{"url_path":"/sec/smg/8-k/2026-07-01/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/825542/0000825542-26-000032-index.html","accession_number":"0000825542-26-000032","cik":"0000825542","ticker":"SMG","issuer_name":"SCOTTS MIRACLE-GRO CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/825542/0000825542-26-000032-index.html","primary_entity_key":"0000825542","primary_entity_name":"SCOTTS MIRACLE-GRO CO"},"word_count":616,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn June 29, 2026, The Scotts Miracle-Gro Company (the “Company”) announced that, in alignment with the Board of Directors’ long-term succession plan, the Board has named Nathan E. Baxter as President & Chief Executive Officer of the Company, effective June 26, 2026. In addition, the Board has elected Mr. Baxter to the Board of Directors.\n\nMr. Baxter succeeds James Hagedorn, who has served as Chief Executive Officer of the Company since 2001. Mr. Hagedorn, who served as Chairman of the Board since 2003, has also resigned from the Board, and the Board has elected Lead Independent Director Peter Shumlin as Chairman. Director Nick Miaritis, who joined the Company as Executive Vice President & Chief Brand Officer earlier this month, has resigned from the Board effective June 26, 2026.\n\nMr. Baxter, 53, has served as the Company’s President & Chief Operating Officer since November 2024. Prior to that, Mr. Baxter served as Executive Vice President & Chief Operating Officer from August 2023 until November 2024, and Executive Vice President, Technology & Operations from April 2023 until August 2023. Previously, Mr. Baxter served as President of Tokyo Electron U.S. Holdings, a semiconductor manufacturing equipment company. Mr. Baxter is a general partner of the Hagedorn Partnership, L.P., the largest shareholder of the Company.\n\nIn connection with his appointment, the Board, upon the recommendation of the Compensation and Organization Committee of the Board, established Mr. Baxter’s annual base salary of $1,100,000 and target incentive percentage of 150% under The Scotts Company LLC Executive Incentive Plan to be prorated for the current fiscal year and, for the upcoming fiscal year, an annual target under the Company’s Long Term Incentive Plan of $5,250,000. In addition, to align Mr. Baxter’s long-term incentive compensation with his new responsibilities as President & Chief Executive Officer for the remainder of the current fiscal period, Mr. Baxter will receive a true-up restricted stock unit grant with a grant date value of $2,000,000 under the Company’s Long Term Incentive Plan. Mr. Baxter will remain a Tier 1 Participant under the Company’s Executive Severance Plan.\n\nPursuant to an agreement entered into as of December 11, 2013 (the “Severance Agreement”), Mr. Hagedorn is entitled to certain payments in connection with his separation from the Company. To satisfy these existing obligations, the Company and Mr. Hagedorn have entered into an agreement (the “Separation Agreement”) under which, in lieu of a lump sum payment equal to three times his salary and bonus provided for under the Severance Agreement, he will be paid an amount equal to $17,400,000 reduced by the value of his accrued benefit under Company pension plans, with the amount being paid out over twelve months. As additional consideration for the comprehensive transition, the Company also agreed to provide Mr. Hagedorn $500,000 in services over the coming year to support operation of an airplane owned by Mr. Hagedorn and $150,000 for administrative support. The foregoing payments are conditioned on Mr. Hagedorn not revoking his release of claims, and Mr. Hagedorn remains subject to non-competition, non-solicitation, and other post-employment covenants for which he will receive $3,600,000, payable over three years, as originally provided for in the Severance Agreement.\n\nThe foregoing are summary descriptions of the terms of the Severance Agreement and Separation Agreement and are qualified in their entirety by reference to the Severance Agreement and Separation Agreement, respectively. A copy of each is attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K.\n\nA copy of the Company’s press release announcing these developments is being furnished as Exhibit 99.1 to this Current Report on Form 8-K."}