8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 15, 2019

Central Garden & Pet Company(Exact name of Registrant as Specified in its Charter) 

Delaware	001-33268	68-0275553
(State or Other Jurisdiction ofIncorporation)	(Commission File Number)	(I.R.S. Employer IdentificationNumber)

1340 Treat Boulevard, Suite 600, Walnut Creek, California 94597(Address of Principal Executive offices)(Zip Code)

(925) 948-4000(Registrant’s Telephone Number, including Area Code)

Not Applicable(Former Name or Former Address, if changed since last report)

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 (see General Instruction A.2. below): 

☐ 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 Stock	CENT	The NASDAQ Stock Market LLC
Class A Common Stock	CENTA	The NASDAQ Stock Market LLC

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2019, Central Garden & Pet Company (the “Company”) announced the appointment of Michael Griffith to the Company’s Board of Directors effective June 15, 2019.  Mr. Griffith has not been appointed to any board committees.

Mr. Griffith served as President and Chief Executive Officer of EAT Club, Inc., the largest business-focused online lunch delivery company in the United States, from July 2016 to March 2018.  Previously, Mr. Griffith served as Vice Chairman of Activision Blizzard, Inc., a worldwide online, personal computer, console, handheld, and mobile game publisher, from March 2010 to August 2016 and served as President and Chief Executive Officer of Activision Publishing, Inc. (prior to merger with Blizzard Entertainment, Inc.), one of the world’s largest third-party video game publishers from June 2005 to March 2010.  Prior thereto, he served in various executive positions at The Procter & Gamble Company, a multinational consumer goods corporation, including as President of the Global Beverage Division, Vice President and General Manager of Coffee Products, and Vice President and General Manager of Fabric & Home Care—Japan and Korea and Fabric & Home Care Strategic Planning—Asia.  Mr. Griffith is also a director of Dave & Buster’s Entertainment, Inc.

There are no transactions reportable under Item 404(a) of Regulation S-K in which Mr. Griffith has a direct or indirect material interest.  He will be entitled to receive the standard cash and equity compensation paid to all directors as described in the Company’s most recent proxy statement.  A copy of the press release announcing the above appointment is furnished as Exhibit 99.1 to this Current Report.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Title or Description
99.1	Press release issued by the Company dated June 17, 2019.

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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
Date: June 17, 2019	By:	/s/  George A. Yuhas
		George A. Yuhas General Counsel and Secretary

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EX-99.1

Exhibit 99.1

Central Garden & Pet Company Names New Independent Director

WALNUT CREEK, Calif.--(BUSINESS WIRE)--June 17, 2019--Central Garden & Pet Company (NASDAQ: CENT) (NASDAQ: CENTA), a leading innovator, producer and distributor of branded and private label products for the lawn & garden and pet supplies markets, today announced that it has elected a new independent director, Michael Griffith, to the Company’s Board of Directors, effective June 15, 2019. The election of Mr. Griffith increases Central’s Board to eleven directors.

Mr. Griffith has more than 35 years of experience in the consumer products industry. For the first 24 years of his career, Mr. Griffith worked for Procter & Gamble in several different capacities across multiple business units, both domestically and internationally, culminating with his last five years with the company as President, Global Beverages. During his tenure at Procter & Gamble, Mr. Griffith was successful in growing revenues organically and through acquisition, as well as market share and profitability, by developing industry-leading innovation and establishing best-in-class cost structures. He also was instrumental in launching exclusive partnerships that established joint standards and innovation platforms. Subsequent to his Procter & Gamble experience, Mr. Griffith led Activision Publishing as its President & CEO, driving higher organic growth and margin expansion while guiding the company to a market-leading position in its industry, and ultimately resulting in a strategic merger with Blizzard Entertainment. Mr. Griffith is currently the lead independent director for Dave & Buster’s Entertainment, Inc.

“The Board is very pleased to have Mike join us,” said Sonny Pennington, Chairman of the Board of Central Garden & Pet. “His broad experience in consumer products, his demonstrated success in bringing new products to market, and his strong focus on driving synergies and bringing down costs is a great fit with Central’s current priorities and goals.” Pennington continued, “Mike is also well-versed in licensing activities and in partnering with other organizations both domestically and internationally. This experience, as well his expertise in guiding an organization’s M&A efforts, will be very helpful to Central, which continues to explore additional ways to grow organically and through acquisition.”

Mr. Griffith earned a bachelor’s degree in mathematics from Albion College and an MBA from the University of Michigan. He resides in Menlo Park, California.

About Central Garden & Pet

Central Garden & Pet Company is a leading innovator, producer and distributor of branded and private label products for the lawn & garden and pet supplies markets. Committed to new product innovation, our products are sold to specialty independent and mass retailers. Participating categories in Lawn & Garden include: Grass seed and the brands PENNINGTON^®, and THE REBELS^®; wild bird feed and the brand PENNINGTON^®; weed and insect control and the brands AMDRO^®, SEVIN®, and OVER-N-OUT^®; fertilizer and the brands PENNINGTON^® and IRONITE^®; live plants from BELL NURSERY; outdoor cushions and pillows from ARDEN COMPANIES; and decorative outdoor patio products under the PENNINGTON^® brand. We also provide a host of other regional and application-specific garden brands and supplies. Participating categories in Pet include: Animal health and the brands ADAMS^™, COMFORT ZONE^®, FARNAM^®, HORSE HEALTH^™ and VITAFLEX^®; aquatics and reptile and the brands AQUEON^®, CORALIFE^®, SEGREST^™ and ZILLA^®; bird & small animal and the brands KAYTEE^®, Forti-Diet^® and CRITTER TRAIL^®; and dog & cat and the brands TFH^™, NYLABONE^®, FOUR PAWS^®, IMS^®, CADET^®, DMC^™, K&H Pet Products^™, PINNACLE^® and AVODERM^®. We also provide a host of other application-specific pet brands and supplies. Central Garden & Pet Company is based in Walnut Creek, California, and has approximately 5,400 employees, primarily in North America. For additional information on Central Garden & Pet Company, including access to the Company's SEC filings, please visit the Company’s website at www.central.com.

CONTACT:
Steve Zenker
VP Finance - Investor Relations, FP&A & Corporate Communications
Central Garden & Pet Company
925-948-3657