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 13, 2015
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)
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)) |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Fiscal 2014 Bonus Determinations
On February 13, 2015, the Compensation Committee of the Board of Directors of Central Garden & Pet Company (the “Company”) approved cash bonus payments to certain of the Company’s named executive officers in respect of fiscal 2014. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Proxy Statement for its 2015 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 29, 2014 (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 Bonus and Total columns in the fiscal 2014 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)($) |
Option Awards (2)($) |
All Other Compen sation (3)($) |
Total ($) |
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| John R. Ranelli |
2014 | 673,000 | 505,000 | 1,078,157 | — | 418,806 | 2,674,963 | |||||||||||||||||||||
| President and Chief Executive Officer |
2013 | 414,154 | (4) | 475,306 | (5) | 445,000 | 987,501 | 578,022 | 2,899,983 | |||||||||||||||||||
| William E. Brown |
2014 | 390,000 | 390,000 | — | — | 11,707 | 791,707 | |||||||||||||||||||||
| Chairman and former Chief Executive Officer |
2013 | 490,000 | (6) | — | — | — | 10,813 | 500,813 | ||||||||||||||||||||
| 2012 | 675,000 | — | — | — | 13,870 | 688,870 | ||||||||||||||||||||||
| Lori A. Varlas |
2014 | 427,308 | 193,000 | 220,370 | — | 25,994 | 866,672 | |||||||||||||||||||||
| Senior Vice President and Chief Financial Officer |
2013 | 414,616 | 105,000 | — | 87,500 | 26,279 | 633,395 | |||||||||||||||||||||
| 2012 | 409,231 | 105,000 | — | 123,750 | 26,567 | 664,548 | ||||||||||||||||||||||
| Michael Reed |
2014 | 435,962 | 220,000 | 543,006 | — | 24,361 | 1,223,329 | |||||||||||||||||||||
| Executive Vice President |
2013 | 425,000 | 212,500 | (7) | — | 87,500 | 21,190 | 746,190 | ||||||||||||||||||||
| 2012 | 441,346 | 60,000 | — | 137,500 | 21,239 | 660,085 | ||||||||||||||||||||||
| George A. Yuhas |
2014 | 417,308 | 188,000 | 142,670 | — | 25,074 | 773,052 | |||||||||||||||||||||
| General Counsel |
2013 | 404,615 | 165,000 | (7) | — | 87,500 | 25,731 | 682,846 | ||||||||||||||||||||
| Steven LaMonte |
2014 | 270,423 | (8) | — | — | — | 225,673 | 496,096 | ||||||||||||||||||||
| Former Executive Vice President and President – |
2013 | 436,915 | — | — | 122,500 | 258,587 | 818,002 | |||||||||||||||||||||
| Garden |
2012 | 163,462 | (8) | 45,000 | 374,000 | 210,400 | 113,070 | 905,932 | ||||||||||||||||||||
| (1) | This column represents the grant date fair value in accordance with ASC 718. 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 December 11, 2014 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. |
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| (3) | The components of the “All Other Compensation” column for fiscal 2014 are detailed in the following table: |
| Description |
Ranelli | Brown | Varlas | Reed | Yuhas | LaMonte | ||||||||||||||||||
| Company matching contribution to 401(k) plan |
$ | 2,071 | $ | 2,500 | $ | 3,050 | $ | 3,050 | $ | 2,254 | $ | 2,711 | ||||||||||||
| Medical and life insurance premiums |
9,311 | 9,207 | 10,944 | 9,311 | 10,820 | 11,336 | ||||||||||||||||||
| Car allowance or lease |
12,000 | — | 12,000 | 12,000 | 12,000 | 6,000 | ||||||||||||||||||
| Severance |
— | — | — | — | — | 205,385 | ||||||||||||||||||
| Relocation expenses |
84,560 | — | — | — | — | — | ||||||||||||||||||
| Housing allowance |
126,000 | — | — | — | — | — | ||||||||||||||||||
| Tax gross-up payments |
67,413 | — | — | — | — | — | ||||||||||||||||||
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| Total |
$ | 418,806 | $ | 11,707 | $ | 25,994 | $ | 24,361 | $ | 25,074 | $ | 225,672 | ||||||||||||
| (4) | Mr. Ranelli was appointed Chief Executive Officer in February 2013. |
| (5) | Reflects bonus for fiscal 2013 settled in fully vested shares of common stock. |
| (6) | Mr. Brown served as Chief Executive Officer until February 2013. His base salary was reduced from $675,000 per year to $390,000 per year to reflect the reduction in his responsibilities subsequent to stepping down as Chief Executive Officer. |
| (7) | Includes the $65,000 portion of the bonus for fiscal 2013 settled in fully vested shares of Class A common stock. |
| (8) | Mr. LaMonte served as Executive Vice President and President – Garden Products from May 2012 until February 2014. |
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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/ John R. Ranelli | |
| John R. Ranelli | ||
| President and Chief Executive Officer | ||
Dated: February 20, 2015
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