UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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-2 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 Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Fiscal 2021 Bonus Determinations
On February 7, 2022, the Compensation Committee of the Board of the Company approved cash bonus payments to the Company’s named executive officers, in respect of fiscal 2021. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Proxy Statement for its 2022 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 27, 2021 (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 2021 summary compensation table for the named executive officers previously set forth in the Proxy Statement plus George A. Yuhas, whose bonus resulted in him becoming a named executive officer for fiscal 2021. No other amounts have changed.
SUMMARY COMPENSATION TABLE
| Name and Principal Position |
Year | Salary ($) |
Bonus ($) |
Stock Awards (1)($) |
Option Awards (2)($) |
All Other Compen sation (3)($) |
Total ($) |
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| Timothy P. Cofer |
2021 | 992,404 | 1,512,000 | 1,149,978 | 1,107.000 | 264,624 | 5,026,006 | |||||||||||||||||||||
| Chief Executive Officer(4) |
2020 | 900,000 | 1,472,500 | — | 3,393,865 | 148,253 | 5,914,618 | |||||||||||||||||||||
| Nicholas Lahanas |
2021 | 466,988 | 326,000 | 100,013 | 75,442 | 9,998 | 978,441 | |||||||||||||||||||||
| Chief Financial Officer |
2020 | 456,344 | 363,900 | 1,999,998 | 159,371 | 9,863 | 2,989,476 | |||||||||||||||||||||
| 2019 | 447,692 | 170,000 | 799,995 | 161,566 | 10,747 | 1,590,000 | ||||||||||||||||||||||
| John Hanson |
2021 | 501,235 | 342,000 | 100,013 | 75,442 | 132,955 | 1,151,645 | |||||||||||||||||||||
| President Pet Consumer Products(5) |
2020 | 488,403 | 362,200 | 582,730 | 159,371 | 111,853 | 1,704,557 | |||||||||||||||||||||
| John D. Walker |
2021 | 512,733 | 320,000 | 100,013 | 75,442 | 47,272 | 1,055,460 | |||||||||||||||||||||
| President Garden Consumer Products(6) |
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| William E. Brown |
2021 | 246,642 | 185,000 | 400,010 | — | 31,473 | 863,125 | |||||||||||||||||||||
| Chairman |
2020 | 200,000 | 151,000 | 299,991 | 999,999 | 18,662 | 1,669,652 | |||||||||||||||||||||
| 2019 | 200,000 | 376,000 | 299,989 | — | 17,041 | 893,030 | ||||||||||||||||||||||
| George A. Yuhas |
2021 | 479,885 | 300,000 | 79,148 | 59,723 | 45,576 | 964,332 | |||||||||||||||||||||
| General Counsel and Secretary |
2020 | 465,461 | 300,000 | — | 126,169 | 35,543 | 927,173 | |||||||||||||||||||||
| 2019 | 456,369 | 175,000 | — | 121,148 | 32,036 | 784,553 | ||||||||||||||||||||||
| (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 14, “Stock-Based Compensation”, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10–K filed on November 23, 2021 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 2021 are detailed in the following table: |
| Description |
Cofer | Lahanas | Hanson | Walker | Brown | Yuhas | ||||||||||||||||||
| Company matching contribution to 401(k) plan |
$ | 8,700 | $ | 8,700 | $ | 8,700 | $ | 8,700 | $ | 8,700 | $ | 8,700 | ||||||||||||
| Medical and life insurance premiums and medical reimbursement |
14,404 | 1,298 | 16,898 | 28,972 | 22,773 | 24,876 | ||||||||||||||||||
| Car allowance or lease |
13,200 | — | 12,000 | 9,600 | — | 12,000 | ||||||||||||||||||
| Commute expense reimbursement |
20,890 | — | — | — | — | — | ||||||||||||||||||
| Mobile device reimbursement |
— | — | 1,080 | — | — | — | ||||||||||||||||||
| Housing allowance |
95,932 | — | 72,027 | — | — | — | ||||||||||||||||||
| Tax gross up |
91,498 | — | 22,250 | — | — | — | ||||||||||||||||||
| Financial planning allowance |
20,000 | — | — | — | — | — | ||||||||||||||||||
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| Total |
$ | 264,624 | $ | 9,998 | $ | 132,955 | $ | 47,272 | $ | 31,473 | $ | 45,576 | ||||||||||||
| (4) | Mr. Cofer became an executive officer in October 2019. |
| (5) | Mr. Hanson became an executive officer in February 2020. |
| (6) | Mr. Walker became an executive officer in February 2021. |
In addition, the Compensation Committee approved an increase in Mr. Cofer’s base salary to $1,025,000, Mr. Lahanas’s base salary to $470,475, Mr. Hanson’s base salary to $517,600, Mr. Walker’s base salary to $529,500, and Mr. Brown’s base salary to $300,000. The increases were effective as of January 1, 2022.
On February 8, 2022, the Compensation Committee approved a form of performance share unit agreement (“PSU Agreement”) for future awards. A copy of the form of PSU Agreement is filed herewith as Exhibit 10.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On February 8, 2022, at the Annual Meeting, the following proposals were submitted to the stockholders:
| 1. | The election of eleven directors to serve until the 2023 Annual Meeting and until their successors are duly elected and qualified. |
| 2. | The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending on September 24, 2022. |
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 votes cast. 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 | |||||||||
| William E. Brown |
10,834,624 | 4,580,438 | 542,527 | |||||||||
| Courtnee Chun |
18,336,545 | 754,458 | 542,527 | |||||||||
| Timothy P. Cofer |
12,857,076 | 3,548,987 | 542,527 | |||||||||
| Lisa Coleman |
10,854,039 | 4,570,536 | 542,527 | |||||||||
| Brendan P. Dougher |
18,324,086 | 760,812 | 542,527 | |||||||||
| Michael J. Griffith |
17,209,335 | 1,329,335 | 542,527 | |||||||||
| Christopher T. Metz |
18,323,961 | 760,876 | 542,527 | |||||||||
| Daniel P. Myers |
10,824,286 | 4,585,710 | 542,527 | |||||||||
| Brooks M. Pennington III |
10,718,702 | 4,639,558 | 542,527 | |||||||||
| John R. Ranelli |
10,852,302 | 4,571,422 | 542,527 | |||||||||
| Mary Beth Springer |
17,593,498 | 1,133,412 | 542,527 | |||||||||
Proposal Two:
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending on September 24, 2022 was ratified, by the votes set forth in the following table:
| For |
Against |
Abstain |
Broker Non-Votes(1) | |||
| 20,172,675 |
698,735 | 4,204 | 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Form of Performance Share Unit Agreement. | |
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document.). | |
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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.
| CENTRAL GARDEN & PET COMPANY | ||
| By: | /s/ George A. Yuhas | |
| George A. Yuhas | ||
| General Counsel and Secretary | ||
Dated: February 9, 2022
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