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): December 6, 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 December 6, 2017, the Board of Directors of Central Garden & Pet Company (the “Company”) appointed Michael J. Edwards to the Board of Directors. Mr. Edwards has not been appointed to any board committees.
Mr. Edwards served as Chief Executive Officer, of eBags.com (a leading online bag retailer owned by Samsonite) from 2015 to 2017. From 2012 to 2015, Mr. Edwards was the Global Chief Merchandising Officer of Staples (an office supplies retailer). From 2010 to 2011, Mr. Edwards was the President and Chief Executive Officer, and from 2009 to 2010 the Executive Vice President and Chief Merchandising Officer of Borders Group.
There are no transactions reportable under Item 404(a) of Regulation S-K in which Mr. Edwards 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 |
Exhibit Title or Description | |
| 99.1 |
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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: December 7, 2017 | By: | /s/ George A. Yuhas | ||||
| George A. Yuhas General Counsel and Secretary | ||||||
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Exhibit 99.1
CENTRAL GARDEN & PET COMPANY NAMES
NEW INDEPENDENT DIRECTOR
WALNUT CREEK, CALIFORNIA, December 7, 2017 – 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, Mike Edwards, to the Company’s Board of Directors, effective immediately.
Mr. Edwards most recently served as the CEO and President of eBags, which was purchased by Samsonite in August of this year. Previously, he worked as EVP Global Merchandising for Staples, where he was responsible for merchandising strategy and new business development, managing the global private label and innovation teams across 26 countries. Prior to that, Mr. Edwards served as President & CEO of Borders, Inc. Over his career Mr. Edwards has held numerous other senior management roles with retailers and has also worked with a number of start-ups, serving as Chairman or CEO to those organizations. He currently serves on the board of Flexsteel Industries and the Board of Trustees of Drexel University. He holds a Bachelor’s of Science degree from Drexel University in Philadelphia.
George Roeth, President & CEO of Central, said, “We are pleased to welcome Mike to the Board at Central. Mike’s strong background in merchandising, manufacturing, and retailing, both in the bricks and mortar and e-commerce areas, is an important asset to our Company, as it seeks to grow revenues and profits in the years ahead.” Roeth continued, “Mike’s skills in understanding consumers and what drives their purchasing decisions is valuable insight for the organization and I look forward to working with him.”
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®, 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
VP Finance - Investor Relations, FP&A & Corporate Communications
Central Garden & Pet Company
925-948-3657
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