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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM 8-K
_________________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2024 (January 25, 2024)
_________________________________
The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
_________________________________
Ohio001-1159331-1414921
   (State or other jurisdiction (Commission(IRS Employer
   of incorporation or organization) File Number)Identification No.)
14111 Scottslawn RoadMarysvilleOhio43041
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (937) 644-0011
Not applicable
(Former name or former address, if changed since last report.)
_________________________________

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Shares, $0.01 stated valueSMGNYSE

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.

On January 25, 2024, Nancy Mistretta, a member of the Board of Directors (the “Board”), notified The Scotts Miracle-Gro Company (the “Company”) of her resignation from the Board effective January 30, 2024. As a Class I director, Ms.Mistretta’s term was set to expire at the Company’s 2026 Annual Meeting of Shareholders. Ms. Mistretta was a member of the Audit Committee and the Compensation and Organization Committee and confirmed that her departure was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.

A copy of the Company's news release announcing her resignation is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Shell company transactions:
Not applicable.
(d) Exhibits:
Exhibit No.Description
99.1
News Release issued by The Scotts Miracle-Gro Company on January 30, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE

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:
January 30, 2024
By:/s/ DIMITER TODOROV
Printed Name: Dimiter Todorov
Title: Executive Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer



3


INDEX TO EXHIBITS

Current Report on Form 8-K
Dated January 30, 2024
The Scotts Miracle-Gro Company


Exhibit No.Description
99.1
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4
Exhibit 99.1
The Scotts Miracle-Gro Company            


ScottsMiracle-Gro Announces Retirement
of Nancy Mistretta from Board of Directors

MARYSVILLE, Ohio, January 30, 2024 -- The Scotts Miracle-Gro Company (NYSE: SMG), the world’s leading marketer of branded consumer lawn and garden as well as indoor and hydroponic growing products, today announced that Nancy Mistretta has retired from its Board of Directors.

Mistretta has been a director since 2007 and served on various Board committees, most recently as a member of the Audit Committee and the Compensation and Organization Committee.

“Nancy has been a great partner and friend over these many years,” said Jim Hagedorn, chairman, CEO and president of ScottsMiracle-Gro. “Her expertise in finance and banking have been invaluable in providing strategic counsel and guidance not only to the management team but also to fellow Board members. She has been a solid contributor in our continual efforts to drive and improve shareholder value. Her leadership and insights will be missed.”

Hagedorn stated that the Company intends to name a replacement to the open Board seat, but a timeline has not been established.

“Nancy’s retirement provides us with an opportunity to further evaluate the skill sets, experience and backgrounds of our Board members. In the last 18 months, we have undertaken a refresh of the Board, bringing on three new directors with diverse perspectives and fresh thinking that mesh well with the tenured members. Just as we have reshaped ScottsMiracle-Gro and its leadership team for the future, we are ensuring the Board is aligned with our direction.”

About ScottsMiracle-Gro
With approximately $3.6 billion in sales, the Company is the world’s largest marketer of branded consumer products for lawn and garden care. The Company’s brands are among the most recognized in the industry. The Company’s Scotts®, Miracle-Gro®, and Ortho® brands are market-leading in their categories. The Company’s wholly-owned subsidiary, The Hawthorne Gardening Company, is a leading provider of nutrients, lighting, and other materials used in the indoor and hydroponic growing segment. For additional information, visit us at www.scottsmiraclegro.com.

For investor inquiries:
Aimee DeLuca
Sr. Vice President
Investor Relations
aimee.deluca@scotts.com
(937) 578-5621

For media inquiries:
Tom Matthews
Chief Communications Officer
Corporate Affairs
tom.matthews@scotts.com
(937) 644-7044

v3.24.0.1
Document and Entity Information Document
Jan. 30, 2024
Entity Information [Line Items]  
Entity Central Index Key 0000825542
Amendment Flag false
Entity Emerging Growth Company false
Trading Symbol SMG
Title of 12(b) Security Common Shares, $0.01 stated value
Pre-commencement Issuer Tender Offer false
Pre-commencement Tender Offer false
Soliciting Material false
Written Communications false
Local Phone Number 644-0011
City Area Code (937)
Entity Address, Postal Zip Code 43041
Entity Address, State or Province OH
Entity Address, City or Town Marysville
Entity Address, Address Line One 14111 Scottslawn Road
Entity Tax Identification Number 31-1414921
Entity File Number 001-11593
Entity Incorporation, State or Country Code OH
Entity Registrant Name Scotts Miracle-Gro Co
Document Period End Date Jan. 30, 2024
Document Type 8-K
Security Exchange Name NYSE

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