Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Notification by Arnold W. Donald of his Decision Not to Stand for Re-Election to
Board
On December 18, 2008, Arnold W. Donald, a member of the Board of Directors of
The Scotts Miracle-Gro Company (the "Company") who serves in the class whose
terms expire at the Company's 2009 Annual Meeting of Shareholders, notified the
Company that he had decided not to stand for re-election to the Board.
Discretionary Bonus Award for Barry W. Sanders
On November 4, 2008, the Compensation and Organization Committee of the
Company approved a one-time payment of $125,000 to Barry W. Sanders, the
Company's Executive Vice President, North America, in recognition of his
continuing service.
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