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The Scotts Miracle-Gro (SMG) investor relations material

The Scotts Miracle-Gro Proxy Filing summary

Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.
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Proxy Filing summary17 Dec, 2025

Executive summary

  • The annual meeting will be held virtually on January 26, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, and an amendment to the Long-Term Incentive Plan.

  • Shareholders of record as of December 1, 2025, are eligible to vote, with 58,007,149 common shares outstanding.

  • The company emphasizes environmental responsibility, cost reduction, and technology deployment as ongoing priorities.

Voting matters and shareholder proposals

  • Four directors are up for election for three-year terms expiring at the 2029 annual meeting.

  • Advisory vote on executive compensation (Say-on-Pay) is included.

  • Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

  • Approval sought for an amendment to the Long-Term Incentive Plan to increase available shares and simplify share counting.

Board of directors and corporate governance

  • The board consists of 12 members divided into three classes, with a mix of business, financial, technology, and government experience.

  • Diversity is considered in board composition, with active efforts to include minorities and women.

  • Leadership structure includes a combined Chairman/CEO, Lead Independent Director, and Vice Chair, with five standing committees.

  • Eight directors are considered independent under NYSE and SEC rules.

  • All directors attended at least 75% of meetings in fiscal 2025.

How will FY25/26 comp changes improve Say-on-Pay?
What is the long-term dilution strategy for LTIP?
How does the Board ensure fairness in related party deals?
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Frequently asked questions

The Scotts Miracle-Gro Company manufactures, markets, and sells products for lawn, garden care, and indoor and hydroponic gardening in the United States and internationally. It offers lawn fertilizers, grass seed products, spreaders, other durable products, weed control products, outsourced manufactured soilless growing media and plastic plant containers, landscape fabrics, weed barriers/landscape fabrics, lawn/garden decorative products consisting of outdoor décor, holiday décor items during appropriate seasons, deck and patio décor items comprising outdoor pottery sets, pots and planters for patio decks and gardens; bird feeders; window boxes; trellises; obelisks; and whitewash cedar boards used in construction of window boxes. The Scotts Miracle-Gro Company was founded in 1868 and is headquartered in Marysville, Ohio.

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