EQUITY COMPENSATION PLAN INFORMATION for SCOTTS MIRACLE-GRO CO (SMG)

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SMG » Topics » EQUITY COMPENSATION PLAN INFORMATION

This excerpt taken from the SMG DEF 14A filed Dec 19, 2008.

EQUITY COMPENSATION PLAN INFORMATION

There are five equity compensation plans under which the Common Shares are authorized for issuance to eligible directors, officers, employees or third party service providers:


	•	the 1996 Plan;

	•	the 2003 Plan;

	•	the 2006 Plan;

	•	the Discounted Stock Purchase Plan; and

	•	the ERP.

The following table summarizes equity compensation plan information for the 1996 Plan, the 2003 Plan, the 2006 Plan and the Discounted Stock Purchase Plan, all of which are shareholder approved, as a group and for the ERP, which is not shareholder approved, in each case as of September 30, 2008. No disclosure is included in respect of the RSP which is intended to meet the qualification requirements of IRC § 401(a). The information is shown with the adjustments for (i) the 2-for-1 stock split of the Common Shares distributed on November 9, 2005 to shareholders of record at the close of business on November 2, 2005 and (ii) the Special Dividend paid on March 5, 2007.

(c)

(a)

(b)

Number of Common Shares

Number of Common

Weighted-Average

Remaining Available for

Shares to be Issued

Exercise Price of

Future Issuance Under

Upon Exercise of

Outstanding

Equity Compensation Plans

Outstanding Options,

Warrants and

(Excluding Common Shares

Plan Category

Warrants and Rights

Rights

Reflected In Column (a))

Equity compensation plans approved by shareholders

6,263,203

(1)

28.65

(2)

2,707,135

(3)

Equity compensation plans not approved by shareholders

40,039

(4)

n/a

(5)

Total

6,303,242

28.65

(2)

2,707,135


(1)		Includes 1,634,800 Common Shares issuable upon exercise of options granted under the 1996 Plan, 2,241,752 Common Shares issuable upon exercise of options and SARs granted under the 2003 Plan, 1,960,432 Common Shares issuable upon exercise of options granted under the 2006 Plan, 85,000 Common Shares issuable upon vesting of restricted stock granted under the 2003 Plan and 264,465 Common Shares issuable upon vesting of restricted stock granted under the 2006 Plan, 30,271 Common Shares issuable upon vesting of DSUs granted under the 2006 Plan and 40,000 Common Shares representing the maximum number of performance shares granted under the 2006 Plan which may be earned if the applicable performance goals are satisfied. Also includes 3,174 and 3,309 Common Shares attributable to stock units received by non-employee directors in lieu of their annual cash retainer and held in their accounts under the 1996 Plan and the 2003, respectively. The terms of the DSUs and the stock units are described in this Proxy Statement in the section captioned “NON-EMPLOYEE DIRECTOR COMPENSATION.” The terms of the performance shares are described in this Proxy Statement in the


		section captioned “Our Compensation Practices — Setting Compensation Levels for Other NEOs — Performance Shares” within the CD&A.

(2)		Represents the weighted-average exercise price of outstanding options granted under the 1996 Plan, of outstanding options and SARs granted under the 2003 Plan and of outstanding options granted under the 2006 Plan, together with the weighted-average price of outstanding stock units held in the accounts of non-employee directors under the 1996 Plan, the 2003 Plan and the 2006 Plan. Also see the discussion in note (1) above with respect to DSUs and performance share awards granted under the 2006 Plan. The weighted-average exercise price does not take these awards into account.

(3)		Includes 2,527,155 Common Shares authorized and remaining available for issuance under the 2006 Plan, as well as 179,980 Common Shares remaining available for issuance under the Discounted Stock Purchase Plan. Of these 179,980 Common Shares, 2,620 Common Shares were subject to purchase rights as of September 30, 2008 and were purchased on October 6, 2008.

(4)		Includes Common Shares credited to the benchmark Company stock fund within the respective bookkeeping accounts of participants in the ERP. This number has been rounded to the nearest whole Common Share.

(5)		The terms of the ERP do not provide for a specified limit on the number of Common Shares which may be credited to participants’ bookkeeping accounts. Please see the description of the ERP in the section captioned “Elements of Executive Compensation — Retirement Plans and Deferred Compensation Benefits (long-term compensation element) — Executive Retirement Plan” within the CD&A. Participant account balances in the ERP may be credited to one or more benchmarked investment funds, including a Company stock fund and mutual fund investments, which are substantially consistent with the investment options permitted under the RSP. The amount credited to the benchmark Company stock fund is recorded as Common Shares. The weighted-average price of amounts credited to the benchmark Company stock fund within participants’ bookkeeping accounts under the ERP is not readily calculable. The amount credited to one of the benchmark mutual fund investments is recorded as mutual fund shares.

		Distributions from the ERP generally begin after six months have elapsed from when a participant terminates employment (although the participant may specify a later date) and normally are paid in either a lump sum or in annual installments over no more than nine years, whichever the participant has elected. Distributions from accounts benchmarked against the Company stock fund always are made in the form of whole Common Shares and the value of fractional Common Shares is distributed in cash. Distributions from accounts benchmarked against the mutual fund investments are made in cash equal to the number of mutual fund shares credited to the participant multiplied by the market value of those mutual fund shares.

These excerpts taken from the SMG 10-K filed Dec 3, 2008.

Equity Compensation Plan Information

The information required by Item 201(d) of SEC Regulation S-K is incorporated herein by reference from the disclosure which will be included under the caption “EQUITY COMPENSATION PLAN INFORMATION” in Scotts Miracle-Gro’s Definitive Proxy Statement.


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Equity
Compensation Plan Information

The information required by Item 201(d) of SEC
Regulation S-K
is incorporated herein by reference from the disclosure which
will be included under the caption “EQUITY COMPENSATION
PLAN INFORMATION” in Scotts Miracle-Gro’s Definitive
Proxy Statement.


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

These excerpts taken from the SMG 10-K filed Nov 25, 2008.

Equity Compensation Plan Information


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Equity
Compensation Plan Information

The information required by Item 201(d) of SEC
Regulation S-K
is incorporated herein by reference from the disclosure which
will be included under the caption “EQUITY COMPENSATION
PLAN INFORMATION” in Scotts Miracle-Gro’s Definitive
Proxy Statement.


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

This excerpt taken from the SMG DEF 14A filed Dec 20, 2007.

EQUITY COMPENSATION PLAN INFORMATION

There are five equity compensation plans under which the Company’s common shares are authorized for issuance to eligible directors, officers, employees or third party service providers:


	•	the 1996 Plan;

	•	the 2003 Plan;

	•	the 2006 Plan;

	•	the Discounted Stock Purchase Plan; and

	•	the ERP.

The following table summarizes equity compensation plan information for the 1996 Plan, the 2003 Plan, the 2006 Plan and the Discounted Stock Purchase Plan, all of which are shareholder approved, as a group and for the ERP, which is not shareholder approved, in each case as of September 30, 2007. No disclosure is included in respect of the RSP which is intended to meet the qualification requirements of Section 401(a) of the Internal Revenue Code. The information is shown with the adjustments for (i) the 2-for-1 stock split of the Company’s common shares distributed on November 9, 2005 to shareholders of record at the close of business on November 2, 2005 and (ii) the Special Dividend paid on March 5, 2007.

(c)

(a)

Number of Common Shares

Number of Common

(b)

Remaining Available for

Shares to be Issued

Weighted-Average

Future Issuance Under

Upon Exercise of

Exercise Price of

Equity Compensation Plans

Outstanding Options,

(Excluding Common Shares

Plan Category

Warrants and Rights

Reflected In Column (a))

Equity compensation plans approved by shareholders

5,835,494

(1)

26.670

(2)

3,521,452

(3)

Equity compensation plans not approved by shareholders

44,264

(4)

n/a

(5)

Total

5,879,758

26.670

(2)

3,521,452


(1)		Includes 2,157,380 common shares issuable upon exercise of options granted under the 1996 Plan, 2,425,328 common shares issuable upon exercise of options and SARs granted under the 2003 Plan and 1,240,728 common shares issuable upon exercise of options granted under the 2006 Plan. Also includes 3,174, 7,027 and 1,857 common shares attributable to stock units received by non-employee directors in lieu of their annual cash retainer and held in their accounts under the 1996 Plan, the 2003 Plan and the 2006 Plan, respectively. The terms of the stock units are described in this Proxy Statement under the caption “NON-EMPLOYEE DIRECTOR COMPENSATION.”

(2)		Represents the weighted-average exercise price of outstanding options granted under the 1996 Plan, of outstanding options and SARs granted under the 2003 Plan and of outstanding options granted under the 2006 Plan, together with the weighted-average price of outstanding stock units held in the accounts of non-employee directors under the 1996 Plan, the 2003 Plan and the 2006 Plan.

(3)		Includes 3,327,410 common shares authorized and remaining available for issuance under the 2006 Plan, as well as 194,042 common shares remaining available for issuance under the Discounted Stock Purchase Plan. Of these 194,042 common shares, 1,738 common shares were subject to purchase rights as of September 30, 2007 and were purchased on October 4, 2007.

(4)		Includes common shares attributable to participants’ accounts under the ERP. This number has been rounded to the nearest whole common share.

(5)		The terms of the ERP do not provide for a specified limit on the number of common shares which may be attributable to participants’ accounts. Please see the description of the ERP under the caption “EXECUTIVE COMPENSATION — COMPENSATION DISCUSSION AND ANALYSIS — Elements of Executive Compensation — Executive Retirement Plans and Deferred Compensation Benefits (long-term compensation element).” Participant account balances in the ERP may be invested in a Company stock fund and other mutual fund investments that are generally consistent with the investment alternatives permitted with respect to the RSP. The amount credited to a participant in the Company stock fund is recorded as common shares. The weighted-average price of common shares attributable to participants’ accounts under the ERP is not readily calculable. The amount credited to a participant in one of the mutual fund investments is recorded as mutual fund shares.

		Distributions from the ERP generally begin after 6 months have elapsed from when a participant terminates employment (although the participant may specify a later date) and normally are paid in either a lump sum or in annual installments over no more than 9 years, whichever the participant has elected. Distributions from the Company stock fund always are made in the form of whole common shares and the value of fractional common shares is distributed in cash. Distributions from one of the mutual fund investments are made in cash equal to the number of mutual fund shares credited to the participant multiplied by the market value of those mutual fund shares.

This excerpt taken from the SMG 10-K filed Nov 29, 2007.

Equity Compensation Plan Information


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

EXCERPTS ON THIS PAGE:

DEF 14A	Dec 19, 2008

10-K (2 sections)	Dec 3, 2008

10-K (2 sections)	Nov 25, 2008

DEF 14A	Dec 20, 2007

10-K	Nov 29, 2007

Scotts Company (SMG)

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