---
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"
generated_at: "2026-05-27T05:01:57.222488+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Scotts Miracle-Gro appoints Nick Miaritis to board; say-on-pay vote 30% against

## Summary
- 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).

## SEC filing metadata
- 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
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001443984-25-000017
- JSON: https://secwatch.observer/filing/0001443984-25-000017.json
- Plain text: https://secwatch.observer/filing/0001443984-25-000017.txt

## Key facts
- Executive change
  Nick Miaritis was appointed as Director at SCOTTS MIRACLE-GRO CO.
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/825542/000144398425000017/0001443984-25-000017-index.htm
- Executive change
  Tom Kelly resigned as Director at SCOTTS MIRACLE-GRO CO.
  - Action: resigned
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/825542/000144398425000017/0001443984-25-000017-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.