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| SMG > SEC Filings for SMG > Form 8-K on 14-Apr-2009 | All Recent SEC Filings |
14-Apr-2009
Change in Directors or Principal Officers, Financial Statements and Exhibit
On April 8, 2009, the Board of Directors (the "Board") of The Scotts Miracle-Gro Company (the "Company"), upon the recommendation of the Governance and Nominating Committee of the Board, appointed Alan H. Barry as a Class II member of the Board in order to fill an existing vacancy. As a Class II director, Mr. Barry will hold office for a term which will expire at the 2012 Annual Meeting of Shareholders of the Company. Upon the recommendation of the Governance and Nominating Committee of the Board, the Board also appointed Mr. Barry to serve on the Board's Audit Committee and Compensation and Organization Committee.
Mr. Barry, 66, is the retired President and Chief Operating Officer of Masco Corporation, a manufacturer, distributor and installer of home improvement and building products. Mr. Barry, who served as President and Chief Operating Officer of Masco Corporation from April 2003 until December 2007, began his career at Masco Corporation in 1972.
The Board has determined that Mr. Barry and his immediate family members have not had (and do not propose to have) a direct or indirect interest in any transaction in which the Company or any of the Company's subsidiaries was (or is proposed to be) a participant that would be required to be disclosed under Item 404(a) of Securities and Exchange Commission Regulation S-K. The Board has also determined that Mr. Barry satisfies the independence requirements set forth in the applicable sections of the New York Stock Exchange Listed Company Manual and the applicable rules and regulations of the Securities and Exchange Commission. Mr. Barry, in his capacity as a non-employee director of the Company, will receive the same compensation for 2009 as other non-employee directors of the Company, pro-rated to reflect his time served on the Board, the Audit Committee and the Compensation and Organization Committee during the 2009 calendar year.
A copy of the press release issued by the Company on April 14, 2009 announcing the appointment of Mr. Barry as a director is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Shell company transactions:
Not applicable.
(d) Exhibits:
99.1 - News Release issued by The Scotts Miracle-Gro Company on April 14, 2009
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