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 8, 2019
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) | |||
(925) 948-4000
Registrant’s telephone number, including area code
(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))
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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Planned Retirement of CEO
On February 8, 2019, George Roeth, the Chief Executive Officer of Central Garden & Pet Company (the “Company”), announced his intention to retire as Chief Executive Officer at the end of the Company’s fiscal year on September 28, 2019. The Company’s Board of Directors (the “Board”) will form a Succession Committee to identify a successor with the assistance of a leading executive search firm.
Fiscal 2018 Bonus Determinations
On February 11, 2019, the Compensation Committee of the Board of the Company approved cash bonus payments to the Company’s named executive officers, in respect of fiscal 2018. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Proxy Statement for its 2019 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 21, 2018 (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 2018 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)($) |
Total ($) |
|||||||||||||||||||||
| George C. Roeth President and Chief Executive Officer(4) |
2018 | 820,673 | 753,750 | 750,001 | 744,203 | 51,876 | 3,120,503 | |||||||||||||||||||||
| 2017 | 775,000 | 900,000 | 699,157 | 806,054 | 53,019 | 3,233,230 | ||||||||||||||||||||||
| 2016 | 232,500 | 795,000 | (5) | 520,040 | 40,147 | 266,048 | 1,853,735 | |||||||||||||||||||||
| Nicholas Lahanas Chief Financial Officer(6) |
2018 | 387,308 | 225,000 | — | 143,240 | 3,701 | 759,249 | |||||||||||||||||||||
| 2017 | 346,246 | 185,000 | 401,172 | 100,735 | 3,120 | 1,036,273 | ||||||||||||||||||||||
| Kay M. Schwichtenberg Executive Vice President |
2018 | 371,646 | 160,000 | — | 122,780 | 15,025 | 669,451 | |||||||||||||||||||||
| 2017 | 404,385 | 225,000 | — | 120,899 | 15,096 | 765,380 | ||||||||||||||||||||||
| George A. Yuhas General Counsel and Secretary |
2018 | 448,092 | 191,000 | — | 122,780 | 26,898 | 788,770 | |||||||||||||||||||||
| 2017 | 450,491 | 245,000 | — | 120,907 | 26,370 | 842,768 | ||||||||||||||||||||||
| 2016 | 459,438 | 247,250 | — | 163,560 | 25,620 | 895,868 | ||||||||||||||||||||||
| William Lynch Senior Vice President(7) |
2018 | 426,139 | 217,011 | — | 163,710 | 28,458 | 835,318 | |||||||||||||||||||||
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| (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 13, “Stock-Based Compensation”, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on November 28, 2018 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 2018 are detailed in the following table: |
| Description |
Roeth | Lahanas | Schwichtenberg | Yuhas | Lynch | |||||||||||||||
| Company matching contribution to 401(k) plan |
$ | 3,100 | $ | 3,125 | $ | 3,279 | $ | 3,183 | $ | 4,556 | ||||||||||
| Medical and life insurance premiums |
576 | 576 | 11,746 | 11,716 | 11,902 | |||||||||||||||
| Car allowance or lease |
13,200 | — | — | 12,000 | 12,000 | |||||||||||||||
| Medical reimbursement |
15,000 | — | — | — | — | |||||||||||||||
| Financial planning allowance |
20,000 | — | — | — | — | |||||||||||||||
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| Total |
$ | 51,876 | $ | 3,701 | $ | 15,025 | $ | 26,898 | $ | 28,458 | ||||||||||
| (4) | Mr. Roeth became Chief Executive Officer in June 2016. |
| (5) | Bonus column includes a hiring bonus of $500,000. |
| (6) | Mr. Lahanas became Chief Financial Officer in May 2017. |
| (7) | Mr. Lynch became an executive officer in February 2018. |
Election of New Director
On February 13, 2019, the Board elected Christopher T. Metz to serve as a director of the Board, effective immediately. Mr. Metz has not been appointed to any committees of the Board.
Mr. Metz has served as director and Chief Executive Officer of Vista Outdoor Inc. since October 2017. Prior to joining Vista Outdoor Inc., Mr. Metz served as President and Chief Executive Officer of Arctic Cat Inc., a manufacturer of all-terrain vehicles, recreational off-road vehicles and snowmobiles, from December 2014 to March 2017. He served as a Managing Director of Sun Capital Partners, Inc. (“Sun Capital”), a global private equity firm, from 2005 to July 2014. Prior to joining Sun Capital, Mr. Metz worked for Black & Decker, a manufacturer of power tools, accessories, hardware, home improvement products, and technology based fastening systems, for over 13 years, serving in a variety of capacities, including President of its Hardware and Home Improvement Group from 1999 to 2005.
There are no transactions reportable under Item 404(a) of Regulation S-K in which Mr. Metz 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. No arrangement or understanding exists between Mr. Metz and any other person pursuant to which Mr. Metz was selected as a director of the Company.
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On February 12, 2019, at the Annual Meeting, the following proposals were submitted to the stockholders:
| 1. | The election of nine directors to serve until the 2020 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, 2019. |
For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. Holders of the Company’s Common Stock are entitled to one vote per share and holders of the Company’s Class B Stock are entitled to the lesser of ten votes per share or 49% of the total votes cast. Holders of the Company’s Common Stock and holders of the Company’s Class B Stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. The number of votes cast for and withheld/against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
Proposal One:
The following individuals were elected to serve as directors until the Company’s next annual meeting and until their respective successors are elected and qualified by the votes set forth in the following table:
| Director Nominee |
For |
Withheld |
Broker Non-Votes | |||
| John B. Balousek |
20,954,126 | 363,129 | 637,926 | |||
| William E. Brown |
16,748,576 | 4,568,683 | 637,926 | |||
| Thomas J. Colligan |
21,236,489 | 80,766 | 637,926 | |||
| Michael J. Edwards |
21,247,918 | 69,337 | 637,926 | |||
| John E. Hanson |
21,300,381 | 16,872 | 637,926 | |||
| Brooks M. Pennington III |
16,748,587 | 4,568,668 | 637,926 | |||
| John R. Ranelli |
16,746,400 | 4,570,855 | 637,926 | |||
| George C. Roeth |
16,957,105 | 4,360,150 | 637,926 | |||
| Mary Beth Springer |
21,221,366 | 95,889 | 637,926 |
Proposal Two:
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending on September 28, 2019 was ratified, by the votes set forth in the following table:
| For | Against | Abstain | Broker Non-Votes(1) | |||
| 22,269,516 | 294,802 | 1,924 | 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. |
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| Item 7.01. | Regulation FD Disclosure. |
On February 11, 2019, the Company issued a press release titled “Central Garden & Pet Company Announces CEO Transition Planning.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto are intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit 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 | ||
| By: | /s/ George A. Yuhas | |
| George A. Yuhas | ||
| General Counsel and Secretary | ||
Dated: February 14, 2019
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Exhibit 99.1
Central Garden & Pet Company Announces CEO Transition Planning
George Roeth Announces Plan to Retire from Company on September 28, 2019
Board Will Initiate Search for a New President and Chief Executive Officer
WALNUT CREEK, Calif. – February 11, 2019 – 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, said today that President and Chief Executive Officer George Roeth has announced his intention to retire from his roles, effective at the end of the Company’s fiscal year on September 28, 2019. Prior to that date, Mr. Roeth will continue to lead the Company in his capacity as President and Chief Executive Officer to ensure a smooth transition. The Board of Directors will form a Succession Committee to identify a successor with the assistance of a leading executive search firm.
Sonny Pennington, Chairman of the Board of Central Garden & Pet, said, “Under George’s leadership, Central has seen successive years of strong growth and financial performance, generating more than 50% in total shareholder return since he took the reins in June 2016. Importantly, Central also demonstrated significant improvement in its digital capabilities and strategic execution of a growth plan that positions the Company for an exceptional future. On behalf of the full Board, we are grateful to George for his continuing contributions to Central’s success and commitment to a smooth transition.
Looking ahead, the Board will focus on finding the right leader who will continue to champion Central’s culture of entrepreneurship, customer-first orientation, and collaboration to help drive the Company’s positive trajectory. We are committed to empowering our team to take charge, innovate, and execute on our strategy of building scale and efficiency in our core businesses, including our pursuit of promising organic and M&A-driven growth opportunities ahead for Central.”
Mr. Roeth said, “It has been a privilege to lead this extraordinary group of people in driving Central’s continued success. When I stepped into the CEO role from the Board on the retirement of our previous CEO, John Ranelli, I had agreed to do so for three to five years. The Company was at an important inflection point and our founder was recovering from an unfortunate accident. I’m pleased that, today, Central is well positioned to continue its trajectory of sustainable, consistent growth and that Bill Brown, Central’s founder, has come back with the energy and desire to continue to take an active role.
For many months I have been thinking about when would be the best time for me to retire. After much reflection and extensive conversations with Board members and others over that time, I decided that the best time both for me and for the Company would be at the end of our current fiscal year in September. Providing significant advance notice gives the Board the time to do a thorough and systematic search for my successor. Until that time, I look forward to continuing to lead the Central team and ensuring the smoothest possible transition. I am confident in both our plan for the current fiscal year and also the long-term health of the organization and businesses.”
Bill Brown, Former Chairman and Chief Executive Officer of Central Garden & Pet, said, “I am grateful to George for stepping in as he did, for bringing his learnings to our business model, and helping us develop into a more strategic and better company. His contributions have been invaluable. Central under his
leadership has created a solid pipeline of organic growth opportunities and continues to evolve into a stronger and more dynamic organization. We have a sound strategy, and the Board and I look forward to working with the next CEO to build on what is in place for the future.”
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 5,400 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.
Contacts
Steve Zenker
VP Finance—Investor Relations, FP&A, & Corporate Communications
Central Garden & Pet Company
925.948.3657