ScottsMiracle-Gro Announces Results of Annual Meeting of Shareholders
Michael E. Porter, Ph.D. elected to Board of Directors
Three current Board members re-elected
MARYSVILLE, Ohio, Jan. 17, 2013
MARYSVILLE, Ohio, Jan. 17, 2013 /PRNewswire-FirstCall/ --Shareholders of The
Scotts Miracle-Gro Company (NYSE: SMG), the world's largest marketer of
branded consumer lawn and garden products, today elected Michael E. Porter,
Ph.D. and re-elected three current members to the Company's Board of
Directors, effective immediately, for three-year terms that expire in 2016.
Those board members elected this morning are Adam Hanft, founder and CEO of
Hanft Projects; Stephen L. Johnson, President and CEO of Stephen L. Johnson
and Associates Strategic Consulting; Katherine Hagedorn Littlefield, Chair of
Hagedorn Partnership; and Michael E. Porter, Ph.D., a leading authority on
competitive strategy and economic development and the Bishop William Lawrence
University Professor at Harvard Business School.
"We are honored and pleased to have Professor Porter join our Board," said
Chairman and CEO Jim Hagedorn. "As a competitive strategy professor at Harvard
Business School and a leading expert in the business strategy field, he brings
significant knowledge and expertise to the Board in the areas of strategy and
international business. I am confident he will strengthen the dialog we have
with our Board and help us drive shareholder value."
Professor Porter replaces Joseph P. Flannery who retired from the Board in
December 2012 after 25 years of service. With his significant marketing and
consumer industry experience, Flannery advised the Board on a variety of
strategic and business matters over the years.
"Joe was one of the most thoughtful and insightful Directors in our Company's
history," said Hagedorn. "We were very fortunate to benefit from his counsel
during his more than 20-year history with the Company, and I want to thank Joe
for his many contributions."
Professor Porter is the author of 19 books and over 125 articles, and speaks
widely on strategy, competitiveness, corporate responsibility and related
subjects. He is a founding member and member of the Executive Committee of
the Council on Competitiveness, a leading private-sector competitiveness
organization in the U.S. Professor Porter has served as a strategy advisor to
top management in numerous leading domestic and international companies and
routinely advises national leaders in numerous countries on competitiveness.
In his message at the Annual Meeting of Shareholders, Hagedorn expressed
confidence in the Company's immediate focus on driving meaningful improvements
in earnings and cash flow, while continuing to make strategic investments for
long-term growth. He also discussed the Company's expectations for fiscal 2013
earnings in a range of $2.50 to $2.75 per share and operating cash flow of at
least $250 million for the year.
"We are putting a line in the sand to make strides against our long-term
goals," Hagedorn told shareholders. "We are leveraging our cost structure
with increased focus on margin improvement and total shareholder return. I am
confident in the plan we have put in place and believe our shareholders will
see strong improvements in our business."
Also at today's meeting, shareholders approved, on an advisory basis, the
compensation of the Company's named executive officers. Shareholders also
approved an amendment and restatement of The Scotts Miracle-Gro Company
Amended and Restated 2006 Long-Term Incentive Plan. In addition, shareholders
ratified the Audit Committee's selection of Deloitte & Touche LLP as the
Company's independent registered public accounting firm for the fiscal year
ending September 30, 2013.
An archive of the Company's 2013 Annual Meeting of Shareholders is available
on the investor relations section of the ScottsMiracle-Gro website at
With more than $2.8 billion in worldwide sales, The Scotts Miracle-Gro
Company, through its wholly-owned subsidiary, The Scotts Company LLC, is the
world's largest marketer of branded consumer products for lawn and garden
care. The Company's brands are the most recognized in the industry. In the
U.S., the Company's Scotts®, Miracle-Gro® and Ortho® brands are market-leading
in their categories, as is the consumer Roundup® brand, which is marketed in
North America and most of Europe exclusively by Scotts and owned by Monsanto.
In the U.S., we operate Scotts LawnService®, the second largest residential
lawn care service business. In Europe, the Company's brands include Weedol®,
Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligene® and
Substral®. For additional information, visit us at www.scotts.com.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this press release, other than statements of
historical fact, which address activities, events and developments that the
Company expects or anticipates will or may occur in the future, including, but
not limited to, information regarding the future economic performance and
financial condition of the Company, the plans and objectives of the Company's
management, and the Company's assumptions regarding such performance and plans
are "forward-looking statements" within the meaning of the U.S. federal
securities laws that are subject to risks and uncertainties. These
forward-looking statements generally can be identified as statements that
include phrases such as "guidance," "outlook," "projected," "believe,"
"target," "predict," "estimate," "forecast," "strategy," "may," "goal,"
"expect," "anticipate," "intend," "plan," "foresee," "likely," "will,"
"should" or other similar words or phrases. Actual results could differ
materially from the forward-looking information in this release due to a
variety of factors, including, but not limited to:
oCompliance with environmental and other public health regulations could
increase the Company's costs of doing business or limit the Company's
ability to market all of its products;
oIncreases in the prices of raw materials and fuel costs could adversely
affect the Company's results of operations;
oThe highly competitive nature of the Company's markets could adversely
affect its ability to maintain or grow revenues;
oBecause of the concentration of the Company's sales to a small number of
retail customers, the loss of one or more of, or significant reduction in
orders from, its top customers could adversely affect the Company's
oAdverse weather conditions could adversely impact financial results;
oThe Company's international operations make the Company susceptible to
fluctuations in currency exchange rates and to other costs and risks
associated with international regulation;
oThe Company may not be able to adequately protect its intellectual
property and other proprietary rights that are material to the Company's
oThe Company depends on key personnel and may not be able to retain those
employees or recruit additional qualified personnel;
oIf Monsanto Company were to terminate the Marketing Agreement for consumer
Roundup products, the Company would lose a substantial source of future
earnings and overhead expense absorption;
oHagedorn Partnership, L.P. beneficially owns approximately 30% of the
Company's common shares and can significantly influence decisions that
require the approval of shareholders;
oThe Company may pursue acquisitions, dispositions, investments, dividends,
share repurchases and/or other corporate transactions that it believes
will maximize equity returns of its shareholders but may involve risks.
Additional detailed information concerning a number of the important factors
that could cause actual results to differ materially from the forward-looking
information contained in this release is readily available in the Company's
publicly filed quarterly, annual and other reports. The Company disclaims any
obligation to update developments of these risk factors or to announce
publicly any revision to any of the forward-looking statements contained in
this release, or to make corrections to reflect future events or developments.
SOURCE The Scotts Miracle-Gro Company
Contact: Jim King, Senior Vice President, Investor Relations and Corporate
Affairs, The Scotts Miracle-Gro Company, +1-937-578-5622
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