The Scotts Miracle-Gro (SMG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on January 26, 2026, with voting on key proposals including director elections, executive compensation, auditor ratification, and an amendment to the Long-Term Incentive Plan.

• Shareholders of record as of December 1, 2025, are eligible to vote, with 58,007,149 common shares outstanding.

• The company emphasizes environmental responsibility, cost reduction, and technology deployment as ongoing priorities.

Voting matters and shareholder proposals

• Four directors are up for election for three-year terms expiring at the 2029 annual meeting.

• Advisory vote on executive compensation (Say-on-Pay) is included.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

• Approval sought for an amendment to the Long-Term Incentive Plan to increase available shares and simplify share counting.

Board of directors and corporate governance

• The board consists of 12 members divided into three classes, with a mix of business, financial, technology, and government experience.

• Diversity is considered in board composition, with active efforts to include minorities and women.

• Leadership structure includes a combined Chairman/CEO, Lead Independent Director, and Vice Chair, with five standing committees.

• Eight directors are considered independent under NYSE and SEC rules.

• All directors attended at least 75% of meetings in fiscal 2025.