ScottsMiracle-Gro Announces Results of Annual Meeting of Shareholders

MARYSVILLE, Ohio, Jan. 17, 2013 /PRNewswire-FirstCall/ -- Shareholders of The Scotts Miracle-Gro Company (NYSE: SMG), the world's largest marketer of branded consumer lawn and garden products, today elected Michael E. Porter, Ph.D. and re-elected three current members to the Company's Board of Directors, effective immediately, for three-year terms that expire in 2016.

Those board members elected this morning are Adam Hanft, founder and CEO of Hanft Projects; Stephen L. Johnson, President and CEO of Stephen L. Johnson and Associates Strategic Consulting; Katherine Hagedorn Littlefield, Chair of Hagedorn Partnership; and Michael E. Porter, Ph.D., a leading authority on competitive strategy and economic development and the Bishop William Lawrence University Professor at Harvard Business School.

"We are honored and pleased to have Professor Porter join our Board," said Chairman and CEO Jim Hagedorn. "As a competitive strategy professor at Harvard Business School and a leading expert in the business strategy field, he brings significant knowledge and expertise to the Board in the areas of strategy and international business.  I am confident he will strengthen the dialog we have with our Board and help us drive shareholder value."

Professor Porter replaces Joseph P. Flannery who retired from the Board in December 2012 after 25 years of service. With his significant marketing and consumer industry experience, Flannery advised the Board on a variety of strategic and business matters over the years. 

"Joe was one of the most thoughtful and insightful Directors in our Company's history," said Hagedorn.  "We were very fortunate to benefit from his counsel during his more than 20-year history with the Company, and I want to thank Joe for his many contributions."

Professor Porter is the author of 19 books and over 125 articles, and speaks widely on strategy, competitiveness, corporate responsibility and related subjects.  He is a founding member and member of the Executive Committee of the Council on Competitiveness, a leading private-sector competitiveness organization in the U.S.  Professor Porter has served as a strategy advisor to top management in numerous leading domestic and international companies and routinely advises national leaders in numerous countries on competitiveness.

In his message at the Annual Meeting of Shareholders, Hagedorn expressed confidence in the Company's immediate focus on driving meaningful improvements in earnings and cash flow, while continuing to make strategic investments for long-term growth. He also discussed the Company's expectations for fiscal 2013 earnings in a range of $2.50 to $2.75 per share and operating cash flow of at least $250 million for the year.

"We are putting a line in the sand to make strides against our long-term goals," Hagedorn told shareholders.  "We are leveraging our cost structure with increased focus on margin improvement and total shareholder return.  I am confident in the plan we have put in place and believe our shareholders will see strong improvements in our business."

Also at today's meeting, shareholders approved, on an advisory basis, the compensation of the Company's named executive officers.  Shareholders also approved an amendment and restatement of The Scotts Miracle-Gro Company Amended and Restated 2006 Long-Term Incentive Plan.  In addition, shareholders ratified the Audit Committee's selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2013.

An archive of the Company's 2013 Annual Meeting of Shareholders is available on the investor relations section of the ScottsMiracle-Gro website at http://investor.scotts.com.

About ScottsMiracle-Gro   
With more than $2.8 billion in worldwide sales, The Scotts Miracle-Gro Company, through its wholly-owned subsidiary, The Scotts Company LLC, is the world's largest marketer of branded consumer products for lawn and garden care. The Company's brands are the most recognized in the industry. In the U.S., the Company's Scotts®, Miracle-Gro® and Ortho® brands are market-leading in their categories, as is the consumer Roundup® brand, which is marketed in North America and most of Europe exclusively by Scotts and owned by Monsanto. In the U.S., we operate Scotts LawnService®, the second largest residential lawn care service business.  In Europe, the Company's brands include Weedol®, Pathclear®, Evergreen®, Levington®, Miracle-Gro®, KB®, Fertiligene® and Substral®. For additional information, visit us at www.scotts.com.

Cautionary Note Regarding Forward-Looking Statements   
Statements contained in this press release, other than statements of historical fact, which address activities, events and developments that the Company expects or anticipates will or may occur in the future, including, but not limited to, information regarding the future economic performance and financial condition of the Company, the plans and objectives of the Company's management, and the Company's assumptions regarding such performance and plans are "forward-looking statements" within the meaning of the U.S. federal securities laws that are subject to risks and uncertainties. These forward-looking statements generally can be identified as statements that include phrases such as "guidance," "outlook," "projected," "believe," "target," "predict," "estimate," "forecast," "strategy," "may," "goal," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will," "should" or other similar words or phrases. Actual results could differ materially from the forward-looking information in this release due to a variety of factors, including, but not limited to:

• Compliance with environmental and other public health regulations could increase the Company's costs of doing business or limit the Company's ability to market all of its products;
• Increases in the prices of raw materials and fuel costs could adversely affect the Company's results of operations;
• The highly competitive nature of the Company's markets could adversely affect its ability to maintain or grow revenues;
• Because of the concentration of the Company's sales to a small number of retail customers, the loss of one or more of, or significant reduction in orders from, its top customers could adversely affect the Company's financial results;
• Adverse weather conditions could adversely impact financial results;
• The Company's international operations make the Company susceptible to fluctuations in currency exchange rates and to other costs and risks associated with international regulation;
• The Company may not be able to adequately protect its intellectual property and other proprietary rights that are material to the Company's business;
• The Company depends on key personnel and may not be able to retain those employees or recruit additional qualified personnel;
• If Monsanto Company were to terminate the Marketing Agreement for consumer Roundup products, the Company would lose a substantial source of future earnings and overhead expense absorption;
• Hagedorn Partnership, L.P. beneficially owns approximately 30% of the Company's common shares and can significantly influence decisions that require the approval of shareholders;
• The Company may pursue acquisitions, dispositions, investments, dividends, share repurchases and/or other corporate transactions that it believes will maximize equity returns of its shareholders but may involve risks. 

Additional detailed information concerning a number of the important factors that could cause actual results to differ materially from the forward-looking information contained in this release is readily available in the Company's publicly filed quarterly, annual and other reports. The Company disclaims any obligation to update developments of these risk factors or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.

SOURCE The Scotts Miracle-Gro Company

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