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重大事件 即時報告 8-K 2026-07-01

Scotts Miracle-Gro宣佈Nate Baxter接任CEO 重申2026財年每股盈利指引4.15至4.35美元

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📄 **申報類型**：8-K 🏢 **公司**：Scotts Miracle-Gro (NYSE: SMG) 🔑 **事件**：宣佈高層管理層繼任計劃 — Nate Baxter 即日起出任總裁兼 CEO，並加入董事會；獨立首席董事 Pete Shumlin 獲選為董事會主席。原 CEO Jim Hagedorn（70歲）結束近40年職業生涯，辭任公司及董事會職務，符合董事會長期內部繼任規劃。 📌 **重點詳情**： - Nate Baxter（53歲）於2023年加入公司，曾任營運總裁，是「SMG 2.0」增長策略（聚焦品類擴張、渠道拓展、天然有機產品創新）的設計者，並推動科技、自動化及人工智能以提升營運效率。 - Jim Hagedorn 自2001年起擔任CEO，任內帶領公司與 Scotts 合併（1995年），收購 Ortho、Tomcat 等品牌，拓展產品組合，推動消費者營銷新模式，並於紐約證交所上市。年度收入從1995年的7.32億美元攀升至2025財年的33億美元。 - Shumlin 表示 Baxter 是「SMG 2.0 的建築師」，具備誠信、遠見及營運專長，能將公司轉型為未來草坪與園藝消費者的生活品牌。 📊 **2026財年展望（重申指引）**： - 美國消費者淨銷售：低單位數增長 - 非公認會計準則調整後毛利率：至少32% - 非公認會計準則調整後持續經營每股收益：4.15至4.35美元 - 非公認會計準則調整後EBITDA：中單位數增長 - 自由現金流：約2.75億美元；預計槓桿比率降至「高3倍」水平 🗓️ **投資者活動**：公司將於2026年8月4日在紐約證交所舉行投資者日，屆時管理層將討論中長期策略及財務目標。 💡 **對投資者的潛在影響**： - 內部晉升CEO顯示董事會對策略連續性有信心，Baxter 已在營運及成本改善上展現成果。 - 重申2026財年指引，反映管理層對業務基本盤及現金流改善的把握，短期有助穩定市場預期。 - 8月投資者日將是下一個觀察點，關注重點包括SMG 2.0的具體執行路徑、利潤率提升計劃及股東回報政策。 📎 背景：ScottsMiracle-Gro 為北美領先的消費草坪及園藝品牌公司，旗下品牌包括 Scotts®、Miracle-Gro®、Ortho® 及 Tomcat®，年度銷售額約33億美元。
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EX-99
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exhibit991smg2026-07x018xk.htm
EX-99

Document

Exhibit 99.1

ScottsMiracle-Gro Announces Strategic Leadership Succession
Nate Baxter Appointed President and Chief Executive Officer 
Pete Shumlin Elected Chairman of the Board

MARYSVILLE, Ohio, June 29, 2026 - The Scotts Miracle-Gro Company (NYSE: SMG), the leading marketer of branded consumer lawn and garden products in North America, today announced that the Board of Directors has named Nate Baxter as president and CEO, effective immediately. In addition, Baxter has joined the Board of Directors. The Board also elected independent Lead Director Pete Shumlin as chairman of the Board.

Baxter succeeds Jim Hagedorn, 70, CEO since 2001 and chairman since 2003, whose transition from the Company and its Board of Directors aligns with the Board’s long-term internal succession plan. The framework of the succession plan was established by the Board of Directors upon Baxter joining the Company in 2023.

During his tenure, Baxter, 53, has driven a relentless focus on operational excellence and is the architect of the Company’s multi-year SMG 2.0 growth strategy centered on category growth, channel expansion and product innovation grounded in naturals and organics. He also has spearheaded the implementation of technology, automation, data analytics and AI to deliver operational and cost efficiencies throughout the organization. 

Hagedorn completed a nearly 40-year career with the Company, having held sales, operations and management roles before becoming CEO and chairman. Hagedorn, whose father Horace started Miracle-Gro in 1951, led the merger of the family business with The Scotts Company in 1995. In his time as CEO, he shaped the modern lawn and garden industry through acquisitions of key brands, such as Ortho and Tomcat, that significantly expanded the portfolio and through strategic growth initiatives that included the joint venture with Bonnie Plants. He advanced new approaches to consumer marketing and led the public listing of SMG on the New York Stock Exchange. Annual revenue climbed from $732 million in 1995 after the Scotts and Miracle-Gro merger to $3.3 billion in fiscal 2025. 

“Jim has made ScottsMiracle-Gro what it is today and fundamentally modernized the lawn and garden industry by championing the consumer experience,” Shumlin said. “As a former F-16 fighter pilot, he brought a boldness and competitive spirit to the Company that remains a big part of the associate experience. He has given most of his adult life to this Company, and we are eternally grateful. 

“As for Nate’s appointment as chief executive officer, this is the realization of the Board’s internal succession planning efforts with an eye toward accelerating next-generation growth drivers to scale the business. Nate has proven to be an exceptional talent who leads with integrity, collaboration, vision and operational expertise. He is the architect of the SMG 2.0 growth plan and has built a strong team to execute upon it. He is uniquely qualified to further evolve ScottsMiracle-Gro into the essential, lifestyle brand for lawn and garden consumers of today and the future.”

Baxter added, “I consider it a tremendous privilege to lead ScottsMiracle-Gro and serve all those we touch daily. I know I have big shoes to fill and look forward to collaborating with our teams as we nurture a culture in which our associates thrive and work together to deliver on the SMG 2.0 strategy. We have a special consumer franchise with a meaningful runway. My focus is to build on the momentum of SMG 2.0 while maintaining the financial discipline that has strengthened our balance sheet, converting that into durable shareholder value creation.”

Hagedorn said, “It has been an honor to be part of this Company for most of my life. I’m grateful for the opportunity to work with so many talented people as we built ScottsMiracle-Gro and its brands into the market leader with superpowers like no other in lawn and garden. Nate is ready to take over the reins. He has established himself as the leader ScottsMiracle-Gro needs as it transforms for the future.”

Fiscal 2026 Outlook

In connection with today’s announcement, the Company has reaffirmed its previously provided Fiscal 2026 guidance, which includes:

•U.S. Consumer net sales low single-digit growth
•Non-GAAP adjusted gross margin of at least 32%
•Non-GAAP adjusted net income per share from continuing operations of $4.15 to $4.35
•Non-GAAP adjusted EBITDA mid single-digit growth
•Free cash flow of approximately $275 million, driving leverage ratio down to the high 3’s

As previously announced, the Company will host its 2026 Investor Day at the New York Stock Exchange on August 4, 2026, beginning at 9 a.m. ET. Members of the executive and senior leadership team will discuss the Company’s mid- to long-term strategic priorities and financial goals followed by a question-and-answer session.

Bios

Baxter joined the Company in April 2023 as executive vice president, technology and operations, and was named COO in September 2023 before taking on the expanded role of president and COO in 2024. Among his responsibilities were execution of Company strategies and oversight of the market-leading brands, sales, supply chain, marketing, R&D and information technology. Prior to ScottsMiracle-Gro, Baxter was president of TEL U.S., a Tokyo Electron Ltd. subsidiary that manufactures semiconductor and flat-panel manufacturing equipment, and worked with Intel Corporation in technology, supply chain, strategy and management. He is a general partner of the Hagedorn Partnership, L.P., the largest shareholder of the Company, and serves as chairman of the board of Bonnie Plants, the largest national supplier of vegetable and herb plants in the U.S., as well as a board member with The Legacy Project, which empowers students to become leaders and innovators. 

Shumlin, 70, a former three-term governor of Vermont and director at Putney Student Travel as well as a principal in numerous real estate ventures, has been a member of the Board of Directors since 2017 and served as its lead independent director since 2023.

About ScottsMiracle-Gro

With approximately $3.3 billion in sales, the Company is the leading marketer of branded consumer lawn and garden products in North America. The Company’s brands are among the most recognized in the industry. The Company’s Scotts®, Miracle-Gro®, Ortho® and Tomcat® brands are market-leading in their categories. For additional information, visit us at www.scottsmiraclegro.com.
For investor inquiries:
Brad CheltonVice President Treasury, Tax and Investor [email protected](937) 309-2503

For media inquiries:Tom MatthewsChief Communications [email protected](937) 844-3864