Good morning, everyone. I'm Jim Hagedorn, Chairman and Chief Executive Officer of The Scotts Miracle-Gro Company. Welcome to our Annual Meeting of Shareholders. Before we get into today's business, I want to take you through the journey we've been on over the past two years. We were intensely focused on getting the company to a better financial place, and there were some within and outside of the organization who thought we should cancel or reduce the dividend or raise equity through a dilutive share sale. But we believed we could make progress without pursuing either of these value-decreasing actions. We elected a more painful and disciplined remedy through self-help, and it was tough. We made significant progress in fiscal 2023, cutting $400 million from the business, reinvesting $100 million back. This helped us establish fiscal 2024 as the turning point.
In fiscal 2024, the two priorities I cared the most about were our commitment to our shareholders and banks to generate over $1 billion in free cash flow in two years and not to bust our leverage covenants. We delivered on these commitments and outperformed the lawn-and-garden market by over three times. We drove 6% top-line growth in our consumer business, took significant market share, and had POS gains of nearly 9%, all in a year that was not that great for the industry as a whole. By the time fiscal 2024 ended, we accomplished almost everything we set out to do. Excuse me. As we look to fiscal 2025, the theme is further progress. We expect additional growth in our consumer business, and Hawthorne will continue to be a profit contributor throughout the year.
I encourage you to listen to our first quarter earnings call on Wednesday. In addition to reviewing the results, we'll provide an in-depth strategic discussion as to where we're headed, and for your information, it's all positive. This is the first chance I've had to talk to you guys since our last quarterly earnings call when we reported a very good year and shared our optimistic view of fiscal 2025. Before that call even started, however, our stock plummeted, and I want to explain why I think that happened. Our year-end adjusted non-GAAP EBITDA was at the high end of our guidance if you add back the impact of the one-time $29 million inventory write-down from our AeroGarden product line discontinuation.
Historically, our year-end adjusted non-GAAP EBITDA excluded the impacts of non-recurring items such as product line dispositions, along with related one-time inventory write-downs for those dispositions. But earlier in fiscal 2024, the SEC sent us a comment letter recommending we no longer adjust out those inventory charges. We followed this SEC letter for the first time in Q4 when we had the one-time write-down of our AeroGarden product line inventory.
The result of this was total confusion among our investors as to what our non-GAAP adjusted EBITDA was. It gave the impression we missed our guidance. In fact, that was the perception of four out of five analysts who filed notes before the call even started. Looking back, this was on us. We clearly did not explain how we were handling the write-down, why we were doing it differently, and the impact it would have on non-GAAP adjusted EBITDA. It was not our intent to create confusion. I'll remind everyone that with our historic practice, our non-GAAP adjusted EBITDA was $539 million. Following the SEC's instructions, however, it was $510 million. While I'm on a roll, I want to address the advisory services and their recommendations for this year's annual meeting.
Respectfully, I do understand the need for advisory services, and sometimes I disagree with their recommendations. Two of them today are a concern to us. Before I elaborate, I want to stress that we're grateful to our shareholders that they've supported us on both of these issues. The first is the ISS recommendation for a no vote on say-on-pay related to our incentive plan. A majority of the management team's pay is in the form of incentives. We went through a period where short-term incentives weren't paying out, zero. Performance share grants also did not meet the criteria for payout for multiple years and were forfeited. Most people have annual grants north of $200 whose payout could be in question too.
What ISS is missing is we need incentive plans that retain people and keep them engaged, and in order to conserve cash when incentives have been paid in recent years, they were paid in equity, and it's our intention to move back to cash, which is our traditional form of incentive payout prior to our financial challenges. We were fortunate that many people chose to stay at Scotts, which I think is a reflection of our company, our culture, and their trust that the board would make it worthwhile for them. The management team and the board are working really hard to align our incentive plans with the interests of our shareholders. I'd also like to address Glass Lewis' recommendation against Steve Johnson's reelection that was based on diversity issues. Steve has been a terrific board member.
He's the only career scientist ever to be appointed as head of the U.S. EPA. Over a decade ago, we had significant compliance issues with the U.S. EPA. We were serious about demonstrating to the government and our shareholders that we were committed to adhering to environmental regulations and EPA compliance. Steve Johnson's appointment to our board reinforced that commitment, and he's been invaluable here. He's a strong board member with deep EPA connections. Speaking of the board, over the past three years, we've been very deliberate about refreshing it with diverse skill sets and backgrounds.
In that time, we've welcomed five new board members. This week, we'll have an opportunity to continue that refresh. Longtime board member Tom Kelly informed us today of his retirement effective January 31st. He has done great work in his nearly 20 years with us. He was a pioneer in cellular telecom when he joined us, serving in executive operator and strategy roles in what was then Nextel Communications and then Sprint Nextel.
He's headed our Comp and Org Committee and eventually settled in as chair of our Innovation Committee, where he's added the most value. He's challenged our brand and R&D teams. He's forced us to generate metrics to advance innovation and track new product development. We are grateful for Tom's contributions and would have supported him for another term. Tom's 77, and his focus is on his family, and I can't argue with that. We thank him and wish him the best. I plan to nominate Nick Miaritis as Tom's replacement at our board meeting this week. Nick is Chief Client Officer with VaynerMedia in New York and has extensive consumer brand and digital marketing experience.
Nick's appointment would continue our efforts to bring new skills and perspectives to the board. Our new board members bring expertise in leverage finance, fast-moving consumer goods, retail, market-leading brands, growth strategies, general management, and C-suite-level leadership, as well as diversity in terms of age, ethnicity, gender, and sexual orientation. For today, I want to welcome and thank our board of directors comprised of the following members in addition to me: Edith Avilés, Rob Candelino, Dave Evans, Adam Hanft, Steve Johnson, Tom Kelly, Mark Kingdon, Kate Hagedorn Littlefield, Brian Sandoval, Peter Schuur, and General John Vines. This group actively oversees me and the management team. Our shareholders are fortunate to be represented by this talented and engaged group. I'd also like to introduce our executive officers.
In addition to myself, they are Nate Baxter, President and Chief Operating Officer, Chris Hagedorn, Executive Vice President and Chief of Staff, Dimitar Todorov, Executive Vice President, Chief Legal Officer and Corporate Secretary, and Matthew Schwier, Interim Chief Financial Officer and Chief Accounting Officer. We have a very strong management team. We are aligned to our future plans and are committed to continued improvement. I want to thank our banks and other external partners for their ongoing support. For the shareholders who've been with us for the long haul, thank you for showing confidence in us through our challenging times. And for the shareholders that are new, welcome.
Moving on, we'll tend to the business in our proxy statement. When finished, we'll answer questions that shareholders may have asked online. If you have a question, please post it over the next several minutes if you haven't already. 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 directions. I'll now turn it over to Dimitar Todorov, our Chief Legal Officer and Corporate Secretary.
Thank you, Jim. I'd like to add my welcome to the annual meeting of shareholders and introduce Brad Shelton, our Vice President of Investor Relations and Treasurer, Tony Carideo from the Carideo Group, who will serve as our Inspector of Elections, and Greg Coy, Lead Client Service Partner at Deloitte & 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 have finished, I'll turn the podium over back to Jim for Q&A. Only validated shareholders will be able to ask questions in the designated field on the web portal. Out of 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 discussed 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-K, 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'd like the record to reflect the minutes of that meeting have been filed with the records of the company. Next, Brad Shelton will confirm our mailing procedures and registered shareholders.
Thank you, Dimitar. 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 form of proxy, and the 2024 annual report were timely mailed to the shareholders of the company.
Thanks, Brad. 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 the registered shareholders of the company's common shares as of the close of business on December 2nd, 2024, the record date for this meeting.
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 or voted via telephone or the internet and do not want to change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I now declare the polls for the annual meeting closed. Mr. Carideo, please present your report regarding the number of common shares present at today's meeting.
Mr. Todorov, a minimum of 52,878,356 or 92.03% of the common shares are present in person or by proxy.
Thank you, Mr. Carideo. The proxies, substitutions of proxies, and ballots presented to the meeting are hereby ordered to be filed with the records of the company. According to Mr. Carideo's report, the quorum is present so that business may properly be conducted. As set forth in the proxy statement, the business of this meeting includes four proposals. Proposal number one is to elect four directors, each to serve for a three-year term expiring at the annual meeting of shareholders to be held in the year 2028.
Proposal number two is to conduct an advisory vote on the compensation of the company's named executive officers. Proposal number three is to ratify the audit committee selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending September 30th, 2025. Proposal number four is to approve an amendment and restatement of The Scotts Miracle-Gro Company Discounted Stock Purchase Plan to increase the maximum number of common shares available for grants to participants. Proceeding to proposal number one, I recognize Amanda Rico, Interim Chief Human Resources Officer, for the purpose of nominating the four directors.
Thank you, Dimitar. I hereby move that the following persons be elected as directors of the company, each to hold office until the annual meeting of shareholders to be held in the year 2028, and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal: David C. Evans, Adam Hanft, Stephen L. Johnson, and Katherine Hagedorn Littlefield.
Is there a second to the motion?
I second the motion.
As a person appointed as an official proxy, I report that I have voted in accordance with the proxies received from shareholders. Mr. Carideo, may I have your report of the vote regarding the election of the four directors?
Mr. Todorov, I report that each of the four nominees for election as a director received not less than 41,637,480 votes.
I hereby declare that David C. Evans, Adam Hanft, Stephen L. Johnson, and Katherine Hagedorn-Littlefield have been duly elected as directors of the company. The meeting will now proceed to consideration of proposal number two. I recognize Amanda Rico for the purpose of presenting the proposal.
Thank you, Dimitar. 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.
As a person appointed as an official proxy, I report that I have voted in accordance with the proxies received from shareholders. Mr. Carideo, may I have your report of the advisory vote regarding the compensation of the company's named executive officers?
Mr. Todorov, I report that not less than 33,366,898 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 three. I recognize Matthew Schwier for the purpose of presenting the proposal.
Thank you, Dimitar. I hereby move that the audit committee selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending September 30th, 2025, be ratified.
Is there a second to the motion?
I second the motion.
As a person appointed as an official proxy, I report that I have voted in accordance with the proxies received from shareholders. Mr. Carideo, may I have your report of the vote regarding the ratification of the audit committee selection of Deloitte & Touche LLP as the company's independent registered public accounting firm?
Mr. Todorov, I report that ratification of the audit committee selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending September 30th, 2025, received not less than 51,683,433 votes.
I hereby declare that the audit committee selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending September 30th, 2025, has been ratified. The meeting will now proceed to consideration of proposal number four. I recognize Amanda Rico for the purpose of presenting the proposal.
Thank you, Dimitar. I hereby move that shareholders approve an amendment and reinstatement of the Scotts Miracle-Gro Company Discounted Stock Purchase Plan to increase the maximum number of common shares available for grants to participants.
Is there a second to the motion?
I second the motion.
As a person appointed as an official proxy, I report that I have voted in accordance with the proxies received from shareholders. Mr. Carideo, may I have your report of the vote regarding the amendment and restatement of the Scotts Miracle-Gro Company's discounted stock purchase plan?
Mr. Todorov, I report that not less than 47,792,019 votes were received for approval of the amendment and restatement of The Scotts Miracle-Gro Company's discounted stock purchase plan.
I hereby declare that the shareholders have approved the amendment and restatement of the Scotts Miracle-Gro Company's Discounted Stock Purchase Plan. Mr. Chairman, this concludes the formal business portion of our meeting.
Thank you, Dimitar. Now I'd like to open things up for shareholder questions and comments. Please note I'll 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. Any questions that are not germane to today's meeting will be addressed offline outside this meeting with the individual who poses such a question. No questions? Well, okay. Thank you guys very much for your continued support of Scotts Miracle-Gro. There being no further business to come before the meeting, the 2025 annual meeting of shareholders of the Scotts Miracle-Gro Company is now adjourned.