AGM 2020

Jan 27, 2020

Good morning, everyone. My name is Jim Hagen, Chairman and Chief Executive Officer of The Scotts Miracle Gro Company, and I'd like to thank you for joining us this morning for our Annual Meeting of Shareholders. Before we launch into our agenda, I want to thank our shareholders for their continued support. As you know, we had an extremely strong result in fiscal 2019. Our U. S. Consumer segment had its highest level of growth in a decade, and Hawthorne had a dramatic recovery from the challenges we saw in 2018 as the business significantly outperformed the competition and benefited from the rapidly evolving authorized cannabis markets across the United States. The strength of our performance over the course of the fiscal year allowed SMG shares to move from a multiyear low at the beginning of the year to an all time high at the end of the year. So we feel good about the current momentum of the business and believe we'll see continued improvement again in 2020. I also want to take a moment this morning to acknowledge the contributions of Jim McCann, whose tenure on this board expires after this meeting. The founder of 1-eight 100 Flowers, Jim is one of America's great entrepreneurs and was a reliable voice in our boardroom since he joined in 2014. Jim's term is expired and he announced last fall that he wouldn't stand for reelection today. I know I speak for the entire Board as well as the management team in thanking Jim for everything he has done for us and to wish him his health and happiness in the future. Moving on, in today's meeting, we will tend to the business outlined in our proxy statement. When we're done with that portion of the meeting, we will answer questions that shareholders have asked online. If you have a question, please post it over the next several minutes. Our Board members are also present for this virtual meeting. As a reminder, our Board of Directors is comprised of the following members: Dave Evans, Brian Finn, Adam Hamf, Steve Johnson, Tom Kelly, Kate Hagedorn Littlefield, Nancy Mistretta, Peter Shumlin and General John Vines, plus myself. This is a diverse group of professionals who play an active oversight role in providing counsel for the entire management team. Their experiences vary between finance, government, strategic planning, consulting, corporate leadership, advertising, consumer marketing and the United States military. I believe our shareholders are extremely lucky to be represented by such a talented and engaged group of directors. I'd also say the same thing about my own management team. Joining me here this morning are our President and Chief Operating Mike Lukemire our Chief Financial Officer, Randy Coleman our General Counsel and Corporate Secretary, Ivan Smith our Global Head of Human Resources, Denise Stump and our Executive Vice President, Chief Communications Officer, Jim King. At this point, we will move to the business of the Annual Meeting of Shareholders. Please note that the polls are currently open, so if you are a shareholder who has not yet voted or a shareholder looking to change your vote, you may do so by clicking the voting button on the web portal and following the instructions there. I will now turn the floor over to Ivan Smith, our General Counsel and Corporate Secretary. Ivan? Thank you, Jim. I'd like to add my welcome to the Annual Meeting of Shareholders and introduce Amy Pavich, who will serve as our Inspector of Election and Kevin Crum, Lead Client Service Partner at Deloitte and Touche LLP, our outside independent auditor. This is the formal part of our meeting where we address the matters that are set forth in the proxy statement sent to our shareholders. When we finished, I'll turn the podium back over to Jim for Q and A. Only validated shareholders will be able to ask questions in the designated field on the web portal. As consideration for others, I ask that you please limit yourself to one question. This meeting is being recorded. However, no one attending via webcast is permitted to use any audio recording device. During the course of our discussions this morning, we may make forward looking statements regarding the company's future performance. I want to remind everyone that actual results could differ materially from what we discuss based on a variety of risk factors. We encourage investors to familiarize themselves with those risk factors, which are spelled out in detail in our Form 10 ks, which is filed with the SEC. We can now proceed with the business of our meeting. First, with regard to last year's annual meeting of shareholders, I would like the record to reflect that minutes of that meeting have been filed with the records of the company. Next, Jim King will confirm our mailing procedures and registered shareholders. Thank you, Ivan. I would like to present the affidavit of Broadridge Financial Solutions, pursuant to which Broadridge has confirmed that the notice of this meeting, the proxy statement, the former proxy and the 2019 annual report were timely mailed to shareholders of the company. Thanks, Jim. The affidavit and proxy materials are directed to be filed with the records of the company. I would also like to present a list of registered shareholders of the company's common shares as of the close of business December 4, 2019, the record date for this meeting. Operator, please open the line for Amy Pavich, our Inspector of Elections. Thank you. The list of registered shareholders is directed to be filed with the records of the company. Next, I'd like to offer a final opportunity to any shareholder who has not yet voted or who wishes to change their vote to do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies are voted via telephone or the Internet and do not want to change their vote, do not need to take any further action. Ms. Pavich, please present your report regarding the number of common shares present at today's meeting. Mr. Smith, a minimum of 52,137,296, 93% of the common shares are present in person or by proxy. Thank you, Ms. Tabich. The proxies, substitution of proxies and ballots presented to the meeting are hereby ordered to be filed with the records of the company. According to Ms. Pavich's report, a quorum is present so the business may properly be conducted. As set forth in the proxy statement, the business of this meeting includes 3 proposals. Proposal number 1 is to elect 3 directors, each to serve for a 3 year term expiring at the annual meeting of shareholders to be held in the year 2023. Proposal number 2 is to conduct an advisory vote on the compensation of the company's named executive officers. Proposal number 3 is to ratify the Audit Committee's selection of Deloitte and Touche LLP as the company's independent registered public accounting firm for the fiscal year ending September 30, 2020. Proceeding to proposal number 1, I recognize Denise Stump, Executive Vice President, Global Human Resources for the purpose of nominating the 3 directors. Thank you, Ivan. I hereby move that the following persons be elected as directors of the company, each to hold office until the annual meeting of share holders to be held in the year 2023 and until their successors are duly elected and qualified or until their earlier death, resignation or removal. James Hagedorn, Brian Finn and Nancy Mastrata. Is there a second to the motion? I second the motion and move that voting for the election of directors be closed. Is there a second to the motion to close the voting? I second the motion. Voting for the election of directors is hereby closed. As a person appointed as an official accordance with the proxies received from shareholders. Ms. Pavich, may I have your report of the vote regarding the election of the 3 Directors? Mr. Smith, I report that each of the 3 nominees for election as a director received not less than 45,000,000 400,587 votes. I hereby declare that Jim Hagedorn, Brian Finn and Nancy Mistretta have been duly elected as Directors of the company. The meeting will now proceed to consideration of proposal number 2. I recognize Denise Stumpf for the purpose of presenting that proposal. I hereby move that shareholders approve on an advisory basis the compensation of the company's named executive officers. Is there a second to the motion? I second the motion and move that voting on proposal number 2 be closed. Is there a second to the motion to close the voting? I second the motion. Voting on proposal number 2 is hereby closed. As a person appointed as an official proxy, I report that I have voted in accordance with the proxies received from shareholders. Ms. Pavich, may I have your report of the advisory vote regarding the compensation of the company's named executive officers? Mr. Smith, I report that not less than 45,000,000 319,086 advisory votes were received for approval of the compensation of the company's named executive officers. I hereby declare that the shareholders have approved on an advisory basis the compensation of the company's named executive officers. The meeting will now proceed to consideration of proposal number 3. I recognize Randy Coleman for the purpose of presenting that proposal. Thank you, Ivan. I hereby move that the Audit Committee selection of Deloitte and Touche LLP as the company's independent registered public accounting firm for the fiscal year ending September 30, 2020 be ratified. Is there a second to the motion? I second the motion and move that voting on proposal number 3 be closed. Is there a second to the motion to close the voting? I second the motion. Voting on proposal number 3 is hereby closed. As a person appointed as an official proxy, I report that I have voted in accordance with the proxies received from shareholders. Ms. Pavich, may I have your report of the vote regarding the ratification of the Audit Committee's selection of Deloitte and Touche LLP as the company's independent registered public accounting firm? Mr. Smith, I report that ratification of the Audit Committee's selection of Deloitte and Touche LLP as the company's independent registered public accounting firm for the fiscal year ending September 30, 2020, received not less than 50,847,249 votes. I hereby declare that the Audit Committee's selection of Deloitte and Touche LLP as the company's independent registered public accounting firm for the fiscal year ending September 30, 2020 has been ratified. Mr. Chairman, this concludes the formal business portion of our meeting. Thank you, Ivan. Now I would like to open the business up for shareholder questions and comments. Please note, I will attempt to answer as many questions or comments as time allows, but only questions or comments that are germane to the meeting will be addressed. Mr. Chairman, there are no questions that have been asked through our portal. There being no further business to come before this meeting, the 2020 Annual Meeting of the Shareholders of The Scotts Miracle Group Company is now adjourned. Thank you for attending today's presentation. You may now disconnect your lines.