{"schema_version":"secwatch.filing_event.v1","accession":"0001443984-25-000017","form_type":"8-K","ticker":"SMG","cik":"0000825542","company_name":"SCOTTS MIRACLE-GRO CO","filed_at":"2025-01-31T23:59:59+00:00","discovered_at":"2026-05-14T18:03:06.451684+00:00","generated_at":"2026-05-27T05:01:57.222488+00:00","sec_items":["5.02","5.07","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Scotts Miracle-Gro appoints Nick Miaritis to board; say-on-pay vote 30% against","bullets":["Director Tom Kelly retired Jan 31, 2025 after ~20 years; no disagreement with company.","Nick Miaritis (VaynerMedia chief client officer) appointed Class II director, effective Jan 31, 2025.","Miaritis receives $115K cash retainer and $210K RSUs vesting Jan 31, 2026.","Annual meeting say-on-pay approved with ~30% votes against (14.7M of 48.1M cast)."],"urls":{"canonical":"https://secwatch.observer/filing/0001443984-25-000017","json":"https://secwatch.observer/filing/0001443984-25-000017.json","markdown":"https://secwatch.observer/filing/0001443984-25-000017.md","text":"https://secwatch.observer/filing/0001443984-25-000017.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/825542/000144398425000017/0001443984-25-000017-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/825542/000144398425000017/smg-20250131.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-27T05:01:57.222488+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"4b655ecf35","claim":"Nick Miaritis was appointed as Director at SCOTTS MIRACLE-GRO CO.","evidence_excerpt":"On January 31, 2025, the Board, upon the recommendation of the Nominating and Governance Committee of the Board (“Nominating Committee”), appointed Nick Miaritis as a Class II member of the Board to fill a vacancy arising from Mr. Kelly’s departure.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/825542/000144398425000017/0001443984-25-000017-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"63aee4178e","claim":"Tom Kelly resigned as Director at SCOTTS MIRACLE-GRO CO.","evidence_excerpt":"On January 27, 2025, Tom Kelly, a member of the Board of Directors (the “Board”), notified The Scotts Miracle-Gro Company (the “Company”) of his resignation from the Board with his term ending January 31, 2025.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/825542/000144398425000017/0001443984-25-000017-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}