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): | November 11, 2010 |
The Scotts Miracle-Gro Company
__________________________________________
(Exact name of registrant as specified in its charter)
| Ohio | 001-11593 | 31-1414921 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 14111 Scottslawn Road, Marysville, Ohio | 43041 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 937-644-0011 |
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 11, 2010, the Board of Directors (the "Board") of The Scotts Miracle-Gro Company (the "Company"), upon the recommendation of the Governance and Nominating Committee of the Board, appointed the Honorable Stephen L. Johnson as a Class III member of the Board in order to fill an existing vacancy. As a Class III director, Mr. Johnson will hold office for a term which will expire at the 2013 Annual Meeting of Shareholders of the Company. Upon the recommendation of the Governance and Nominating Committee of the Board, the Board also appointed Mr. Johnson to serve on the Board’s Governance and Nominating Committee and Innovation & Technology Committee.
Mr. Johnson, 59, is the President and Chief Executive Officer of Stephen L. Johnson and Associates Strategic Consulting, LLC, a strategic provider of business, research and financial management and consulting services. From January 2005 through January 2009, Mr. Johnson served as the Administrator of the U.S. Environmental Protection Agency.
The Board has determined that Mr. Johnson and his immediate family members have not had (and do not propose to have) a direct or indirect interest in any transaction in which the Company or any of the Company’s subsidiaries was (or is proposed to be) a participant that would be required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K. The Board has also determined that Mr. Johnson satisfies the independence requirements set forth in the applicable sections of the New York Stock Exchange Listed Company Manual and the applicable rules and regulations of the Securities and Exchange Commission. Mr. Johnson, in his capacity as a non-employee director of the Company, will receive the same compensation for 2010 as other non-employee directors of the Company, pro-rated to reflect his time served on the Board during the 2010 calendar year.
A copy of the press release issued by the Company on November 11, 2010 announcing the appointment of Mr. Johnson as a d
irector is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Shell company transactions:
Not applicable.
(d) Exhibits:
99.1 - News Release issued by The Scotts Miracle-Gro Company on November 11, 2010
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.
| The Scotts Miracle-Gro Company | ||||
| November 11, 2010 | By: |
/s/ Vincent C. Brockman
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| Name: Vincent C. Brockman | ||||
| Title: Executive Vice President, General Counsel and Secretary | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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News Release issued by The Scotts Miracle-Gro Company on November 11, 2010 |
The Scotts Miracle-Gro Company NEWS
The Scotts Miracle-Gro Company Announces Appointment of
Former U.S. EPA Administrator Stephen L. Johnson to its Board of Directors
MARYSVILLE, Ohio (November 11, 2010) – The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden products, announces that the Honorable Stephen L. Johnson, the former administrator of the U.S. Environmental Protection Agency, has been named to its Board of Directors, effective immediately.
Mr. Johnson began working at EPA in 1979 and held multiple roles during his tenure until being named Administrator by President George W. Bush in 2005. He was the first career employee and scientist to lead EPA.
“We are committed to a culture of regulatory compliance and to protecting our environment, and Steve’s appointment to our Board reinforces that point,” said Jim Hagedorn, chairman and chief executive officer. “We have known Steve for years and deeply respect his technical expertise and understanding of key regulatory and environmental issues. I have total confidence in saying that Steve’s appointment to our Board will make us a better company.”
In addition to his 20 years with EPA, Mr. Johnson held a number of positions with various laboratory and biotechnology companies. He has received a B.A. in biology from Taylor University and a master’s degree in pathology from George Washington University. He has been awarded honorary Doctor of Science degrees from Taylor University and Wesleyan University.
He fills the term formerly held by Mark Baker, who recently resigned from the Board. That term expires in 2013.
About ScottsMiracle-Gro
With $3.14 billion in worldwide sales and more than 8,000 associates, The Scotts Miracle-Gro Company, through its wholly-owned subsidiary, The Scotts Company LLC, is the world’s largest marketer of branded consumer products for lawn and garden care, with products for professional horticulture as well. The Company’s brands are the most recognized in the industry. In the U.S., the Company’s Scotts®, Miracle-Gro®, Ortho® brands are market-leading in their categories, as is the consumer Roundup® brand, which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. In the U.S., we operate Scotts LawnService®, the second largest residential lawn care service business. In Europe, the Company’s brands include Weedol®, Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligène® and Substral®. For additional information, visit us at www.scotts.com
Contact:
Jim King
Senior Vice President
Corporate Affairs
937-578-5622