Central Garden Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
|
Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Fiscal 2016 Bonus Determinations
On February14, 2017, the Compensation Committee of the Board of
Directors of Central Garden Pet Company (the Company) approved
cash bonus payments to the Companys named executive officers, in
respect of fiscal 2016. This bonus compensation information was
not included in the Summary Compensation Table included in the
Companys Proxy Statement for its 2017 Annual Meeting of
Stockholders, filed with the Securities and Exchange Commission
on December30, 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
|
NameandPrincipal Position |
Year | Salary ($) | Bonus ($) | Stock Awards (1)($) | Option Awards (2)($) | AllOther Compensation (3)($) | Total ($) | |||||||||||||||||||||
|
George C. Roeth President and Chief Executive |
232,500 | 795,000 | (4) | 520,040 | 40,147 | 266,048 | 1,853,735 | |||||||||||||||||||||
|
John R. Ranelli Former President and ChiefExecutive |
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 |
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 December2, 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. |
2
| (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 |
$ | $ | 2,307 | $ | $ | $ | 3,125 | $ | 2,546 | |||||||||||||||
|
Medical and life insurance premiums |
10,888 | 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. |
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
On February14, 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 ClassA Common Stock authorized for issuance thereunder. |
| 5. |
The ratification of Deloitte Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending September30, 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 Companys Common Stock are entitled
to one vote per share and holders of the Companys ClassB Stock
are entitled to the lesser of ten votes per share or 49% of the
total number of votes of Common Stock and ClassB Stock which are
voted for a director or on a proposal. Holders of the Companys
Common Stock and holders of the Companys ClassB 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:
3
Proposal One:
The following individuals were elected to serve as directors
until the Companys next annual meeting and until their respective
successors are elected and qualified by the votes set forth in
the following table:
|
DirectorNominee |
For | Withheld | BrokerNon-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
Companys named executive officers every three years, by the votes
set forth in the following table:
|
OneYear |
TwoYears |
ThreeYears |
Abstain |
BrokerNon-Votes |
||||
|
7,264,166 |
24,524 | 12,598,571 | 3,230 | 898,213 |
In light of the stockholders 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 Companys named executive officers, by the
votes set forth in the following table:
|
For |
Against |
Abstain |
BrokerNon-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 |
BrokerNon-Votes |
|||
|
16,251,103 |
3,621,930 | 10,486 | 898,213 |
4
Proposal Five:
The appointment of Deloitte Touch LLP as the Companys independent
registered public accounting firm for fiscal year 2017 was
ratified, by the votes set forth in the following table:
|
For |
Against |
Abstain |
BrokerNon-Votes(1) |
|||
|
21,588,835 |
31,641 | 17,503 |
| (1) |
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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About Central Garden & Pet Company (NASDAQ:CENT)
Central Garden & Pet Company is a marketer and producer of branded products and distributor of third party products in the pet and lawn and garden supplies industries in the United States. The Company operates in two segments: Pet segment and the Garden segment. It is a marketer and producer of pet supplies in the United States. In addition, its Pet segment operates sales and logistics networks in the industry strategically supporting its brands. Its principal pet supplies categories are dog and cat, aquatics, bird and small animal, wild bird feed and animal health products. The Company markets and produces various brands, including Pennington, The Rebels, AMDRO, Lilly Miller, Ironite, Sevin, and Over-N-Out. Its Garden segment operates a sales and logistics network that strategically supports its brands. The Company’s principal lawn and garden product lines include grass seed, wild bird feed and insect control products. Central Garden & Pet Company (NASDAQ:CENT) Recent Trading Information
Central Garden & Pet Company (NASDAQ:CENT) closed its last trading session up +0.04 at 35.59 with 120,040 shares trading hands.
