Scotts Miracle-Gro (NYSE:SMG) used its annual meeting of shareholders to highlight what Chairman and CEO Jim Hagedorn described as a multi-year effort to strengthen the company’s financial position while investing for growth. Management also reported that shareholders approved all four proposals on the ballot, including director elections, executive compensation, the auditor ratification and an amended long-term incentive plan.
Management focuses on balance sheet, cash flow and operating improvements
Hagedorn said the company has been focused on improving its capital structure and creating what he called a healthy balance sheet. He pointed to “consistent improvement” in performance over the past few years, including significant free cash flow generation, meaningful margin improvement and solid EBITDA growth.
Investment in brands, innovation and digital marketing
Alongside balance sheet work, Hagedorn said the company is investing heavily in its brand and business. He said Scotts is bringing new innovation to market and has shifted how it markets products to reach “new and emerging customers.” He identified e-commerce and the digital space as areas where the company is driving growth and sees additional opportunities.
From an operational standpoint, Hagedorn said the company has taken costs out of the business through automation, AI and other technologies, which he said have driven efficiencies and supply chain optimization. He stated that Scotts is committed to being “the lowest-cost, high-performing manufacturer.”
Hagedorn said these efforts are intended to create more value for shareholders, adding that he views Scotts as returning to a “stable consumer product stock” profile with the potential to deliver “outsized shareholder returns.”
Outlook and upcoming earnings call
Hagedorn said the company is taking what he called a disciplined approach to growth and is pursuing value creation strategies. He also said the company’s incentive structure is tied to execution of its fiscal 2026 operating plan and strategies, which he said aligns with shareholder interests.
He described an optimistic view of fiscal 2026 and beyond and encouraged shareholders to listen to the company’s first-quarter earnings call scheduled for Wednesday, when management plans to review results and provide additional discussion on the company’s direction.
Board and meeting process
Hagedorn introduced directors attending the meeting and said the board actively oversees management. He listed directors Edith Avilés, Roberto Candelino, Dave Evans, Adam Hanft, Steve Johnson, Mark Kingdon, Kate Hagedorn-Littlefield, Nick Miaritis, Scott Miller, Brian Sandoval, Peter Shumlin and himself.
During the formal portion of the meeting, Chief Legal Officer and Corporate Secretary Dimiter Todorov introduced other executives and advisors present, including Vice President of Investor Relations and Treasurer Brad Chelton, Chief Human Resources Officer Amanda Rico, CFO and Chief Accounting Officer Mark Scheiwer, Inspector of Elections Tony Carideo of the Carideo Group, and Deloitte & Touche LLP’s Lead Client Service Partner Greg Coy. Todorov also noted the meeting could include forward-looking statements and directed investors to the company’s risk factors as outlined in its Form 10-K.
Carideo reported that a minimum of 52,593,350 common shares, or 90.66% of common shares, were present in person or by proxy, establishing a quorum.
Shareholders approve all proposals; no questions submitted
Shareholders voted on four proposals set forth in the proxy statement, and the company reported approval for each item:
- Director elections: Shareholders elected Jim Hagedorn, Edith Avilés, Rob Candelino and Mark Kingdon as directors for three-year terms expiring at the 2029 annual meeting. The inspector reported each received not less than 43,525,317 votes.
- Advisory vote on executive compensation: Shareholders approved, on an advisory basis, the compensation of the company’s named executive officers, with not less than 339,606,777 advisory votes received in favor.
- Auditor ratification: Shareholders ratified the audit committee’s selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending September 30, 2026, with not less than 51,007,262 votes received for ratification.
- Long-term incentive plan amendment: Shareholders approved an amendment and restatement of the company’s long-term incentive plan, including an increase in the maximum number of common shares available for grant to participants, with not less than 30,015,373 votes received for approval.
Following the formal business, Hagedorn opened the floor for shareholder questions and comments, but said no questions were submitted. The meeting was then adjourned.
About Scotts Miracle-Gro (NYSE:SMG)
Scotts Miracle-Gro Company is a leading developer, manufacturer and distributor of consumer lawn and garden products. The firm serves both retail and professional customers through an array of branded offerings that include lawn fertilizers, grass seed, pest and disease control solutions, plant foods and specialty products for indoor and outdoor gardening. Its portfolio spans well-known names such as Scotts®, Miracle-Gro®, Ortho® and various hydroponic and specialty garden brands.
Headquartered in Marysville, Ohio, the company traces its roots to O.M.
