Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan.

At the Annual Meeting of Shareholders of The Scotts Miracle-Gro Company (the "Company") held on January 24, 2022, the Company's shareholders approved an amendment and restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan (the "Plan") to, among other things, increase the maximum number of common shares, without par value ("Common Shares"), available for grant to participants under the Plan by 1,500,000 Common Shares.

A summary of the Plan, as amended and restated effective January 24, 2022, is contained in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 15, 2021 in connection with the 2022 Annual Shareholders Meeting under the heading "Proposal Number 4 - Approval of Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan" and is incorporated herein by reference.

The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 24, 2022, the Company held its Annual Meeting of Shareholders (the "Annual Meeting") as a virtual meeting and shareholders were able to participate in the Annual Meeting, vote and submit questions via live webcast.

At the close of business on November 29, 2021, the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 55,004,181 Common Shares of the Company issued and outstanding, each share being entitled to one vote. At the Annual Meeting, the holders of 50,336,335 Common Shares, or approximately 92% of the outstanding Common Shares, were represented in person or by proxy and, therefore, a quorum was present.

At the Annual Meeting, the Company's shareholders voted on the following matters:

Proposal 1 - Election of Directors.



Each of David C. Evans, Stephen L. Johnson, Adam Hanft and Katherine Hagedorn
Littlefield was elected as a director of the Company to serve for a term
expiring at the Annual Meeting of Shareholders to be held in 2025. The results
of the vote were as follows:
                                        Votes For        Votes Withheld         Broker Non-Votes
  David C. Evans                        43,499,501          1,784,866              5,051,968

  Stephen L. Johnson                    38,512,005          6,772,362              5,051,968

  Adam Hanft                            43,300,473          1,983,894              5,051,968

  Katherine Hagedorn Littlefield        43,273,985          2,010,382              5,051,968

Proposal 2 - Advisory Vote on the Compensation of the Company's Named Executive Officers.

The compensation of the Company's named executive officers was approved on an advisory basis. The results of the vote were as follows:


            Votes For           Votes Against        Abstentions         Broker Non-Votes
           44,214,175              887,207             182,985              5,051,968

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Proposal 3 - Ratification of the Selection of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2022.

The Audit Committee's selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm was ratified. The results of the vote were as follows:


                      Votes For           Votes Against        Abstentions
                     49,705,973              495,987             134,375

Proposal 4 - To Approve an Amendment and Restatement of The Scotts Miracle-Gro Company Long-Term Incentive Plan to, Among Other Things, Increase the Maximum Number of Common Shares Available for Grant Participants.

As discussed in Item 5.02 above, the amendment and restatement of The Scotts Miracle-Gro Company Amended and Restated Long-Term Incentive Plan to, among other things, increase the maximum number of common shares available for grant to participants under the Plan was approved. The results of the vote were as follows:


            Votes For           Votes Against        Abstentions         Broker Non-Votes
           44,245,235              888,929             150,203              5,051,968

Proposal 5 - Advisory Vote on the Frequency With Which Future Advisory Votes on Executive Compensation Will Occur.

Shareholders expressed a preference for holding an advisory vote on executive compensation every year. The results of the vote were as follows:

One Year Two Years Three Years Abstentions Broker Non-Votes


         44,287,415        38,069           764,051           194,832              5,051,968


Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Shell company transactions:
Not applicable.
(d) Exhibits:
Exhibit No.          Description
10.1                   The Scotts Miracle-Gro Company Long-Term Incentive Plan (Effective as of
                     January 24, 2022)

104                  Cover Page Interactive Data File (embedded within the Inline XBRL document)

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