smg-20230927

Date of Report (Date of earliest event reported): September 27, 2023 (September 25, 2023)


Ohio	001-11593	31-1414921
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation or organization)	File Number)	Identification No.)


14111 Scottslawn Road	Marysville	Ohio	43041
(Address of principal executive offices)			(Zip Code)

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))


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, $0.01 stated value	SMG	NYSE

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 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 Section13(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.

As part of the Company’s ongoing succession planning initiative, on September 25, 2023, the Company and each of Michael C. Lukemire and Denise Stump mutually agreed to an acceleration of their retirement from the Company effective October 1, 2023. Mr. Lukemire currently serves as President and Ms. Stump currently serves as Executive Vice President, Global Human Resources and Chief Ethics Officer.

The Compensation and Organization Committee has not finalized the financial terms for Mr. Lukemire and Ms. Stump pertaining to their respective departures.

In a corresponding move, effective October 1, 2023, the Board elected Jim Hagedorn, our Chairman and Chief Executive Officer, to the additional title of President.

The Board also elected Matthew E. Garth, our current Executive Vice President and Chief Financial Officer, to the additional title of Chief Administrative Officer. In recognition of this additional responsibility, Mr. Garth’s base salary was increased from $725,000 to $950,000, effective October 1, 2023.

Effective October 1, 2023, the Board elected Julie DeMuesy as successor to Ms. Stump, holding the title of SVP, Chief Human Resources Officer and Chief Ethics Officer.


Exhibit No.			Description
99.1			News Release issued by The Scotts Miracle-Gro Company on September 2 7 , 2023

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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


Dated:	September 27, 2023	By:	/s/ DIMITER TODOROV
			Printed Name: Dimiter Todorov
			Title: Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer


Exhibit No.			Description
99.1			News Release issued by The Scotts Miracle-Gro Company on September 2 7 , 2023

104			Cover Page Interactive Data File (embedded within the Inline XBRL document)