Amendment and Restatement of The Scotts Miracle-Gro Company Amended and Restated 2006 Long-Term Incentive Plan.

At the Annual Meeting of Shareholders of The Scotts Miracle-Gro Company (the "Company") held on January 17, 2013, the Company's shareholders approved an amendment and restatement of The Scotts Miracle-Gro Company Amended and Restated 2006 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 3,600,000 Common Shares.

A summary of the Plan, as amended and restated effective January 17, 2013, is contained in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 7, 2012 in connection with the 2013 Annual Shareholders Meeting under the heading "Proposal Number 3-Approval of Amendment and Restatement of The Scotts Miracle-Gro Company Amended and Restated 2006 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.

On January 17, 2013, the Company held its Annual Meeting of Shareholders (the "Annual Meeting") at The Berger Learning Center, located at 14111 Scottslawn Road, Marysville, Ohio 43041. At the close of business on November 21, 2012, the record date for the determination of shareholders entitled to vote at the Annual Meeting, there were 61,366,518 Common Shares of the Company issued and outstanding, each share being entitled to one vote. At the Annual Meeting, the holders of 57,943,766 Common Shares, or 94.68% 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 Adam Hanft, Stephen L. Johnson, Katherine Hagedorn Littlefield, and
Michael E. Porter, Ph.D. was elected as a director of the Company to serve for a
term expiring at the Annual Meeting of Shareholders to be held in 2016. The
results of the vote were as follows:
                                 Votes For    Votes Withheld   Broker Non-Votes
Adam Hanft                       54,508,691      355,001          3,080,074

Stephen L. Johnson               50,901,521     3,962,171         3,080,074

Katherine Hagedorn Littlefield   53,862,898     1,000,794         3,080,074

Michael E. Porter, Ph.D.         50,173,712     4,689,980         3,080,074

Proposal 2 - Advisory Vote on the Compensation of the Company's Named Executive Officers ("Say-on-Pay").

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 48,059,626 6,546,410 257,656 3,080,074

Proposal 3 - Amendment and Restatement of The Scotts Miracle-Gro Company Amended and Restated 2006 Long-Term Incentive Plan.

As discussed in Item 5.02 above, the amendment and restatement of The Scotts Miracle-Gro Company Amended and Restated 2006 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 50,585,627 4,142,767 135,298 3,080,074

Proposal 4 - Ratification of the Selection of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending September 30, 2013.

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 56,283,072 1,517,690 143,004