Nicholas (Niko) Lahanas, age 48, as the Chief Financial Officer (principal financial officer) of the Company, effective immediately. Howard Machek, who served as the acting principal financial officer since September 2016, will continue as the Chief Accounting Officer (principal accounting officer).
Mr. Lahanas’s annual salary is $380,000 and his target bonus percentage for fiscal 2017 is 45% of his annual salary. Mr. Lahanas also received a supplemental grant of 6,400 shares of Class A common stock, one-third of which will vest on the third, fourth, and fifth anniversary of the date of the grant.
Mr. Lahanas has worked at the Company for over 10 years, holding a variety of finance positions within the Company. Immediately prior to his promotion, Mr. Lahanas served as Senior Vice President of Finance and Chief Financial Officer of the Company’s Pet segment from April 2014 to May 2017 and, prior to this position, Mr. Lahanas was Vice President of Corporate Financial Planning & Analysis from October 2011 to March 2014 and, prior to this position, Mr. Lahanas was the Director of Business Performance from March 2008 to October 2011, where his primary focus was on business unit profitability and, prior to this position, Mr. Lahanas was a Finance Manager from October 2006 to March 2008 in the Company’s Garden segment. Prior to joining the Company, Mr. Lahanas worked in private equity and investment banking.
There are no family relationships between any director or executive officer of the Company and Mr. Lahanas, and no transactions reportable under Item 404(a) of Regulation S-K in which Mr. Lahanas has a direct or indirect material interest. 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 entitled “Central Garden & Pet Company Announces Executive Appointment” dated May 22, 2017. | |
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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: May 22, 2017 | By: | /s/ George A. Yuhas | ||||
| George A. Yuhas General Counsel and Secretary | ||||||
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EXHIBIT INDEX
| Exhibit |
Exhibit Title or Description | |
| 99.1 | Press release issued by the Company entitled “Central Garden & Pet Company Announces Executive Appointment” dated May 22, 2017. | |
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Exhibit 99.1
CENTRAL GARDEN & PET ANNOUNCES EXECUTIVE APPOINTMENT
Walnut Creek, CA – (May 22, 2017) – Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA), a leading innovator, marketer and producer of quality branded products for the lawn and garden and pet supplies markets, today announced the appointment of Nicholas “Niko” Lahanas as Chief Financial Officer.
Lahanas has worked at Central Garden & Pet for over ten years, holding a variety of Finance positions within the company. He most recently served as a SVP Finance, Operations Management & Reporting and CFO of Central’s Pet Segment. Formerly he held positions as VP of Corporate Financial Planning & Analysis, and Director of Business Performance, focusing on business unit profitability. Prior to joining Central, Niko worked in Private Equity and Investment Banking for over eight years. He holds a Masters of Business Administration degree from The George Washington University and a Bachelor of Arts degree in Psychology from University of California, Berkeley.
Lahanas will report to President & CEO George Roeth. Roeth commented, “Niko is a proven leader who has been a valuable asset to the organization in helping it evolve and grow over the last ten years. His experience in many financial, strategic and operating aspects of the organization will be invaluable as Central seeks to continue its strong performance in the years ahead.”
About Central Garden & Pet
Central Garden & Pet Company is a leading innovator, marketer and producer of quality branded 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®, IRONITE® and OVER-N-OUT®; 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™ and ZODIAC®; aquatics and reptile and the brands AQUEON®, CORALIFE®, SEGREST and ZILLA®; bird & small animal and the brands KAYTEE®, Forti-Diet® and CRITTER TRAIL®; dog & cat and the brands TFH™, NYLABONE®, FOUR PAWS®, IMS™, CADET®, DMC™, K&H Pet Products®, PINNACLE® and AVODERM®; and equine and the brands FARNAM®, HORSE HEALTH™ and VITAFLEX®. 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 4,100 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: Steve Zenker
Vice President, Investor Relations & Communications
Central Garden & Pet Company
925-948-3657
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