SCOTTS MIRACLE-GRO CO
For the period ended Jan 26, 2026. Filed Dec 17, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jan 26, 2026 · Filed Dec 17, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrantþ
Filed by a Party other than the Registrant¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12
The Scotts Miracle-Gro Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| þ | No fee required. |
|---|---|
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in index required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
The Scotts Miracle-Gro Company
Proxy Statement for 2026 Annual Meeting of Shareholders
14111 Scottslawn Road
Marysville, Ohio 43041
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN by The Scotts Miracle-Gro Company (the “Company”) that the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) will be held on Monday, January 26, 2026, at 9:00 A.M., Eastern Time. The Annual Meeting is a virtual meeting of shareholders which means that you are able to participate in the Annual Meeting, and vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/SMG2026. Because the Annual Meeting is virtual and being conducted electronically, shareholders may not attend the Annual Meeting in person.
The Annual Meeting is being held for the following purposes:
To elect four directors, each to serve for a three-year term expiring at the 2029 Annual Meeting of Shareholders.
To conduct an advisory vote on the compensation of the Company’s named executive officers.
To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2026.
To approve an amendment and restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan to, among other things, increase the maximum number of common shares available for grant to participants.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The Proxy Statement accompanying this Notice of Annual Meeting describes each of these items in detail. The Company has not received notice of any other matters that may be properly presented at the Annual Meeting.
Only shareholders of record at the close of business on Monday, December 1, 2025, the date established by the Company’s Board of Directors as the record date, are entitled to receive notice of, and to vote at, the Annual Meeting.
On or about December 17, 2025, the Company is first mailing to shareholders either: (1) a copy of the accompanying Proxy Statement, a form of proxy and the Company’s 2025 Annual Report; or (2) a Notice of Internet Availability of Proxy Materials, which indicates how to access the Company’s proxy materials and 2025 Annual Report on the Internet.
Your vote is very important. Please vote as soon as possible.
By Order of the Board of Directors,
JAMES HAGEDORN
Chairman & Chief Executive Officer
December 17, 2025
Proxy Statement for
Annual Meeting of Shareholders of
TABLE OF CONTENTS
| Page | |
|---|---|
| General Information About Voting | 1 |
| The Board of Directors | 4 |
| Current Composition | 4 |
| Experiences, Skills and Qualifications | 4 |
| Diversity | 5 |
| Leadership Structure | 5 |
| Board Role in Risk Oversight | 6 |
| Cybersecurity Matters | 7 |
| Proposal Number 1 — Election of Directors | 8 |
| Meetings and Committees of the Board | 15 |
| Meetings of the Board and Board Member Attendance at Annual Meeting of Shareholders | 15 |
| Committees of the Board | 15 |
| Audit Committee | 15 |
| Compensation and Organization Committee | 16 |
| Nominating and Governance Committee | 17 |
| Finance Committee | 17 |
| Innovation and Technology Committee | 18 |
| Compensation and Organization Committee Interlocks and Insider Participation | 18 |
| Corporate Governance | 18 |
| Corporate Governance Guidelines | 18 |
| Director Independence | 18 |
| Nominations of Directors | 19 |
| Communications with the Board | 19 |
| Code of Business Conduct and Ethics | 20 |
| Non-Employee Director Compensation | 20 |
| Benchmarking Non-Employee Director Compensation | 20 |
| Non-Employee Director Compensation Structure for 2025 | 20 |
| Aligning Non-Employee Director Compensation and Shareholder Interests | 21 |
| Key Provisions of 2025 Board Compensation | 21 |
| Non-Employee Director Stock Ownership Guidelines | 22 |
| Non-Employee Director Compensation Table | 22 |
| Executive Officers | 25 |
| Executive Compensation | 26 |
| Compensation Discussion and Analysis | 26 |
| Executive Summary | 26 |
| Advisory “Say-on-Pay” Vote and Shareholder Engagement | 27 |
| Our Compensation Philosophy | 28 |
| Our Compensation Objectives | 29 |
| Page | |
|---|---|
| Elements of Executive Compensation | 30 |
| Base Salary | 30 |
| Annual Cash Incentive Compensation | 30 |
| Long-Term Equity-Based Incentive Awards | 33 |
| Executive Perquisites and Other Benefits | 35 |
| Retirement Plans and Deferred Compensation Benefits | 36 |
| Our Compensation Practices | 37 |
| Determining Executive Officer Compensation | 37 |
| Role of Outside Consultants | 37 |
| Compensation Peer Group | 37 |
| Role of Management in Compensation Decisions | 38 |
| Setting Compensation Levels for CEO and Other NEOs | 38 |
| Other Executive Compensation Policies, Practices and Guidelines | 39 |
| Practices Regarding Equity-Based Awards | 39 |
| Stock Ownership Guidelines | 39 |
| Recoupment/Clawback Policies | 40 |
| Risk Assessment in Compensation Programs | 40 |
| Insider Trading Policy and Anti-Hedging Policy | 40 |
| Compensation Committee Report | 41 |
| Executive Compensation Tables | 42 |
| Summary Compensation Table | 43 |
| All Other Compensation Table | 44 |
| Grants of Plan-Based Awards Table | 46 |
| Outstanding Equity Awards Table | 48 |
| Option Exercises and Stock Vested Table | 49 |
| Pension Benefits Table | 50 |
| Non-Qualified Deferred Compensation Table | 51 |
| CEO Pay Ratio Disclosure | 52 |
| Pay Versus Performance | 53 |
| Relationship Between CEO and Other NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Peer Group TSR | 55 |
| Relationship Between CEO and Other NEO Compensation Actually Paid and Net Income | 56 |
| Relationship Between CEO and Other NEO Compensation Actually Paid and Company-Selected Measure | 57 |
| Performance Measures Used to Link Company Performance and Compensation Actually Paid to the NEOs | 57 |
| Severance and Change in Control (CIC) Arrangements | 58 |
| Introduction | 58 |
| Hagedorn Severance Agreement | 58 |
| Executive Severance Plan | 59 |
| Garth Separation Agreement | 60 |
| Payments on Termination of Employment and/or Change in Control | 62 |
| Termination of Employment and Change in Control — James Hagedorn | 64 |
| Termination of Employment and Change in Control — Mr. Scheiwer, Mr. Baxter, Mr. C. Hagedorn and Mr. Todorov | 65 |
| Employee Confidentiality, Noncompetition, Nonsolicitation Agreements | 68 |
| Proposal Number 2 — Advisory Vote on the Compensation of the Company’s Named Executive Officers (“Say-on-Pay”) | 69 |
| Proposal Number 3 — Ratification of the Selection of the Independent Registered Public Accounting Firm | 71 |
| Proposal Number 4 — Approval of an Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan | 72 |
| Page | |
|---|---|
| Audit Committee Matters | 87 |
| Report of the Audit Committee for Fiscal 2025 | 87 |
| Role of the Audit Committee, Independent Registered Public Accounting Firm and Management | 87 |
| Audit Committee Recommendation | 87 |
| Fees of the Independent Registered Public Accounting Firm | 88 |
| Audit Fees | 88 |
| Audit-Related Fees | 88 |
| Tax Fees | 88 |
| All Other Fees | 88 |
| Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm | 88 |
| Policies and Procedures Regarding Approval of Services Provided by the Independent Registered Public Accounting Firm | 88 |
| Certain Relationships and Related Transactions | 89 |
| Policies and Procedures with Respect to Related Person Transactions | 90 |
| Equity Compensation Plan Information | 92 |
| Discounted Stock Purchase Plan | 93 |
| Security Ownership of Certain Beneficial Owners and Management | 94 |
| Delinquent Section 16(a) Reports | 98 |
| Shareholder Proposals for 2027 Annual Meeting of Shareholders | 98 |
| Other Business | 98 |
| Electronic Delivery of Future Shareholder Communications | 99 |
| Householding of Annual Meeting Materials | 99 |
| Annex A — The Scotts Miracle-Gro Company Long-Term Incentive Plan | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.