Scotts Miracle-Gro Company (The) (SMG)

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The Scotts Miracle-Gro Company (SMG)

Annual Shareholder Meeting Conference Call

January 17, 2013, 09:00 am ET


Jim Hagedorn - Chairman & CEO

Vince Brockman - EVP & General Counsel, Corporate Secretary & Chief Ethics & Compliance Officer

Jim King - SVP, IR & Corporate Affairs

Bill Marsh - IVS Associates

Denise Stump - EVP, Global Human Resources

Dave Evans - CFO & EVP, Strategy & Business Development



Jim Hagedorn

Good morning ladies and gentlemen and welcome to the Annual Meeting of the shareholders of the Scotts Company. I am Jim Hagedorn, Chief Executive Officer and Chairman of the Board. Before we begin the formal portion of this meeting, I would like to introduce other members of our Board of Directors who are with us today. Please stand and remain standing until the last person is called. Alan Barry, Adam Hanft, Steve Johnson, Jerry Jurgensen, Tom Kelly, Carl Kohrt, Kate Hagedorn Littlefield. It’s like we put all the tall guys on front; Nancy Mistretta, Stephanie Shern and John Shiely.

Also present today is the Board Nominee, Michael E. Porter of the Harvard Business School. Mike is not just a friend of the company, but widely considered one of the top academic minds in the world when it comes to business strategy and we are lucky to have him here with us today. I would like to recognize long-term former Board Member Joe Flannery, who recently retired from the Board after 25 years of distinguished service. Thank you, guys.

Adam, Steve and Kate are standing for reelection for this morning. Michael is standing for election to his first term on the Board.

Next, I would like to introduce all the members of the leadership team at Scotts Miracle-Gro, a group that plays a vital role in the success of your company. Barry Sanders, President and Chief Operating Officer; Vince Brockman, Executive Vice President, General Counsel, Corporate Secretary and Chief Ethics & Compliance Officer; Dave Evans, Chief Financial Officer and Executive Vice President of Strategy and Business Development; Jim Lyski, Executive Vice President and Chief Marketing Officer; Denise Stump, Executive Vice President, Global Human Resources.

I’ve got a few more introductions to make before we move on. First, I would like to introduce Bill Marsh from IVS Associates, who will serve as our Inspector of Elections. I would also like to recognize some special guests from our outside legal and accounting firms; Steve Patterson of Hunton & Williams.

Also in attendance are Tony Puckett and John McEwan from Deloitte & Touche. Please stand and be recognized. Thank you all for your attendance this morning. In addition, Tony and John on behalf of Deloitte will be available to answer any questions.

With that, the business portion of the meeting now comes to order. Vince Brockman, our General Counsel and Corporate Secretary will assume the chair to conduct the business as outlined in the proxy statement.

Vince Brockman

Thanks, Jim. I would like add my welcome to the annual shareholders meeting. This is the more formal part of the meeting where we address matters that are set forth in the proxy, sent to our shareholders. When we are finished, I'll turn the podium back over to Jim to discuss results of operations and other matters related to our recently completed fiscal year.

During the course of our discussion this morning, we may make forward-looking statements regarding the company’s future performance. I want to remind everyone that actual results could differ materially from what we discuss based on a variety of risk factors. We encourage investors to familiarize themselves with those risk factors which are scaled out in detail in our Form 10-K which is filed in the SEC. In addition, a copy of the company’s 2012 annual report are available now outside and after the meeting for a review by any shareholder or interested party.

We can now proceed with the business of our meeting. First, (inaudible) the last year’s annual shareholder’s meeting, I would like to reflect that the minutes of that meeting have been filed with the records of the company. Next I would like to recognize our Senior Vice President of Investor Relations and Corporate Affairs Jim King.

Jim King

Thank you, Vince. I would like to present that the affidavit of Broadridge Financial Solutions pursuant to which Broadridge has confirmed that the notice of the meeting, the proxy statement, the former proxy and the 2012 annual report were timely mailed to the shareholders of the company.

Vince Brockman

Thanks Jim. The affidavit and proxy materials are directed to be filed with the records of the company and I also like to present the list of shareholders of the company’s common shares as in the course of business in November 21, 2012 the record date for this meeting.

Jim King

Thank you. The list of shareholders is directed to be filed with the records of the company. Next I would like to offer the opportunity to any shareholder present to which is the vote by ballot at this time to please raise his or her hand. Mr. Marsh, please present your report regarding the number of common shares presented in today’s meeting.

Bill Marsh

There are present today in either in person or by proxy 57,943,766 shares which is in excess of 94% of the voting stock.

Vince Brockman

Thank you, Mr. Marsh. The proxies or substitution of proxies in ballots presented at the meeting are hereby ordered to be filed with the records of the company, according to Mr. Marsh’s report a quorum in his presence of the business maybe properly conducted.

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