Central Garden & Pet Company filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders

Fiscal 2023 Bonus Determinations

On February 9, 2024, the Compensation Committee of the Company’s Board of Directors approved cash bonus payments to the Company’s named executive officers in respect of fiscal 2023. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Proxy Statement for its 2024 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 28, 2023 (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 2023 summary compensation table for the named executive officers previously set forth in the Proxy Statement. No other amounts have changed.

SUMMARY COMPENSATION TABLE

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(1)

This column represents the grant date fair value in accordance with ASC 718 of restricted stock and performance share units (“PSUs”) awarded the named executive officers in fiscal 2023. The amounts shown include the aggregate grant date fair value of the shares issuable for PSUs at target achievement. The aggregate grant date fair values of the maximum number of shares issuable pursuant to the PSUs are $2,587,494 for Mr. Cofer, $281,257 for each of Messrs. Lahanas, Hanson, and Walker, and $224,998 for Ms. McCarthy. 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 28, 2023 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 2023 are detailed in the following table:

(4)	Mr. Cofer resigned as the Company’s Chief Executive Officer effective October 6, 2023.

In addition, the Compensation Committee approved an increase in Mr. Lahanas’s base salary to $503,846, Mr. Hanson’s base salary to $540,638, Ms. McCarthy’s base salary to $444,008, and Mr. Walker’s base salary to $553,924. The increases were effective as of January 1, 2024.

On February 13, 2024, the Board of Directors approved a grant of 3,281 shares of restricted stock to each of the directors under the Company’s 2003 Omnibus Equity Incentive Plan.

On February 13, 2024, at the Annual Meeting, the following proposals were submitted to the stockholders:

1.	The election of nine directors to serve until the 2025 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 28, 2024.

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:

Proposal Two:

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending on September 28, 2024 was ratified, by the votes set forth in the following table:

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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 15, 2024