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) March 18, 2014

 

 

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))

 

 

 

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Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Fiscal 2013 Bonus Determinations

On March 18, 2014, 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 2013. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Proxy Statement for its 2014 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on December 27, 2013 (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 2013 summary compensation table for the named executive officers previously set forth in the Proxy Statement. In addition, the amount under “All-Other Compensation” for Mr. Ranelli has been updated to include certain consulting fees which were paid to him for services rendered before he became Chief Executive Officer. 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)($)				Total ($)
John R. Ranelli President and Chief Executive Officer			2013				414,154	(4)			475,306	(5)			445,000				987,501				578,022				2,899,983
William E. Brown Chairman and former Chief Executive Officer			2013				490,000	(6)			—				—				—				10,813				500,813
			2012				675,000				—				—				—				13,870				688,870
			2011				650,000				—				—				999,628				13,578				1,663,206
Lori A. Varlas Senior Vice President and Chief Financial Officer			2013				414,616	(7)			105,000				—				87,500				26,279				633,395
			2012				409,231				105,000				—				123,750				26,567				664,548
			2011				296,692				100,000				378,000				136,500				21,917				933,109
Steven LaMonte Executive Vice President and President – Garden			2013				436,915				—				—				122,500				258,587				818,002
			2012				163,462	(8)			45,000				374,000				210,400				113,070				905,932
Michael Reed Executive Vice President			2013				425,000				147,500				65,000	(9)			87,500				21,190				746,190
			2012				441,346				60,000				—				137,500				21,239				660,085
			2011				425,000				106,000				—				191,100				21,428				743,528
George A. Yuhas General Counsel			2013				404,615				100,000				65,000	(9)			87,500				25,731				682,846
Former Executive Officer
Gus D. Halas Former President and Chief Executive Officer Central Operating Companies			2013				525,458	(10)			—				—				—				569,658				1,095,116
			2012				691,808				—				163,625				1,007,000				305,846				2,168,279
			2011				265,000				400,000				509,355				999,628				1,144,746				3,318,729

 

(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.

 

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(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 12, 2013 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.

 

(3)	The components of the “All Other Compensation” column for fiscal 2013 are detailed in the following table:

 

Description		Ranelli				Brown				Varlas				LaMonte				Reed				Yuhas				Halas
Company matching contribution to 401(k) plan		$	3,624			$	2,500			$	3,050			$	2,711			$	3,050			$	2,502			$	3,050
Medical and life insurance premiums			3,590				8,313				11,229				11,229				7,340				11,229				13,350
Car allowance or lease			8,000				—				12,000				12,000				10,800				12,000				8,000
Consulting payments			252,594				—				—				—				—				—				383,524
Director compensation(11)			51,500				—				—				—				—				—				—
Relocation expenses			65,567				—				—				133,888				—				—				—
Housing allowance			73,500				—				—				—				—				—				84,000
Tax gross-up payments			119,647				—				—				98,759				—				—				77,734
Total		$	578,022			$	10,813			$	26,279			$	258,587			$	21,190			$	25,731			$	569,658

 

(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)	Ms. Varlas was appointed Senior Vice President and Chief Financial Officer in December 2010.

 

(8)	Mr. LaMonte was appointed Executive Vice President and President – Garden Products in May 2012.

 

(9)	Reflects the portion of the bonus for fiscal 2013 settled in fully vested shares of Class A common stock.

 

(10)	Mr. Halas served as President and Chief Executive Officer of the Central Operating Companies until May 2013.

 

(11)	Reflects director fees paid prior to Mr. Ranelli’s appointment as Chief Executive Officer.

 

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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.

 

Dated: March 24, 2014

 

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