UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 11, 2024, Central Garden & Pet Company (the “Company”) appointed Randal D. Lewis to the Company’s Board of Directors effective December 11, 2024. Mr. Lewis has not yet been appointed to any board committees. There are no arrangements or understanding between Mr. Lewis and any other persons pursuant to which he was selected as a director, and there are no transactions reportable under Item 404(a) of Regulation S-K in which Mr. Lewis 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.
| Item 8.01. | Other Events. |
On December 11, 2024, the Company’s Board of Directors approved a $100 million increase in the Company’s authorization to repurchase shares of its common stock. Following this increase, as of December 11, 2024, the total repurchase authorization will be approximately $130 million of the Company’s outstanding common stock. Repurchases may be effected from time to time on the open market or in privately negotiated transactions, or in such other manner as determined by the Company including through plans complying with Rule 10b5-1 under the Exchange Act, based on a variety of factors such as price, corporate requirements, and overall market conditions. There can be no assurance as to the number of shares the Company will purchase, if any. The share repurchase program may be increased or otherwise modified, renewed, suspended, or terminated by the Company at any time, without prior notice. The share repurchase program does not have an expiration date.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| Exhibit 99.1 | Press release dated December 16, 2024 announcing appointment of new director | |
| Exhibit 99.2 | Press release dated December 16, 2024 announcing increase in stock repurchase authorization | |
| Exhibit 104 | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document | |
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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: December 16, 2024 | By: | /s/ Joyce M. McCarthy | ||||
| Joyce M. McCarthy | ||||||
| General Counsel and Secretary | ||||||
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