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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 1, 2026 (June 26, 2026)
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The Scotts Miracle-Gro Company
(Exact name of registrant as specified in its charter)
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| | | | | | | | |
| Ohio | 001-11593 | 31-1414921 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation or organization) | File Number) | Identification No.) |
| | | | | | | | | | | |
| 14111 Scottslawn Road | Marysville | Ohio | 43041 |
| (Address of principal executive offices) | | | (Zip Code) |
Registrant’s telephone number, including area code: (937) 644-0011
Not applicable
(Former name or former address, if changed since last report.)
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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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Shares, $0.01 stated value | SMG | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 29, 2026, The Scotts Miracle-Gro Company (the “Company”) announced that, in alignment with the Board of Directors’ long-term succession plan, the Board has named Nathan E. Baxter as President & Chief Executive Officer of the Company, effective June 26, 2026. In addition, the Board has elected Mr. Baxter to the Board of Directors.
Mr. Baxter succeeds James Hagedorn, who has served as Chief Executive Officer of the Company since 2001. Mr. Hagedorn, who served as Chairman of the Board since 2003, has also resigned from the Board, and the Board has elected Lead Independent Director Peter Shumlin as Chairman. Director Nick Miaritis, who joined the Company as Executive Vice President & Chief Brand Officer earlier this month, has resigned from the Board effective June 26, 2026.
Mr. Baxter, 53, has served as the Company’s President & Chief Operating Officer since November 2024. Prior to that, Mr. Baxter served as Executive Vice President & Chief Operating Officer from August 2023 until November 2024, and Executive Vice President, Technology & Operations from April 2023 until August 2023. Previously, Mr. Baxter served as President of Tokyo Electron U.S. Holdings, a semiconductor manufacturing equipment company. Mr. Baxter is a general partner of the Hagedorn Partnership, L.P., the largest shareholder of the Company.
In connection with his appointment, the Board, upon the recommendation of the Compensation and Organization Committee of the Board, established Mr. Baxter’s annual base salary of $1,100,000 and target incentive percentage of 150% under The Scotts Company LLC Executive Incentive Plan to be prorated for the current fiscal year and, for the upcoming fiscal year, an annual target under the Company’s Long Term Incentive Plan of $5,250,000. In addition, to align Mr. Baxter’s long-term incentive compensation with his new responsibilities as President & Chief Executive Officer for the remainder of the current fiscal period, Mr. Baxter will receive a true-up restricted stock unit grant with a grant date value of $2,000,000 under the Company’s Long Term Incentive Plan. Mr. Baxter will remain a Tier 1 Participant under the Company’s Executive Severance Plan.
Pursuant to an agreement entered into as of December 11, 2013 (the “Severance Agreement”), Mr. Hagedorn is entitled to certain payments in connection with his separation from the Company. To satisfy these existing obligations, the Company and Mr. Hagedorn have entered into an agreement (the “Separation Agreement”) under which, in lieu of a lump sum payment equal to three times his salary and bonus provided for under the Severance Agreement, he will be paid an amount equal to $17,400,000 reduced by the value of his accrued benefit under Company pension plans, with the amount being paid out over twelve months. As additional consideration for the comprehensive transition, the Company also agreed to provide Mr. Hagedorn $500,000 in services over the coming year to support operation of an airplane owned by Mr. Hagedorn and $150,000 for administrative support. The foregoing payments are conditioned on Mr. Hagedorn not revoking his release of claims, and Mr. Hagedorn remains subject to non-competition, non-solicitation, and other post-employment covenants for which he will receive $3,600,000, payable over three years, as originally provided for in the Severance Agreement.
The foregoing are summary descriptions of the terms of the Severance Agreement and Separation Agreement and are qualified in their entirety by reference to the Severance Agreement and Separation Agreement, respectively. A copy of each is attached as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
A copy of the Company’s press release announcing these developments is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Shell company transactions:
Not applicable.
(d) Exhibits:
| | | | | |
| Exhibit No. | Description |
| 10.1 | Executive Severance Agreement, dated as of December 11, 2013, by and between The Scotts Company LLC and James Hagedorn (incorporated herein by reference to Scotts Miracle-Gro’s Current Report on Form 8-K filed December 17, 2013 [Exhibit 10.1]) |
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| 10.2 | Separation Agreement and Release of All Claims by and between The Scotts Company LLC and James Hagedorn |
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| 99.1 | News Release issued by The Scotts Miracle-Gro Company on June 29, 2026 |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| | | | | | | | | | | |
| | | THE SCOTTS MIRACLE-GRO COMPANY |
| | | |
| Dated: | July 1, 2026 | By: | /s/ DIMITER TODOROV |
| | | Printed Name: Dimiter Todorov |
| | | Title: Executive Vice President, Chief Legal Officer & Corporate Secretary |
INDEX TO EXHIBITS
Current Report on Form 8-K
Dated July 1, 2026
The Scotts Miracle-Gro Company
| | | | | |
| Exhibit No. | Description |
| 10.1 | Executive Severance Agreement, dated as of December 11, 2013, by and between The Scotts Company LLC and James Hagedorn (incorporated herein by reference to Scotts Miracle-Gro’s Current Report on Form 8-K filed December 17, 2013 [Exhibit 10.1]) |
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| 10.2 | Separation Agreement and Release of All Claims by and between The Scotts Company LLC and James Hagedorn |
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| 99.1 | News Release issued by The Scotts Miracle-Gro Company on June 29, 2026 |
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
ScottsMiracle-Gro Announces Strategic Leadership Succession
Nate Baxter Appointed President and Chief Executive Officer
Pete Shumlin Elected Chairman of the Board
MARYSVILLE, Ohio, June 29, 2026 - The Scotts Miracle-Gro Company (NYSE: SMG), the leading marketer of branded consumer lawn and garden products in North America, today announced that the Board of Directors has named Nate Baxter as president and CEO, effective immediately. In addition, Baxter has joined the Board of Directors. The Board also elected independent Lead Director Pete Shumlin as chairman of the Board.
Baxter succeeds Jim Hagedorn, 70, CEO since 2001 and chairman since 2003, whose transition from the Company and its Board of Directors aligns with the Board’s long-term internal succession plan. The framework of the succession plan was established by the Board of Directors upon Baxter joining the Company in 2023.
During his tenure, Baxter, 53, has driven a relentless focus on operational excellence and is the architect of the Company’s multi-year SMG 2.0 growth strategy centered on category growth, channel expansion and product innovation grounded in naturals and organics. He also has spearheaded the implementation of technology, automation, data analytics and AI to deliver operational and cost efficiencies throughout the organization.
Hagedorn completed a nearly 40-year career with the Company, having held sales, operations and management roles before becoming CEO and chairman. Hagedorn, whose father Horace started Miracle-Gro in 1951, led the merger of the family business with The Scotts Company in 1995. In his time as CEO, he shaped the modern lawn and garden industry through acquisitions of key brands, such as Ortho and Tomcat, that significantly expanded the portfolio and through strategic growth initiatives that included the joint venture with Bonnie Plants. He advanced new approaches to consumer marketing and led the public listing of SMG on the New York Stock Exchange. Annual revenue climbed from $732 million in 1995 after the Scotts and Miracle-Gro merger to $3.3 billion in fiscal 2025.
“Jim has made ScottsMiracle-Gro what it is today and fundamentally modernized the lawn and garden industry by championing the consumer experience,” Shumlin said. “As a former F-16 fighter pilot, he brought a boldness and competitive spirit to the Company that remains a big part of the associate experience. He has given most of his adult life to this Company, and we are eternally grateful.
“As for Nate’s appointment as chief executive officer, this is the realization of the Board’s internal succession planning efforts with an eye toward accelerating next-generation growth drivers to scale the business. Nate has proven to be an exceptional talent who leads with integrity, collaboration, vision and operational expertise. He is the architect of the SMG 2.0 growth plan and has built a strong team to execute upon it. He is uniquely qualified to further evolve ScottsMiracle-Gro into the essential, lifestyle brand for lawn and garden consumers of today and the future.”
Baxter added, “I consider it a tremendous privilege to lead ScottsMiracle-Gro and serve all those we touch daily. I know I have big shoes to fill and look forward to collaborating with our teams as we nurture a culture in which our associates thrive and work together to deliver on the SMG 2.0 strategy. We have a special consumer franchise with a meaningful runway. My focus is to build on the momentum of SMG 2.0 while maintaining the financial discipline that has strengthened our balance sheet, converting that into durable shareholder value creation.”
Hagedorn said, “It has been an honor to be part of this Company for most of my life. I’m grateful for the opportunity to work with so many talented people as we built ScottsMiracle-Gro and its brands into the market leader with superpowers like no other in lawn and garden. Nate is ready to take over the reins. He has established himself as the leader ScottsMiracle-Gro needs as it transforms for the future.”
Fiscal 2026 Outlook
In connection with today’s announcement, the Company has reaffirmed its previously provided Fiscal 2026 guidance, which includes:
•U.S. Consumer net sales low single-digit growth
•Non-GAAP adjusted gross margin of at least 32%
•Non-GAAP adjusted net income per share from continuing operations of $4.15 to $4.35
•Non-GAAP adjusted EBITDA mid single-digit growth
•Free cash flow of approximately $275 million, driving leverage ratio down to the high 3’s
As previously announced, the Company will host its 2026 Investor Day at the New York Stock Exchange on August 4, 2026, beginning at 9 a.m. ET. Members of the executive and senior leadership team will discuss the Company’s mid- to long-term strategic priorities and financial goals followed by a question-and-answer session.
Bios
Baxter joined the Company in April 2023 as executive vice president, technology and operations, and was named COO in September 2023 before taking on the expanded role of president and COO in 2024. Among his responsibilities were execution of Company strategies and oversight of the market-leading brands, sales, supply chain, marketing, R&D and information technology. Prior to ScottsMiracle-Gro, Baxter was president of TEL U.S., a Tokyo Electron Ltd. subsidiary that manufactures semiconductor and flat-panel manufacturing equipment, and worked with Intel Corporation in technology, supply chain, strategy and management. He is a general partner of the Hagedorn Partnership, L.P., the largest shareholder of the Company, and serves as chairman of the board of Bonnie Plants, the largest national supplier of vegetable and herb plants in the U.S., as well as a board member with The Legacy Project, which empowers students to become leaders and innovators.
Shumlin, 70, a former three-term governor of Vermont and director at Putney Student Travel as well as a principal in numerous real estate ventures, has been a member of the Board of Directors since 2017 and served as its lead independent director since 2023.
About ScottsMiracle-Gro
With approximately $3.3 billion in sales, the Company is the leading marketer of branded consumer lawn and garden products in North America. The Company’s brands are among the most recognized in the industry. The Company’s Scotts®, Miracle-Gro®, Ortho® and Tomcat® brands are market-leading in their categories. For additional information, visit us at www.scottsmiraclegro.com.
For investor inquiries:
Brad Chelton
Vice President Treasury, Tax and Investor Relations
brad.chelton@scotts.com
(937) 309-2503
For media inquiries:
Tom Matthews
Chief Communications Officer
tom.matthews@scotts.com
(937) 844-3864
