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) February 14, 2017

 

 

Central Garden & Pet Company

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-33268		68-0275553
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
1340 Treat Boulevard, Suite 600, Walnut Creek, California				94597
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (925) 948-4000

(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 (see General Instruction A.2. below):

 

☐	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))

 

 

 

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Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Fiscal 2016 Bonus Determinations

On February 14, 2017, the Compensation Committee of the Board of Directors of Central Garden & Pet Company (the “Company”) approved cash bonus payments to the Company’s named executive officers, in respect of fiscal 2016. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Proxy Statement for its 2017 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 30, 2016 (the “Proxy Statement”), because the amount of the bonuses had not been determined at the time of filing the Proxy Statement. In accordance with Item 5.02(f), the table below updates the Bonus and Total columns in the fiscal 2016 summary compensation table for the named executive officers previously set forth in the Proxy Statement. No other amounts have changed.

SUMMARY COMPENSATION TABLE

 

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards (1)($)				Option Awards (2)($)				All Other Compensation (3)($)				Total ($)
George C. Roeth President and Chief Executive Officer			2016				232,500				795,000	(4)			520,040				40,147				266,048				1,853,735
John R. Ranelli Former President and Chief Executive Officer, Acting Principal Financial Officer			2016 2015 2014				778,846 750,612 673,000				862,500 935,000 505,00				—   3,025,220 1,078,15				—   —   —				270,935 459,896 418,806				1,912,281 5,170,728 2,674,963
David N. Chichester Former Acting Chief Financial Officer			2016 2015				201,385 42,308				100,000 35,000				20,006 20,006				75,272 63,797				49,601 71,500				446,264 232,611
William E. Brown Chairman			2016 2015 2014				176,618 319,500 390,000				105,000 120,000 390,000				300,021 —   —				—   —   —				1,203 12,808 11,707				582,842 452,308 791,707
Michael Reed Executive Vice President			2016 2015 2014				480,808 446,154 435,962				260,000 360,000 220,000				—   —   543,006				174,000 127,500 —				26,013 24,337 24,361				940,821 957,991 1,223,329
George A. Yuhas General Counsel and Secretary			2016 2015 2014				459,438 426,154 417,308				247,250 295,000 188,000				—   —   142,670				163,560 127,500 —				25,620 20,872 25,074				895,868 869,526 773,052

 

(1)	This column represents the grant date fair value in accordance with ASC 718. These amounts do not represent the actual value that may be realized by the named executive officers.

(2)

This column represents the grant date fair value in accordance with ASC 718. Please refer to Note 13, “Stock-Based Compensation”, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed on December 2, 2016 for the relevant assumptions used to determine the compensation cost of our stock option awards. These amounts do not represent the actual value, if any, that may be realized by the named executive officers.

 

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(3)	The components of the “All Other Compensation” column for fiscal 2016 are detailed in the following table:

 

Description		Roeth				Ranelli				Brown				Chichester				Reed				Yuhas
Company matching contribution to 401(k) plan		$	447			$	2,307			$	308			$	—			$	3,125			$	2,546
Medical and life insurance premiums			96				10,888				895				101				10,888				11,074
Car allowance or lease			4,400				12,000				—				—				12,000				12,000
Consulting fees			107,438				—				—				—				—				—
Medical reimbursement			5,000				—				—				—				—				—
Financial planning allowance			6,667				—				—				—				—				—
Director fees			142,000				—				—				49,500				—				—
Housing allowance			—				126,000				—				—				—				—
Tax gross-up payments			—				119,740				—				—				—				—
Total		$	266,048			$	270,935			$	1,203			$	49,601			$	26,013			$	25,620

 

(4)	Mr. Roeth became Chief Executive Officer in June 2016. Bonus column includes hiring bonus of $500,000.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

On February 14, 2017, at the Annual Meeting, the following proposals were submitted to the stockholders:

 

1.

The election of nine directors to serve until the 2018 Annual Meeting and until their successors are duly elected and qualified.

 

2.

The frequency at which the Company should conduct an advisory (non-binding) vote on executive compensation.

 

3.

The approval of the advisory (non-binding) resolution relating to executive compensation.

 

4.

The approval of the amendment to the Nonemployee Director Equity Incentive Plan to increase the number of shares of Class A Common Stock authorized for issuance thereunder.

 

5.

The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2017.

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. Holders of the Company’s Common Stock are entitled to one vote per share and holders of the Company’s Class B Stock are entitled to the lesser of ten votes per share or 49% of the total number of votes of Common Stock and Class B Stock which are voted for a director or on a proposal. Holders of the Company’s Common Stock and holders of the Company’s Class B Stock vote together as a single class on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. The number of votes cast for and withheld/against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

 

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Proposal One:

The following individuals were elected to serve as directors until the Company’s next annual meeting and until their respective successors are elected and qualified by the votes set forth in the following table:

 

Director Nominee		For		Withheld		Broker Non-Votes
John B. Balousek		19,813,223		80,371		898,213
William E. Brown		15,451,956		4,441,638		898,213
Thomas J. Colligan		19,823,994		69,600		898,213
Brooks M. Pennington III		15,260,711		4,632,883		898,213
Alfred A. Piergallini		19,811,042		82,552		898,213
John R. Ranelli		15,267,154		4,626,440		898,213
George C. Roeth		15,551,971		4,341,623		898,213
Mary Beth Springer		19,824,019		69,575		898,213
Andrew K. Woeber		19,859,551		34,043		898,213

Proposal Two:

The stockholders voted, on an advisory (non-binding) basis, to hold an advisory (non-binding) vote on the compensation of the Company’s named executive officers every three years, by the votes set forth in the following table:

 

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
7,264,166		24,524		12,598,571		3,230		898,213

In light of the stockholder’s strong preference for Three Years, the Company has decided that it will continue to conduct the executive compensation advisory vote every three years.

Proposal Three:

The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the votes set forth in the following table:

 

For		Against		Abstain		Broker Non-Votes
19,695,672		170,755		13,855		898,213

Proposal Four:

The stockholders approved the amendment to the Nonemployee Director Equity Incentive Plan, by the votes set forth in the following table:

 

For		Against		Abstain		Broker Non-Votes
16,251,103		3,621,930		10,486		898,213

 

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Proposal Five:

The appointment of Deloitte & Touché LLP as the Company’s independent registered public accounting firm for fiscal year 2017 was ratified, by the votes set forth in the following table:

 

For		Against		Abstain		Broker Non-Votes(1)
21,588,835		31,641		17,503		0

 

(1)	Pursuant to the rules of the New York Stock Exchange, this proposal constituted a routine matter. Therefore, brokers were permitted to vote without receipt of instructions from beneficial owners.

 

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SIGNATURES

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.

 

Dated: February 21, 2017

 

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