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 6, 2023

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)

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

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))

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 2022 Bonus Determinations

On February 6, 2023, the Compensation Committee of the Board of the Company approved cash bonus payments to the Company’s named executive officers, in respect of fiscal 2022. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 28, 2022 (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 Non-Equity Incentive Plan Compensation and Total columns in the fiscal 2022 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)($)		Option Awards (2)($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation (3)($)		Total ($)
Timothy P. Cofer Chief Executive Officer(4)		2022		1,017,308		—		3,199,970		—		581,175		2,407,971		7,206,424
		2021		992,404		—		1,149,978		1,107,000		1,512,000		264,624		5,026,006
		2020		900,000		1,472,500		—		3,393,865		—		148,253		5,914,618
Nicholas Lahanas Chief Financial Officer		2022		478,662		—		249,983		—		125,400		10,426		864,471
		2021		466,988		—		100,013		75,442		326,000		9,998		978,441
		2020		456,344		363,900		1,999,998		159,371		—		9,863		2,989,476
John Hanson President Pet Consumer Products		2022		513,716		—		249,983		—		135,300		100,112		999,111
		2021		501,235		—		100,013		75,442		342,000		132,955		1,151,645
		2020		488,403		362,200		582,730		159,371		—		111,853		1,704,557
John D. Walker President Garden Consumer Products(4)		2022		525,519		—		249,983		—		127,100		38,098		940,700
		2021		512,733		—		100,013		75,442		320,000		47,272		1,055,460
William E. Brown Chairman		2022		289,845		—		450,028		—		81,000		24,008		844,881
		2021		246,642		—		400,010		—		185,000		31,473		863,125
		2020		200,000		151,000		299,991		999,999				18,662		1,669,652

(1) This column represents the grant date fair value in accordance with ASC 718 of restricted stock and performance share units (“PSU’s”) awarded the named executive officers in 2022. The amounts shown include the aggregate grant date fair value of the shares issuable for PSU’s at target achievement. The aggregate grant date fair values of the maximum number of shares issuable pursuant to the PSU’s are $3,599,966 for Mr. Cofer and $281,232 for each of Messrs. Lahanas, Hanson and Walker. These amounts do not represent the actual value that may be realized by the named executive officers.

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(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 22, 2022 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.

(3) The components of the “All Other Compensation” column for fiscal 2022 are detailed in the following table:

Description	Cofer		Lahanas		Hanson		Walker		Brown
Company matching contribution to 401(k) plan	$	9,150	$	9,150	$	9,150	$	9,150	$	9,150
Retention payment		2,216,160		—		—		—		—
Medical and life insurance premiums and medical reimbursement		19,596		1,276		16,765		19,348		14,858
Car allowance or lease		13,200		—		12,000		9,600		—
Commute expense reimbursement		23,023		—		—		—		—
Mobile device reimbursement		—		—		1,080		—		—
Housing allowance		49,805		—		47,671		—		—
Tax gross up		57,037		—		13,446		—		—
Financial planning allowance		20,000		—		—		—		—
Total	$	2,407,971	$	10,426	$	100,112	$	38,098	$	24,008

(4) Mr. Walker became an executive officer in February 2021.

In addition, the Compensation Committee approved an increase in Mr. Cofer’s base salary to $1,047,550, Mr. Lahanas’s base salary to $493,000, Mr. Hanson’s base salary to $529,000, and Mr. Walker’s base salary to $542,000. The increases were effective as of January 1, 2023.

On February 7, 2023, the Board of Directors approved a grant of 2,940 shares of restricted stock to each of the directors under the Company’s 2003 Omnibus Equity Incentive Plan in lieu of the annual restricted stock and option grants previously provided for under the Nonemployee Director Incentive Plan, which plan was terminated prior to the Annual Meeting. The restricted stock will vest in six months consistent with the prior restricted stock grants under the Nonemployee Director Incentive Plan.

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

On February 7, 2023, at the Annual Meeting, the following proposals were submitted to the stockholders:

1. The election of eleven directors to serve until the 2024 Annual Meeting and until their successors are duly elected and qualified.

2. An advisory (non-binding) vote on how frequently (every one, two or three years) shareholders prefer that the Company conducts an advisory (non-binding) vote of shareholders on the compensation of the Company’s named executive officers.

3. An advisory (non-binding) vote on the compensation of the Company’s named executive officers.

4. The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending on September 30, 2023.

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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:

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	15,429,386	4,411,645	488,716
Courtnee Chun	17,310,280	2,530,751	488,716
Timothy P. Cofer	17,400,799	2,440,232	488,716
Lisa Coleman	17,401,479	2,439,552	488,716
Brendan P. Dougher	17,295,818	2,545,213	488,716
Michael J. Griffith	17,409,683	2,431,348	488,716
Christopher T. Metz	17,411,634	2,429,397	488,716
Daniel P. Myers	16,464,135	3,376,896	488,716
Brooks M. Pennington III	16,416,794	3,424,237	488,716
John R. Ranelli	16,551,452	3,289,579	488,716
Mary Beth Springer	17,088,755	2,752,276	488,716

Proposal Two:

The shareholders voted on an advisory (non-binding) basis, to hold an advisory (non-binding) vote on the compensation of the Company’s named executive officers every three years, by the votes set forth in the following table:

One Year	Two Years	Three Years	Abstain	Broker Non-Votes
7,949,880	3,768	11,881,552	2,974	488,716

In light of the shareholders’ strong preference for Three Years, the Company has decided that it will continue to conduct the advisory vote on executive compensation every three years.

Proposal Three:

The shareholders 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
19,179,403	640,466	10,793	488,716

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Proposal Four:

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending on September 30, 2023 was ratified, by the votes set forth in the following table:

For	Against	Abstain	Broker Non-Votes(1)
20,210,629	583,163	2,808	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/ Joyce M. McCarthy
Joyce M. McCarthy
General Counsel and Secretary

Dated: February 10, 2023

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XML

Document and Entity Information	Feb. 06, 2023
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. 06, 2023
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 Class One [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