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 26, 2009
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. |
On March 26, 2009, the Compensation Committee of the Board of Directors of Central Garden & Pet Company (the “Company”) approved bonus payments to each of William Brown, Stuart Booth and Michael Reed in respect of fiscal 2008. This bonus compensation information was not included in the Summary Compensation Table included in the Company’s Proxy Statement for its 2009 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on January 2, 2009 (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 fiscal 2008 summary compensation information for Messrs. Brown, Reed and Booth previously set forth in the Proxy Statement. Apart from the Bonus and Total columns, the amounts have not changed.
SUMMARY COMPENSATION TABLE
| Name and Principal Position |
Year | Salary | Bonus | Stock Awards |
Option Awards |
Non- Equity Incentive Plan Compensation |
Change in Pension Value and Nonqualified Deferred Compensation Earnings |
All Other Compensation |
Total | ||||||||||||||||
| William E. Brown |
2008 | $ | 409,994 | $ | 215,000 | — | $ | 97,477 | — | — | $ | 12,598 | $ | 735,069 | |||||||||||
| Stuart W. Booth |
2008 | $ | 380,000 | $ | 133,000 | $ | 54,800 | $ | 109,955 | — | $ | 3,034 | $ | 30,631 | $ | 711,420 | |||||||||
| Michael A. Reed |
2008 | $ | 410,020 | $ | 155,000 | $ | 69,072 | $ | 71,876 | — | — | $ | 25,620 | $ | 731,588 | ||||||||||
The fiscal 2008 bonuses were paid in shares of Class A common stock based on the $7.76 per share closing price of the Company’s Class A Common Stock on March 26, 2009.
Also on March 26, 2009, the Compensation Committee granted to Glen Fleischer, the President of the Company’s Pet Division, an option to purchase 75,000 shares of the Company’s Class A Common Stock, with an exercise price of $7.76 per share. These options shall vest over a four year period at a rate of twenty-five percent (25%) per year with the first tranche vesting on March 4, 2010, subject to the satisfaction of performance milestones. The options shall expire on March 4, 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/ William E. Brown | |
| William E. Brown | ||
| Chairman and Chief Executive Officer | ||
Dated: March 31, 2009
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