8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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) February 10, 2020

Central Garden & Pet Company

(Exact name of registrant as specified in its charter)

Delaware	001-33268	68-0275553
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code (925) 948-4000

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

Fiscal 2019 Bonus Determinations

On February 10, 2020, the Compensation Committee of the Board of the Company approved cash bonus payments to the Company’s named executive officers, in respect of fiscal 2019. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 20, 2019 (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 2019 summary compensation table for the named executive officers previously set forth in the Proxy Statement. 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)($)		Total ($)
George C. Roeth		2019		969,712		975,000		1,895,704		732,830		64,582		4,637,828
Former President and Chief Executive Officer(4)		2018		820,673		735,750		750,001		744,203		51,876		3,120,503
		2017		775,000		900,000		699,157		806,054		53,019		3,233,230
Nicholas Lahanas		2019		447,692		170,000		799,995		161,566		10,747		1,590,000
Chief Financial Officer		2018		387,308		225,000		—		143,240		3,701		759,249
		2017		346,246		185,000		401,172		100,735		3,120		1,036,273
William E. Brown		2019		200,000		376,000		299,989		—		17,041		893,030
Chairman		2018		200,000		90,000		299,986		—		14,592		604,578
		2017		200,000		116,000		299,994		—		15,535		631,529
George A. Yuhas		2019		456,369		175,000		—		121,148		32,036		784,553
General Counsel and Secretary		2018		448,092		191,000		—		122,780		26,898		788,770
		2017		450,491		245,000		—		120,907		26,370		842,768
William Lynch		2019		434,486		153,949		—		161,566		33,968		783,969
Senior Vice President(5)		2018		426,139		217,011		—		163,710		28,458		835,318

(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 13, “Stock-Based Compensation”, in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10–K filed on November 27, 2019 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 2019 are detailed in the following table:

Description	Roeth		Lahanas		Brown		Yuhas		Lynch
Company matching contribution to 401(k) plan	$	15,500	$	9,865	$	5,336	$	7,938	$	9,574
Medical and life insurance premiums		882		882		11,705		12,098		12,394
Car allowance or lease		13,200		—		—		12,000		12,000
Medical reimbursement		15,000		—		—		—		—
Financial planning allowance		20,000		—		—		—		—
Total	$	64,582	$	10,747	$	17,041	$	32,036	$	33,968

(4) Mr. Roeth became Chief Executive Officer in June 2016 and retired on September 28, 2019.

(5) Mr. Lynch became an executive officer in February 2018.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 11, 2020, at the Annual Meeting, the following proposals were submitted to the stockholders:

1. The election of ten directors to serve until the 2021 Annual Meeting and until their successors are duly elected and qualified.

2. The approval of the advisory (non-binding) resolution relating to executive compensation.

3. The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending on September 26, 2020.

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
John B. Balousek		16,532,904		1,867,740		609,906
William E. Brown		11,112,259		4,632,269		609,906
Timothy P. Cofer		11,304,831		4,534,057		609,906
Thomas J. Colligan		19,837,067		182,617		609,906
Michael J. Edwards		19,836,873		182,716		609,906
Michael J. Griffith		20,113,933		41,415		609,906
Christopher T. Metz		18,302,404		955,328		609,906
Brooks M. Pennington III		10,941,380		4,719,417		609,906
John R. Ranelli		11,262,118		4,555,841		609,906
Mary Beth Springer		19,798,776		202,145		609,906

Proposal Two:

The stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the votes set forth in the following table:

For	Against	Abstain	Broker Non-Votes
18,646,184	1,454,600	49,263	609,906

Proposal Three:

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending on September 26, 2020 was ratified, by the votes set forth in the following table:

For	Against	Abstain	Broker Non-Votes(1)
21,170,776	200,567	11,184	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.

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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 13, 2020

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XML

Document and Entity Information	Feb. 10, 2020
Document And Entity Information [Line Items]
Entity Registrant Name	CENTRAL GARDEN & PET CO
Amendment Flag	false
Entity Central Index Key	0000887733
Document Type	8-K
Document Period End Date	Feb. 10, 2020
Entity Incorporation State Country Code	DE
Entity File Number	001-33268
Entity Tax Identification Number	68-0275553
Entity Address, Address Line One	1340 Treat Boulevard
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Walnut Creek
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94597
City Area Code	(925)
Local Phone Number	948-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock
Trading Symbol	CENT
Security Exchange Name	NASDAQ
Common Class A [Member]
Document And Entity Information [Line Items]
Security 12b Title	Class A Common Stock
Trading Symbol	CENTA
Security Exchange Name	NASDAQ