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•

Leadership Experience — Directors who have significant leadership experience in major organizations over an extended period of time, such as corporate or governmental chief executives, provide the Company with valuable insights gained through years of managing complex organizations. These individuals understand both the day-to-day operational responsibilities facing senior management and the role directors play in overseeing the affairs of large organizations. Several members of the Board are current or former chief executives, and nearly every current director has significant experience leading complex organizations.

•

Marketing/Consumer Industry Experience — Directors with experience identifying, developing and marketing consumer products bring valuable skills that can positively impact the Company’s performance. Directors with such experience understand consumer needs and wants, recognize products and marketing/advertising campaigns that are likely to resonate with consumers, and are able to identify potential changes in consumer trends and buying habits as well as methods to reach consumers through new media channels.

•	Innovation and Technology Experience — Directors with innovation and technology experience add great value to the Board, especially in light of the Company’s continued focus on driving innovation.

•	International Experience — Directors with experience in markets outside the United States bring valuable knowledge to the Company as it operates in foreign markets and in an economy that is increasingly global.

•	Retail Experience — Directors with significant retail experience bring valuable insights that can assist the Company in managing its relationships with its largest retail customers and in developing relationships in new channels.

•	Financial Experience — Directors with an understanding of accounting, finance and financial reporting processes, particularly as they relate to a large, complex business, are critical to the Company. Accurate financial reporting is a cornerstone of the Company’s success, and directors with financial expertise help provide effective oversight of the Company’s financial measures and processes.

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•	has the ability to call meetings of independent and/or non-employee directors;

•	presides at meetings of non-employee and/or independent directors;

•	consults with the Chairman of the Board and CEO with respect to appropriate agenda items for meetings of the Board;

•	serves as a liaison between the Chairman of the Board and the independent directors;

•	has the ability, in consultation with the Vice Chair, to approve the retention of outside advisors and consultants who report directly to the Board on critical issues;

•	has the ability to approve the retention of outside advisors and consultants who report directly to the independent directors of the Board on critical issues, as needed or deemed appropriate;

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•	can be contacted directly by shareholders; and

•	performs such other duties as the Board may delegate to him from time to time.

•	presides at meetings of the Board in the Chairman’s absence;

•	presides at meetings of the shareholders in the Chairman’s absence;

•	has the ability, in consultation with the Lead Independent Director, to approve the retention of outside advisors and consultants who report directly to the Board on critical issues; and

•	performs such other duties as the Board may delegate to her from time to time.

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•	100% of the value of Common Shares directly registered to the director and/or held in a brokerage account;

•	60% of the “in-the-money” portion of any non-qualified stock option (“NSO”), whether vested or unvested; and

•	60% of the value of unsettled full-value awards (e.g., DSUs), whether vested or unvested.

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(1)

Reflects the cash-based retainer earned for services rendered during the 2018 fiscal year, paid at a rate of $25,000 per quarter. With respect to Mr. Finn, Mr. Hanft, Mr. Johnson and Mr. Shumlin, consistent with their elections to defer the cash-based retainer, the amount reported includes a total of $100,000, $50,000, $25,000 and $75,000 respectively, in cash fees from October 1, 2017 through September 30, 2018 that were deferred and awarded in the form of fully vested DSUs on October 2, 2017, February 2, 2018, April 1, 2018 and July 1, 2018.

(2)

In addition to the cash-based retainer and DSUs granted to Mr. Hanft for his service on the Board, he earned an additional $900,000 in cash-based consulting fees and received a grant of $400,012 in restricted stock units (“RSUs”) for the provision of strategic marketing consulting services to the Company. The value of the RSUs was determined using the fair value of the underlying Common Shares on February 2, 2018, the date of the grant, and was calculated in accordance with the equity compensation accounting provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation (“Topic 718”).

(3)	In addition to the cash-based retainer and DSUs granted to Mr. Hargreaves for his service on the Board, entities owned or controlled by Mr. Hargreaves received real estate related lease payments during the 2018 fiscal year from a subsidiary of the Company in the aggregate amount of $287,065.

(4)	With respect to General Vines, reflects an additional cash-based retainer of $15,000 for his service as the Company’s Lead Independent Director from October 1, 2017 through September 30, 2018.

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(5)

Reflects the aggregate grant date fair value of DSUs granted during the 2018 fiscal year. With the exception of Mr. Evans and Mr. Hargreaves, the value of each DSU was determined using the fair value of the underlying Common Shares on February 2, 2018, the date of the grant, and was calculated in accordance with the equity compensation accounting provisions of FASB ASC Topic 718, without respect to forfeiture assumptions. With respect to Mr. Evans, the value of each DSU was determined using the fair value of the underlying Common Shares on May 4, 2018, the date of the grant, and was calculated in accordance with the equity compensation accounting provisions of FASB ASC Topic 718, without respect to forfeiture assumptions. With respect to Mr. Hargreaves, the value of each DSU was determined using the fair value of the underlying Common Shares on July 31, 2018, the date of the grant, and was calculated in accordance with the equity compensation accounting provisions of FASB ASC Topic 718, without respect to forfeiture assumptions.

(6)	The aggregate number of Common Shares subject to RSUs (including both vested and unvested) and DSUs (including both vested and unvested DSUs, DSUs granted as a result of converting dividend equivalents and DSUs granted in lieu of cash retainer) outstanding as of September 30, 2018 was as follows:

(7)	Reflects an additional grant of $35,000 in DSUs for General Vines’ service as the Company’s Lead Independent Director during the 2018 fiscal year.

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•	About 75% of the annual total direct compensation opportunity for our CEO, and an average of 68% of the annual total direct compensation opportunity for each of our NEOs is tied directly to both short-term and long-term financial performance or long-term appreciation of our share price, directly aligning the interests of the NEOs with our shareholders.

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•	Our annual incentive compensation program is structured to reward increased cash flow and profitability growth to drive long-term value creation and also includes a subjective factor to emphasize the importance of demonstrated leadership qualities. We believe effective leadership is as important to the long-term success of the Company as delivering on financial results.

•

Our annual incentive compensation program includes a funding trigger, tied to compliance with our credit facility, to discourage short-term decisions by our NEOs that may not be in the best interests of the Company or its shareholders. The funding trigger is intended to promote compliance with our credit facility by requiring compliance with certain debt covenants. Our failure to meet the funding trigger would result in a forfeiture of the annual incentive awards.

•	The target performance level for the 2018 fiscal year annual incentive plan was set based on an expectation that the Company would deliver 3% profitability growth (excluding impact of acquisitions) and $290.0 million of net cash provided by operating activities, reduced by investments in property, plant and equipment (“Non-GAAP Free Cash Flow”).

•

Our consolidated adjusted earnings before interest, taxes and amortization (“Non-GAAP Adjusted EBITA”), which was weighted at 60% under the annual incentive plan for the 2018 fiscal year, reflects a considerable decline compared to the prior year, coming in at approximately 78% of target, which was below the threshold level of performance. Despite the shortfall in Non-GAAP Adjusted EBITA, the Company delivered $274.3 million in Non-GAAP Free Cash Flow coming in at about 95% of target but above the threshold level of performance. As a result, incentive payouts were below target for the 2018 fiscal year.

*

Plan results are derived from financial measures that are not calculated in accordance with the U.S. generally accepted accounting principles (“GAAP”). A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures are presented further herein. There may be differences between the Company’s reported financial results and the amounts used for purposes of calculating incentive payments under the annual incentive compensation program since the calculations reflect currency translation based on budgeted, rather than actual, exchange rates and other discretionary adjustments the Compensation Committee may make based on individual facts and circumstances.

•	Performance-Based Pay: Performance should be the primary driver of compensation decisions. Consistent with this philosophy, about 75% of the annual total direct compensation opportunity for our CEO, and an average of 68% of the annual total direct compensation opportunity for each of our NEOs is delivered in the form of variable pay tied to financial and/or share price performance.

•	No Employment Agreements: The Company does not maintain employment agreements with any of the NEOs. Severance benefits for our CEO are provided under a separate severance agreement, and severance benefits for all other NEOs are provided under an executive severance plan.

•	Limited Executive Perquisites: The Company does not offer certain cash-based executive perquisites, such as car allowances and financial planning services.

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•	Double-Trigger Change in Control Provisions: Our plans include “double-trigger” change in control provisions, which provide for vesting upon involuntary termination of employment within 24 months after a change in control if equity-based awards are assumed or substituted in the transaction or if equity-based awards otherwise continue in effect after the transaction.

•

Clawback Provisions: All of our equity-based awards and annual incentive awards include provisions designed to recoup such awards for violation of non-compete covenants or engaging in certain conduct that is detrimental to the Company. In addition, our Executive Compensation Recovery Policy allows the Company to recover annual incentive award payments and equity award distributions in the event of a required accounting restatement due to material non-compliance with any applicable financial reporting requirement.

•

Stock Ownership Guidelines: We require our NEOs to meet minimum stock ownership guidelines. Our stock ownership guidelines are designed to align the interests of each NEO with the long-term interests of the shareholders by ensuring that a material amount of each NEO’s accumulated wealth is maintained in the form of Common Shares. The ownership guidelines, which are competitive with the guidelines maintained by our Compensation Peer Group, are: 10 times base salary for the CEO, 5 times base salary for the COO and 3 times base salary for all other NEOs. We do not reprice underwater stock options or backdate options.

•	No Excess Benefit Retirement Plan: Our excess benefit plan was frozen effective December 31, 1997, and the only NEO who was enrolled in this plan before it was frozen is our CEO.

•	Independent Consultants: Our Compensation Committee engages an independent consultant to advise with respect to executive compensation levels and practices. The consultant provides no services to management and had no prior relationship with any of our NEOs.

•

Insider Trading Policy; Anti-Hedging Policy: Our Insider Trading Policy prohibits all Company employees, including our NEOs and members of the Board, from engaging in certain hedging transactions relating to Company securities held by them, including short sales, the purchase of puts, calls or listed options and hedging transactions such as prepaid variable forwards, equity swaps, caps, collars and exchange funds.

•

Cultural Impacts — We are positively impacting the culture of our Company by expanding the focus and depth of understanding of cash flow management and working capital principles well beyond the Treasury function. From the mid-level managers who participate in our annual incentive plans to our most senior business leaders who derive much of their compensation through long-term equity-based awards, our focus on driving sustainable cash flow improvements has led to better analytics and positively influenced the culture as it relates to a fundamental shift to a long-term view of cash flow generation. The focus of our people has moved beyond the short-term gains derived from working capital management.

•	Acceleration of Portfolio Changes — Since announcing Project Focus, the Company has successfully restructured its portfolio through the divestiture of its service business and the international consumer business and made significant acquisitions in the Hawthorne segment that we believe will drive strong future growth, and have moved rapidly to integrate these acquisitions into the Company.

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•

Financial Impacts — The fundamental cultural changes have been instrumental in driving improved cash flow results. For the first two years of the PFA performance period (the 2017 and 2018 fiscal years), our average Non-GAAP Free Cash Flow was $284 million, compared to our historical average of $160 million over the 10+ years prior to implementing the PFAs, and the bar has been raised to increase this improvement in the years to come.

•	The Board, led by the Chair of the Compensation Committee, retained an outside proxy solicitation firm and initiated formal outreach to the top 25 non-Hagedorn family investors (representing approximately 43% of the outstanding shares) to engage in ongoing dialogue about the design of our executive compensation programs.

•	As of the date of this Proxy Statement filing, six institutions, representing approximately 13% of our outstanding shares have shared their comments and insights into our executive compensation programs. Other institutions have offered to schedule meetings after this Proxy Statement is filed.

•	Our compensation programs are designed to align our executives’ interests with the long-term interests of our shareholders;

•	Performance should be the primary driver of compensation decisions;

•	We place greater emphasis on variable pay versus fixed pay; and

•	We seek to position total compensation levels within the competitive market range for similar executive roles, which we generally view as the pay range between the 25th percentile and the 75th percentile of the Compensation Peer Group (the “Competitive Market Range”).

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•	Attracting, retaining and motivating high caliber leadership;

•	Linking compensation to Company, functional and individual achievements;

•	Emphasizing pay-for-performance to motivate both short-term and long-term performance for the benefit of shareholders; and

•	Providing the opportunity for meaningful wealth accumulation over time, tied directly to shareholder value creation.

•	The relative degree of organizational impact and influence of the role (what we refer to as “role-based pay”);

•	The executive’s capability, experience and skill level; and

•	The overall level of personal performance and expected contribution to our business’s future success.

•	Base salary;

•	Annual cash incentive compensation;

•	Long-term equity-based incentive awards;

•	Executive perquisites and other benefits; and

•	Retirement plans and deferred compensation benefits.

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Non-GAAP Adjusted EBITA — This measure is calculated as net income attributable to controlling interest before interest, taxes, amortization expense within selling, general and administrative expenses, other non-operating expense, equity in income of unconsolidated affiliates, charges or credits related to impairments, restructurings, discontinued operations, and other unusual items which include costs or gains related to discrete projects or transactions and are excluded because they are not comparable from one period to the next and are not part of the ongoing operations of our underlying business. This measure is adjusted to exclude acquisitions and divestitures during the year unless their expected results are reflected in our annual budget. This measure is also subject to further adjustments at the discretion of the Compensation Committee, based on individual facts and circumstances.

•	Non-GAAP Free Cash Flow — This measure is calculated as net cash provided by operating activities reduced by investments in property, plant and equipment.

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*

The Compensation Committee believes that the performance metrics should not be influenced by currency fluctuations and, therefore, where applicable, the EIP metrics reflect currency translation based on budgeted exchange rates, which is in contrast to actual exchange rates employed for currency conversions used for GAAP reporting. In addition, the Compensation Committee exercises its discretion to adjust the amounts used for purposes of calculating incentive payouts under the EIP based on individual facts and circumstances. As a result, there could be a difference between the Company’s reported financial results and the amounts shown in this Proxy Statement. Reconciliations of Non-GAAP Adjusted EBITA and Non-GAAP Free Cash Flow to the most directly comparable GAAP measures are presented in the following tables:

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•	Non-GAAP Adjusted EBITA growth of approximately 20%;

•	Growing non-GAAP Adjusted EBIT margin to approximately 18%;

•	Increasing non-GAAP annual free cash flows by approximately 200% versus historic levels;

•	Generating Total Shareholder Return (TSR) in low double digits; and

•	Growth in Enterprise Value of approximately 20%.

•	Further strengthen the alignment of management and shareholder interests;

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•	Align management’s decision-making in support of the Project Focus financial objectives; and

•	Promote the retention and continuity of the Company’s senior leadership.

•	Cumulative Non-GAAP Free Cash Flow (67% weighting) — Net cash provided by operating activities reduced by investments in property, plant and equipment accumulated over the PFA Performance Period; and

•	Calculated Investor Return (33% weighting) — Percentage of Non-GAAP Adjusted Diluted EPS Growth* plus Dividend Yield**, calculated annually for the PFA Performance Period. To mitigate the risk of using a single point-to-point measurement, the average of the five annual calculations will be utilized to determine performance against this metric.

*	Derived from Non-GAAP adjusted diluted income (loss) per Common Share from continuing operations and subject to discretionary adjustments the Compensation Committee may make based on individual facts and circumstances.

**	Annual dividend per share divided by the average of the closing share price for each quarter.

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•	Front Loaded Performance Unit Award — The PFAs front-loaded approximately 3.5 times the target annual grant value into a one-time performance unit award, all contingent on achieving the pre-defined financial goals for a single five-year performance period (compared to the market norm of awarding annual performance-based grants).

•	Unprecedented Performance Period — The use of a single five-year performance period is nearly unprecedented (compared to the market norm of incorporating annual three-year rolling performance periods).

•

5-Year Cliff Vesting Requirement — The PFAs are subject to a five-year cliff vesting requirement, with limited provisions for partial vesting in the event of death, disability, retirement, or an involuntary termination without Cause in the fourth or fifth year of the performance period (compared to the market norm of graduated vesting or three-year cliff vesting). The approach essentially required participants to commit five years to the Company and vice versa and supports the Company’s goal to promote retention and continuity.

•

Robust Performance Goals — The Compensation Committee believes in establishing robust performance goals to motivate and reward long-term performance that leads to transformational change in support of creating increased shareholder value. To that end, the performance goals were established at a level that will award a maximum payout under the plan only if the Company realizes a cumulative five-year Non-GAAP Free Cash Flow level ($1.5 billion) that is nearly double the average cumulative Non-GAAP Free Cash Flow level ($800 million) realized over each of the rolling five-year periods from 2000 to 2016.

•

Hybrid Plan Incorporates Service-Based RSUs to Promote Retention — Separate from the PFA, participants also receive a grant of service-based RSUs equivalent to .5x their target annual grant value to promote retention and continuity, and it is expected that participants will continue to receive similar annual RSU awards over the balance of the five-year period. The RSUs are subject to a three-year cliff vesting requirement, consistent with the Company’s historical practice for service-based awards. In combination with the PFAs, in the 2017 fiscal year, participants received nearly two-thirds of the grant value that is expected to be awarded over the five-year PFA Performance Period.

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•	Compensation Deferral, which allows continued deferral of up to 75% of salary and amounts received in lieu of salary;

•	Performance Award Deferral, which allows the deferral of up to 100% of any cash incentive compensation earned under the EIP;

•	Retention Awards, which reflect the Company’s contribution to the ERP for retention awards;

•	Supplemental Retirement Awards, which reflect Company directed contributions to the ERP, subject to the approval of the Compensation Committee; and

•	Crediting of Company matching contributions on qualifying deferrals.

•	Since January 2014, the Compensation Committee has awarded Mr. Hagedorn an annualized SRA contribution of $1.0 million (payable in monthly installments of $83,333) in connection with the negotiation of the severance agreement Scotts LLC entered into with Mr. Hagedorn on December 11, 2013 (the “Hagedorn Severance Agreement”).

•	Beginning in May 2018, the Compensation Committee awarded Ms. Stump an annualized SRA contribution of $310,000 (payable in monthly installments of $25,833), in conjunction with the approval the Stump Retention Agreement, which is described in more detail below.

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•	Mr. Hagedorn’s annual base salary and target incentive opportunity for purposes of the EIP remained unchanged at $1.1 million and 120% of base salary, respectively.

•	Mr. Lukemire’s annual base salary and target incentive opportunity for purposes of the EIP remained unchanged at $700,000 and 80% of base salary, respectively.

•	Mr. Coleman’s annual base salary and target incentive opportunity for purposes of the EIP remained unchanged at $675,000 and 75% of base salary, respectively.

•	Ms. Stump received an increase in base salary from $550,000 to $575,000 and an increase in target incentive opportunity for purposes of the EIP from 60% to 65% of base salary.

•	Mr. Smith received an increase in base salary from $500,000 to $550,000 and an increase in target incentive opportunity for purposes of the EIP from 60% to 65% of base salary.

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(1)	Includes a one-time discretionary RSU award valued at $300,000 provided in consideration for Mr. Lukemire providing a minimum of 24 months’ notice prior to his retirement.

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•	100% of the value of Common Shares directly registered to the NEO and/or held in a brokerage account;

•	100% of the value of shares or stock-settled units held in retirement plans such as the RSP, the Discounted Stock Purchase Plan or the ERP;

•	60% of the “in-the-money” portion of an NSO, whether vested or unvested; and

•	60% of the value of unsettled full-value awards (e.g., RSUs, PUs, PFAs, etc.).

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•

Annual cash incentive compensation plans — The Company’s annual incentive compensation program incorporates a funding trigger that conditions payout on meeting the debt covenants in the Company’s credit facility. This trigger is designed to mitigate the potential risk associated with plan participants making short-term decisions that may not be in the best interests of the Company or its shareholders; and

•

Equity-based compensation plans — The Company generally utilizes a mix of performance-based and service-based equity awards, which helps ensure that management maintains a responsible level of sensitivity to the impact of decision-making on share price. Since the equity-based awards are generally subject to either three-year or longer time-based cliff vesting or performance-based vesting criteria (five-year vesting in the case of the PFAs), the Company believes the risks of focusing on short-term share price increases rather than long-term value creation are mitigated. In addition, the use of a similar cash flow metric in both the annual compensation program and the PFAs awarded under the Long-Term Incentive Plan is intended to mitigate the risk of short-term decisions that are not in the long-term interests of our shareholders.

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•	The annual total compensation of our median associate, excluding the CEO, was $44,279;

•	The annual total compensation of our CEO, as reported in the Summary Compensation Table on page 43 of this Proxy Statement, was $5,156,569; and

•	The ratio of the annual total compensation of our CEO to the annual total compensation of our median employee, excluding the CEO, was 116 to 1.

•	We selected September 30, 2018 as the date upon which we would identify our associate population and median employee. We included all associates, whether employed on a full-time, part-time, temporary or seasonal basis or located within or outside of the United States. The identified population consisted of 4,710 associates.

•

In accordance with the SEC’s de minimus exemption, which allows us to exclude non-U.S. based associates if the non-U.S. based employees comprised less than 5% of our total associates, we excluded 96 non-U.S. based associates, including 25 in China, 1 in the U.K, 18 in Mexico and 52 in the Netherlands, as they represent less than 2% of our total associate population. Further, in accordance with Item 402(u), we excluded approximately 370 associates who were hired as a result of acquisitions during the 2018 fiscal year, mostly attributed to acquisition activity that occurred in June 2018.

•	To identify our median employee, we used annualized calendar year-to-date gross wages for 2018 plus target cash incentive. We consistently applied this compensation measure and methodology to all of our employees included in the calculation. For associates working outside of the United States, we converted wages to U.S. dollars using 2018 fiscal year budgeted exchange rates.

•	Applying the methodology described above, we determined that our median employee for the 2018 fiscal year was a machine operator located in the United States.

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•	James Hagedorn, the Company’s Chief Executive Officer and Chairman of the Board;

•	Thomas R. Coleman, the Company’s Executive Vice President and Chief Financial Officer;

•	Michael C. Lukemire, the Company’s President and Chief Operating Officer;

•	Denise S. Stump, the Company’s Executive Vice President, Global Human Resources and Chief Ethics Officer; and

•	Ivan C. Smith, the Company’s Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer.

(1)	Reflects the amount of base salary received by each NEO for the applicable fiscal years. Due to the timing of pay changes, the amount reported may be less than the base salary rate as of the end of each fiscal year.

(2)	Reflects a one-time lump sum discretionary bonus payment.

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(3)

Beginning in 2018 and for the balance of the PFA Performance Period, the annual LTI value to be awarded to the NEOs (delivered in the form of service-based RSUs) will be significantly reduced versus normal annual grant levels since the majority of the grant value intended to be delivered to the NEOs over the entire PFA Performance Period was delivered via the front-loaded PFA granted in 2017, which approximated 3.5x the target annual grant value for each NEO. Specifically, the value of the annual RSUs to be awarded in 2018 and each of the remaining years of the PFA Performance Period is expected to approximate .5x the target annual LTI value determined for each NEO.

(4)

No NSOs were granted to any of the NEOs during the 2017 or 2018 fiscal years. For the 2016 fiscal year, this column reflects the aggregate grant date fair value of NSOs granted to each NEO. The value of the NSO awards is determined using a binomial option valuation on the date of the grant, computed in accordance with the equity compensation accounting provisions of FASB ASC Topic 718. Pursuant to applicable SEC Rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Assumptions used in the calculation of the amounts shown are included in Note 12 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K, as applicable.

(5)	Reflects the EIP payouts awarded to the NEOs for the applicable fiscal year.

(6)

Participant account balances in the ERP, a non-qualified deferred compensation plan, are credited to one or more benchmark funds that are substantially consistent with the investment options available under the RSP. Accordingly, there are no above-market or preferential earnings on amounts deferred under the ERP. The Associates’ Pension Plan and the Excess Pension Plan were frozen as of December 31, 1997; therefore, no service credits have been earned since that date by Mr. Hagedorn or Mr. Lukemire. No other NEOs were eligible for either the Associates’ Pension Plan or the Excess Pension Plan. For additional information, see the table below captioned “Pension Benefits at 2018 Fiscal Year-End.”

(7)

Reflects the actuarial present value of accumulated benefit for the respective fiscal year under both the Associates’ Pension Plan and the Excess Pension Plan for Mr. Hagedorn and under the Associates’ Pension Plan for Mr. Lukemire. With respect to the 2017 and 2018 fiscal years, the accumulated benefit decreased for both Mr. Hagedorn ($12,107 in the 2018 fiscal year and $10,576 in the 2017 fiscal year) and Mr. Lukemire ($1,109 in the 2018 fiscal year and $922 in the 2017 fiscal year); however, based on applicable SEC guidance, amounts reported in this table cannot be negative.

(8)	Please see the table below captioned “All Other Compensation” for information regarding the components of the “All Other Compensation” column.

(9)

The design of the PFAs awarded to the NEOs in the 2017 fiscal year pulled forward a portion of the grant value that likely would have been provided to each of the NEOs over the five-year PFA Performance Period with the expectation that future award values would be greatly reduced compared to prior annual grant levels. As a result, the total annual compensation reported in the Summary Compensation Table for the NEOs will appear to be unusually high in the 2017 fiscal year (the first year the PFAs were awarded) and unusually low in the 2018 to 2021 fiscal years.

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(1)

Reflects Company matching contributions made under the RSP. The RSP provides eligible associates, including the NEOs, the opportunity to contribute up to 75% of eligible earnings on a before-tax and/or after-tax basis through payroll deductions up to the specified statutory limits under the IRC. The Company matches participant contributions at a rate of 150% for the first 4% of eligible earnings contributed and 50% for the next 2% of eligible earnings contributed (within the specified statutory limitations). The matching contributions, and any earnings on them, are immediately 100% vested.

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(2)

Reflects Company matching contributions into the ERP, a non-qualified deferred compensation plan. Company matching contributions to the ERP for a particular calendar year are not allocated until the first quarter of the subsequent calendar year. As a result, amounts reflected in this column do not include the following estimated Company matching contributions with respect to NEO contributions that were made to the ERP between January 1, 2018 and September 30, 2018: Mr. Hagedorn, $38,595; Mr. Coleman, $16,301; Mr. Lukemire, $17,545; Ms. Stump, $10,982; and Mr. Smith, $9,651. Additional details with respect to non-qualified deferred compensation provided for under the ERP are shown in the table captioned “Non-Qualified Deferred Compensation for 2018 Fiscal Year” and the accompanying narrative.

(3)

Reflects an $87,270 Company matching contribution made to the ERP as well as a $1.0 million Company SRA contribution, which consisted of monthly contributions of $83,333. A description of the SRA contribution is set forth in the section captioned “Elements of Executive Compensation — Retirement Plans and Deferred Compensation Benefits (long-term compensation element) — Executive Retirement Plan” within the CD&A.

(4)

Reflects a $46,725 Company matching contribution made to the ERP as well as a $129,166 Company SRA contribution, which consisted of monthly contributions in the amount of $25,833 for the period beginning May 1, 2018 through September 30, 2018. A description of the SRA contribution is set forth in the section captioned “Elements of Executive Compensation — Retirement Plans and Deferred Compensation Benefits (long-term compensation element) — Executive Retirement Plan” within the CD&A.

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(1)

The RSU awards were approved by the Compensation Committee on January 25, 2018 with a grant date of February 2, 2018. The grant date was established in accordance with the revised grant date protocol establishing an effective date for all annual long-term incentives as the third trading day following the first quarter earnings release. A detailed description of the RSU awards granted to our NEOs during the 2018 fiscal year is provided in the section captioned “Elements of Executive Compensation — Long-Term Equity-Based Incentive Awards (long-term compensation element)” within the CD&A.

(2)

These amounts are the estimated potential threshold (50%), target (100%) and maximum (250%) incentive award payouts that each NEO was eligible to receive based on performance goals set pursuant to the EIP for the 2018 fiscal year. A detailed description of the performance goals and potential incentive award payouts under the EIP is provided in the section captioned “Elements of Executive Compensation — Annual Cash Incentive Compensation (short-term compensation element)” within the CD&A.

(3)

No performance-based equity grants were made to our NEOs under the Long-Term Incentive Plan for the 2018 fiscal year. In the 2017 fiscal year, each NEO received a front-loaded PFA with the expectation that future annual LTI awards for the balance of the PFA Performance Period are to be delivered in the form of service-based RSUs. A detailed description of the FY18 long-term incentives are provided in the section captioned “Elements of Executive Compensation — Long-Term Equity-Based Incentive Awards (long-term compensation element)” within the CD&A.

(4)	Reflects an additional RSU award made to Mr. Lukemire on February 2, 2018 intended to provide consideration for a minimum 24-month written notice commitment from Mr. Lukemire before he retires.

(5)	Reflects the grant date fair value for the RSU grants computed in accordance with FASB ASC Topic 718.

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(1)	All of the NSOs shown in these two columns have a normal vesting date that is the third anniversary of the grant date shown in the column captioned “Grant Date.”

(2)	Each NSO was granted with an exercise price equal to the closing price of one Common Share on NYSE on the date of grant.

(3)	This column shows the aggregate number of RSUs outstanding as of September 30, 2018. The normal vesting date for each award based on the listed grant date is as follows:

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(4)	Reflects the market value of unvested RSUs, based on the closing stock price on September 30, 2018 of $78.73.

(5)	This column shows the aggregate number of PUs and PFAs outstanding as of September 30, 2018. The normal vesting date for each award based on the listed grant date is as follows:

(6)	The amounts shown reflect the probable payout based on accounting assumptions as of September 30, 2018 and do not necessarily reflect the actual value that may be paid out at the end of the PFA Performance Period. The table below provides a comparison of target shares granted to the number of shares reflected in the table above:

(7)	Reflects the market value of unvested PUs and PFAs, based on the closing stock price on September 30, 2018 of $78.73.

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(1)	The value realized on exercise of NSOs is calculated based on the excess of the closing price of one Common Share on NYSE on the date of exercise over the exercise price of the NSO, multiplied by the number of Common Shares acquired upon exercise.

(2)	Reflects the number of shares received in connection with the PUs granted on January 30, 2015 that vested and settled on January 30, 2018, based on achieving the applicable performance criteria.

(3)	The value realized on the settlement of PUs described above is calculated by multiplying the number of Common Shares underlying the vested shares or units by the closing price of one Common Share on NYSE on the applicable settlement date.

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(1)	The number of years of credited service shown for each participant is the service earned under the respective plan.

(2)	Assumptions used in the calculation of these amounts are included in Note 9 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the 2018 fiscal year.

(1)	These amounts are also included in the numbers reported in the Summary Compensation Table.

(2)

These contributions are also included in the “Deferred Compensation Plans” column of the “All Other Compensation” table. Company matching contributions to the ERP for a particular calendar year are not allocated until the first quarter of the subsequent calendar year. As a result, amounts reflected in this column do not include the following estimated Company matching contributions with respect to NEO contributions that were made to the ERP between January 1, 2018 and September 30, 2018: Mr. Hagedorn, $38,595; Mr. Coleman, $16,301; Mr. Lukemire, $17,545; Ms. Stump, $10,982; and Mr. Smith, $9,651.

(3)

Reflects an $87,270 Company matching contributions made to the ERP as well as a $1.0 million Company SRA contribution, which consisted of monthly contributions of $83,333. A description of the SRA contribution is set forth in the section captioned “Elements of Executive Compensation — Retirement Plans and Deferred Compensation Benefits (long-term compensation element) — Executive Retirement Plan” within the CD&A.

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(4)

Reflects a $46,725 Company matching contribution made to the ERP as well as a $129,166 Company SRA contribution, which consisted of monthly contributions in the amount of $25,833 for the period beginning May 1, 2018 through September 30, 2018. A description of the SRA contribution is set forth in the section captioned “Elements of Executive Compensation — Retirement Plans and Deferred Compensation Benefits (long-term compensation element) — Executive Retirement Plan” within the CD&A.

(5)

Represents aggregate earnings for the 2018 fiscal year allocated to each NEO’s account in accordance with the ERP. Under the terms of the ERP, each participant has the right to elect investment funds against which amounts allocated to such participant’s account under the ERP will be benchmarked. The investment funds include a Company stock fund and mutual funds that are substantially consistent with the investment options available under the RSP. Because there are no preferential earnings, these amounts are not reflected in the Summary Compensation Table.

(6)

Includes amounts reported as compensation in the Summary Compensation Table for the 2017 and 2016 fiscal years as follows: (a) Mr. Hagedorn, $2,175,413; (b) Mr. Coleman, $126,425; (c) Mr. Lukemire, $71,941; (d) Ms. Stump, $569,427; and (e) Mr. Smith, $81,299. The aggregate balances shown for each of the NEOs is fully vested; however, the balance is generally not eligible for distribution for a minimum of six months following the date of termination.

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•	a continuation of base salary, in accordance with the Company’s normal payroll practices, for a period of 24 months after the date of termination (the “Severance Period”);

•	a bonus amount equal to two times the target bonus opportunity for the year in which the termination occurs that is payable in two equal installments on the first and second anniversary of termination, subject to the Participant’s continued compliance with any post-employment obligations to the Company; and

•	for a period of 24 months, an amount equal to the excess of the then-COBRA premium charged by the Company to terminated employees, over the premium charged to participants for the benefits in which they were enrolled at the effective date of termination (the “Benefits Offset Payment”).

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•	Continuation of base salary, in accordance with the Company’s normal payroll practices, for a period of twenty-four months;

•	A bonus multiple of two times the target bonus opportunity for the plan year in which the termination occurs, to be paid in two equal installments on the first and second anniversary of the termination effective date; and

•	A monthly payment equal to the excess of the then COBRA premium charged by the Company to terminated employees over the premium charged to active employees, for a period of up to twenty-four months.

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*	The Stump Retention Agreement provides for certain payments to Ms. Stump in the event of termination due to Disability or Retirement as described above.

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•	If awards are assumed, substituted or continued: Following an involuntary termination within 24 months after a change in control of the Company, any conditions on the employee’s rights under, or any restrictions on transfer or exercisability applicable to each replaced or continued award, will be waived or lapse as of the date of termination (i.e. “double trigger”),

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•	If awards are not substituted or continued:

◦

NSOs: Subsequent to the change in control (a) outstanding NSOs will be cancelled and the applicable NEO will receive cash in the amount of, or Common Shares having a fair value equal to, the difference between the change in control price per Common Share and the exercise price per Common Share associated with the cancelled NSO, or (b) the NEO exercises, with the permission of the Compensation Committee, the NEO’s outstanding NSOs within 15 days of the date of the change in control.

◦

RSUs: Subsequent to the change in control, RSUs will vest in full and all restrictions relating to such awards will lapse. The vested awards will be distributed in (i) a single lump sum cash payment within 30 days following such change in control based on the change in control price, or (ii) at the Compensation Committee’s discretion, in the form of whole Common Shares of the Company or shares of any successor company.

◦

PUs: Subsequent to the change in control, all service-based vesting criteria will be deemed to be satisfied and performance goals associated with outstanding awards will be deemed to have been met on the date of the change in control, all performance periods will be accelerated to the date of the change in control and all outstanding awards will be distributed in a single lump sum cash payment within 30 days following such change in control based on the change in control price.

◦

PFAs: In the event a change in control is triggered by a non-Hagedorn family third-party transaction, all service-based vesting criteria will be deemed to be satisfied and performance goals associated with outstanding awards will be determined based on actual performance as of the most recently completed fiscal year prior to the change in control, plus target performance for the remaining years of the performance period. The number of performance units achieved will be deemed to be fully vested and all earned awards will be distributed in a single lump sum cash payment within 30 days following such change in control based on the change in control price.

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(1)	Assumes all unvested NSOs, RSUs and PUs will be assumed or substituted in connection with the change in control.

(2)	Equity valuations are based on the $78.73 closing price of Common Shares on September 30, 2018.

(3)	Lump sum payment of cash severance benefit in an amount equal to three times the EIP payout for the 2016 fiscal year, the highest annual bonus paid in any of the three preceding years.

(4)	Since Mr. Hagedorn is retirement eligible, all unvested NSOs are subject to immediate vesting upon termination for any reason other than for Cause.

(5)	Since Mr. Hagedorn is retirement eligible, all RSUs are subject to immediate vesting upon termination for any reason other than for Cause. The vested RSUs are generally settled on the third anniversary of the grant date.

(6)	Since Mr. Hagedorn is retirement eligible, all deferred dividend equivalents associated with the unvested RSUs are subject to immediate vesting upon termination for any reason other than for Cause. The vested dividend equivalents are generally settled on the third anniversary of the grant date.

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(7)	Since Mr. Hagedorn is retirement eligible, the service-based vesting criteria is deemed to be satisfied in the event of termination for any reason other than for Cause and the deferred dividend equivalents associated with the unvested PUs are paid out on the third anniversary of the grant date to the extent the pre-defined performance criteria has already been achieved.

(8)	Since Mr. Hagedorn is retirement eligible, the service-based vesting criteria is deemed to be satisfied in the event of termination for any reason other than for Cause and the deferred dividend equivalents associated with the unvested PUs are paid out on the third anniversary of the grant date to the extent the pre-defined performance criteria has already been achieved.

(9)	Since Mr. Hagedorn is retirement eligible, reflects partial vesting of unvested PFAs, which are paid out at the end of the performance period to the extent the pre-defined performance criteria is achieved (reflects the probable payout based on accounting assumptions as of September 30, 2018).

(10)	Since Mr. Hagedorn is retirement eligible, reflects partial vesting of the deferred dividend equivalents associated with unvested PFAs, which are paid out at the end of the performance period to the extent the pre-defined performance criteria is achieved (reflects the probable payout based on account assumptions as of September 30, 2018).

(11)

Reflects immediate vesting and settlement of all unvested PFAs assuming the change in control is a result of a non-Hagedorn family third-party transaction and further assuming the pre-defined performance criteria is achieved (performance is estimated as of the end of the 2018 fiscal year using actual performance through FY18 plus target performance for the remaining years of the performance period). As of September 30, 2018, the PFAs included a gross-up provision that would provide an additional payment to mitigate the impact of any federal excise tax that may be triggered in connection with a change in control of the Company. However, we have determined that no such additional payment would have been required if the change in control had occurred on September 30, 2018. In December 2018, the Compensation Committee decided to remove this gross-up provision from the PFAs and has initiated action to amend each of the individual PFA award agreements prospectively to reflect that there will be no excise tax gross-up.

(12)	Reflects immediate vesting and settlement of all deferred dividend equivalents associated with unvested PFAs assuming the pre-defined performance criteria is achieved (performance is estimated as of the end of the 2018 fiscal year using actual performance through FY18 plus target performance for the remaining years of the performance period).

(13)	Lump sum payment equal to the equivalent monthly premiums to continue medical, disability and life insurance for a period of three years.

(14)	Reflects respective accrued benefits, which are fully vested as of September 30, 2018 (and are not further enhanced or accelerated as a result of the potential termination event).

(15)	Per the Hagedorn Severance Agreement, Mr. Hagedorn will receive non-compete payments totaling $3.6 million, payable in $100,000 monthly installments over the three-year period following an involuntary termination by the Company without Cause, or a voluntary termination by Mr. Hagedorn for Good Reason (subject to Mr. Hagedorn executing a Release Agreement as prescribed by the Company).

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(1)	Equity valuations are based on the $78.73 closing price of Common Shares on September 30, 2018.

(2)	Since Mr. Lukemire and Ms. Stump are retirement eligible, they are entitled to a lump sum pro-rata payout of the annual bonus under the EIP for the year of termination. This is in addition to any bonus amount payable under the Executive Severance Plan. The amount shown assumes that the EIP paid out at 100% of target.

(3)	Since Mr. Lukemire is retirement eligible, all unvested NSOs are subject to immediate vesting upon termination for any reason other than for Cause.

(4)	Since Mr. Lukemire and Ms. Stump are retirement eligible, all RSUs are subject to immediate vesting upon termination for any reason other than for Cause. The vested RSUs are generally settled on the third anniversary of the grant date.

(5)	Since Mr. Lukemire and Ms. Stump are retirement eligible, all deferred dividend equivalents associated with unvested RSUs are subject to immediate vesting upon termination for any reason other than for Cause. The vested dividend equivalents are generally settled on the third anniversary of the grant date.

(6)	Since Mr. Lukemire is retirement eligible, the service-based vesting criteria is deemed to be satisfied as of the third anniversary of the grant date in the event of termination for any reason other than for Cause, and the PUs are paid out to the extent the pre-defined performance criteria has already been achieved.

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(7)

Since Mr. Lukemire is retirement eligible, the service-based vesting criteria is deemed to be satisfied as of the third anniversary of the grant date in the event of termination for any reason other than Cause and the deferred dividend equivalents associated with unvested PUs are paid out on the third anniversary of the grant date to the extent the pre-defined performance criteria has already been achieved.

(8)	Since Mr. Lukemire and Ms. Stump are retirement eligible, reflects partial vesting of unvested PFAs to the extent the pre-defined performance criteria is achieved (which reflects probable payout based on accounting assumptions as of September 30, 2018).

(9)	Since Mr. Lukemire and Ms. Stump are retirement eligible, reflects partial vesting of the deferred dividend equivalents associated with unvested PFAs, which are paid out at the end of the performance period to the extent the pre-defined performance criteria is achieved (which reflects probable payout based on accounting assumptions as of September 30, 2018).

(10)	An amount equal to the excess of the current COBRA premium charged by the Company to terminated employees over the premium charged to active employees as of September 30, 2018; calculated for a period of 24 months.

(11)	Reflects respective accrued benefits, which are fully vested as of September 30, 2018 (and are not further enhanced or accelerated as a result of the potential termination event).

(1)	Equity valuations are based on the $78.73 closing price of Common Shares on September 30, 2018.

(2)	Reflects payments to Ms. Stump in the event of Disability as defined in the Stump Retention Agreement.

(3)	Lump sum payment in an amount equal to a prorated annual bonus award under the EIP for the year of termination, assuming the EIP paid out at 100% of target.

(4)	Reflects immediate vesting of all outstanding and unvested stock options.

(5)	Reflects immediate vesting and settlement of all unvested RSUs.

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(6)	Reflects immediate vesting and settlement of all deferred dividend equivalents associated with unvested RSUs.

(7)	Reflects immediate vesting of all unvested PUs (to the extent the pre-defined performance criteria has already been achieved).

(8)	Reflects immediate vesting of all deferred dividend equivalents associated with unvested PUs (to the extent the pre-defined performance criteria has already been achieved).

(9)	Reflects partial vesting of all unvested PFAs upon death or disability. For Mr. Coleman and Mr. Smith, performance criteria is deemed to be satisfied at the target level of performance and award is settled immediately. For Mr. Lukemire and Ms. Stump, based on their retirement eligibility, reflects the probable payout based on accounting assumptions as of September 30, 2018.

(10)

Reflects partial vesting of all deferred dividend equivalents associated with unvested PFAs. For Mr. Coleman and Mr. Smith, all performance criteria are deemed to be satisfied at the target level performance. For Mr. Lukemire and Ms. Stump, based on their retirement eligibility, reflects the probable payout based on accounting assumptions as of September 30, 2018. The deferred dividend equivalents are paid immediately.

(11)	Reflects respective account balances as of September 30, 2018, which are fully vested as of September 30, 2018 (and are not further enhanced or accelerated as a result of the potential termination event).

(1)	Equity valuations are based on the $78.73 closing price of Common Shares on September 30, 2018.

(2)	Reflects a lump sum pro-rata payout of the annual bonus under the EIP, assuming the EIP paid out at 100% of target.

(3)	Lump sum payment in an amount equal to two times the target annual bonus award.

(4)	Reflects immediate cancellation and settlement of all outstanding and unvested stock options.

(5)	Reflects immediate vesting and settlement of all unvested RSUs.

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(6)	Reflects immediate vesting and settlement of all deferred dividend equivalents associated with unvested RSUs.

(7)	Reflects immediate vesting and settlement of all unvested PUs. In the event of a change in control, all performance criteria and service-based vesting requirements are deemed to have been met on the date of the change in control.

(8)	Reflects immediate vesting and settlement of all deferred dividend equivalents associated with unvested PUs.

(9)

Reflects immediate vesting and settlement of all unvested PFAs (reflects estimated performance as of the end of the 2018 fiscal year using actual performance through FY18 plus target performance for the remaining years of the performance period). As of September 30, 2018, the PFAs included a gross-up provision that would provide an additional payment to mitigate the impact of any federal excise tax that may be triggered in connection with a change in control of the Company. However, we have determined that no such additional payment would have been required if the change in control had occurred on September 30, 2018. In December 2018, the Compensation Committee decided to remove this gross-up provision from the PFAs and has initiated action to amend each of the individual PFA award agreements prospectively to reflect that there will be no excise tax gross-up.

(10)	Reflects immediate vesting and settlement of all deferred dividend equivalents associated with unvested PFAs (reflects the estimated performance as of the end of the 2018 fiscal year using actual performance through FY18 plus target performance for the remaining years of the performance period).

(11)	An amount equal to the excess of the current COBRA premium charged by the Company to terminated employees over the premium charged to active employees as of September 30, 2018; calculated for a period of 24 months.

(12)	Reflects respective account balances as of September 30, 2018, which are fully vested as of September 30, 2018 (and are not further enhanced or accelerated as a result of the potential termination event).

(1)	Equity valuations are based on the $78.73 closing price of Common Shares on September 30, 2018.

(2)	Assumes unvested stock options will be assumed or substituted in connection with the change in control.

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(3)	Assumes unvested RSUs and PUs, and related dividend equivalents, will be assumed or substituted in connection with the change in control.

(4)

Reflects immediate vesting and settlement of all unvested PFAs assuming the change in control is a result of a non-Hagedorn family third-party transaction and further assuming the pre-defined performance criteria is achieved (performance is estimated as of the end of the 2018 fiscal year using actual performance through FY18 plus target performance for the remaining years of the performance period). As of September 30, 2018, the PFAs included a gross-up provision that would provide an additional payment to mitigate the impact of any federal excise tax that may be triggered in connection with a change in control of the Company. However, we have determined that no such additional payment would have been required if the change in control had occurred on September 30, 2018. In December 2018, the Compensation Committee decided to remove this gross-up provision from the PFAs and has initiated action to amend each of the individual PFA award agreements prospectively to reflect that there will be no excise tax gross-up.

(5)	Reflects immediate vesting and settlement of all deferred dividend equivalents associated with unvested PFAs assuming the pre-defined performance criteria is achieved (performance is estimated as of the end of the 2018 fiscal year using actual performance through FY18 plus target performance for the remaining years of the performance period).

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•

Performance-Based Pay: Consistent with our pay-for-performance philosophy, approximately 75% of the annual total direct compensation opportunity for our CEO was delivered in the form of variable pay tied to financial performance. For the other NEOs, an average of 68% of their target annual compensation opportunity was delivered in the form of variable pay tied to financial performance. The percentage of total performance-based pay realized by our NEOs has the potential to be considerably higher in the future due to the impact of the performance multiplier incorporated into the design of the PFAs that were granted to our NEOs during the 2017 fiscal year. The front-loaded PFAs are designed to reward our NEOs for achieving the performance goals set forth in the Company’s strategic plan (referred to as “Project Focus”) during the 2017 to 2021 fiscal years performance period.

•	No Employment Agreements: The Company no longer maintains employment agreements with any of the NEOs. Severance benefits for our CEO are provided under a separate severance agreement, and severance benefits for all other NEOs are provided under an executive severance plan.

•	Limited Executive Perquisites: The Company does not offer certain cash-based executive perquisites, such as car allowances and financial planning services.

•	Double-Trigger Change in Control Provisions: Our plans include “double-trigger” change in control provisions, which provide for vesting upon involuntary termination of employment within 24 months after a change in control if equity-based awards are assumed or substituted in the transaction or if equity-based awards otherwise continue in effect after the transaction.

•

Clawback Provisions: All of our equity-based awards and annual incentive awards include provisions designed to recoup such awards if the recipient violates the noncompetition covenant or engages in certain conduct detrimental to the Company. In addition, our Executive Compensation Recovery Policy allows the Company to recover annual incentive award payments and equity award distributions in the event of a required accounting restatement due to material non-compliance with any applicable financial reporting requirement.

•	Significant Stock Ownership: Each of our NEOs is expected to maintain a significant amount of his or her accumulated wealth in the form of Common Shares. The ownership guidelines are 10 times base salary for our CEO, 5 times base salary for our COO and 3 times base salary for all other NEOs.

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•	Independent Consultants: Our Compensation Committee engages an independent consultant to advise it with respect to executive compensation levels and practices. The consultant provides no services to management and had no prior relationship with any of our NEOs.

•	Compensation Risk Assessment: The Company conducted an annual review of its compensation programs for the 2018 fiscal year and concluded that the compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

•

Independent Compensation Committee: Each member of our Compensation Committee satisfies the applicable independence requirements set forth in the NYSE Rules and under Rule 10C-1 promulgated by the SEC under the Exchange Act. Each member of our Compensation Committee also qualifies as an outside director for purposes of IRC § 162(m) and as a non-employee director for purposes of Rule 16b-3 under the Exchange Act.

•

Insider Trading Policy; Anti-Hedging Policy: Our Insider Trading Policy prohibits all Company employees, including our NEOs and members of the Board, from engaging in certain hedging transactions relating to Company securities held by them, including short sales, the purchase of puts, calls or listed options and hedging transactions such as prepaid variable forwards, equity swaps, caps, collars and exchange funds.

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•	Audits of the Company’s financial statements required by law, the SEC, lenders, statutory requirements, regulators and others.

•	Consents, comfort letters, reviews of registration statements and similar services that incorporate or include financial statements of the Company.

•	Employee benefit plan audits.

•	Tax compliance and related support for any tax returns filed by the Company.

•	Tax planning and support.

•	Merger and acquisition due diligence services.

•	Internal control reviews.

•	Program and subscription services, including educational programs and seminars, webcasts/podcasts, database subscriptions, research reports, surveys and similar or related tools and services.

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•	ordinary course transactions not exceeding $120,000;

•

executive officer compensation arrangements, provided that (a) the related compensation is required to be reported in the Company’s proxy statement pursuant to the compensation disclosure requirements of the SEC, or (b) the executive officer is not an immediate family member of another executive officer or director of the Company, the related compensation would have been reported in the Company’s proxy statement pursuant to the compensation disclosure requirements of the SEC if the executive officer was a “NEO,” and the Compensation Committee approved the compensation;

•	director compensation arrangements approved by the Board, provided that the related compensation is required to be reported in the Company’s proxy statement pursuant to the compensation disclosure requirements of the SEC;

•	transactions with other companies where the related person’s interest is solely as an employee (other than an executive officer), a director or less than 10% owner of the other company, if the aggregate amount is less than $1.0 million or 2% of the other company’s total annual revenues;

•	charitable contributions where the related person’s only relationship to the charitable organization, foundation or university is as an employee (other than an executive officer) or a director, if the aggregate amount is less than $1.0 million or 2% of the charitable organization’s total annual receipts;

•	transactions where the related person’s interest arises solely from the ownership of Common Shares and all shareholders receive a proportional benefit (e.g., dividends);

•	transactions involving competitive bids;

•	regulated transactions; and

•	certain banking-related services.

•	the Long-Term Incentive Plan;

•	the Discounted Stock Purchase Plan; and

•	the ERP.

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(1)

Includes 1,217,092 Common Shares issuable upon exercise of NSOs granted under the Long-Term Incentive Plan (804,941 of which are fully vested as of September 30, 2018); 403,440 Common Shares issuable upon vesting of RSUs and DSUs granted under the Long-Term Incentive Plan (53,527 of which are fully vested as of September 30, 2018); 292,254 Common Shares representing the target number of PUs and 474,303 Common Shares representing the target number of PFAs granted under the Long-Term Incentive Plan (assuming the underlying performance criteria applicable to the PUs and PFAs will be achieved at the target level of performance). As of September 30, 2018, 234,434 PUs and 474,303 PFAs remain subject to future performance goals.

(2)	Represents the weighted-average exercise price of outstanding NSOs granted under the Long-Term Incentive Plan. The weighted-average exercise price does not take the RSUs and PUs into account.

(3)

Includes 3,625,268 Common Shares authorized and remaining available for issuance under the Long-Term Incentive Plan. This amount may be reduced proportionate to the maximum amount of Common Shares that may be paid out if the PUs and PFAs achieve a payout above target level as discussed in note (1) above. It also includes 281,371 Common Shares remaining available for issuance under the Discounted Stock Purchase Plan.

(4)

As of September 30, 2018, the Company is holding 123,135 Common Shares which were credited to the respective bookkeeping accounts of participants in the ERP. This number has been rounded to the nearest whole Common Share. Such shares were acquired by the Company at fair value in the open market, based on a participant directed election to designate a portion of its respective salary and bonus deferrals as Supplemental Retirement Account contributions to be invested in shares of the Company and distributed to the participant at the applicable distribution date(s). The shares, which are held in a trust account for the benefit of the participant, are already included as part of the Company’s issued and outstanding share balance as of September 30, 2018.

(5)

Since the Common Shares held in the ERP are acquired by the plan as market shares, the ERP does not provide for a specified limit on the number of Common Shares that may be credited to participants’ bookkeeping accounts. Please see the description of the ERP in the section captioned “Elements of Executive Compensation — Retirement Plans and Deferred Compensation Benefits (long-term compensation element)” within the CD&A. Participant account balances in the ERP may be credited to one or more benchmark investment funds, including a Company stock fund and mutual fund investments, which are substantially consistent with the investment options permitted under the RSP. The amount credited to the benchmark Company stock fund is recorded as Common Shares. The weighted-average price of amounts credited to the benchmark Company stock fund within participants’ bookkeeping accounts under the ERP is not readily calculable. The amount credited to one of the benchmark mutual fund investments is recorded as mutual fund shares.

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(1)	Unless otherwise indicated, the beneficial owner has sole voting and dispositive power as to all Common Shares reflected in the table. All fractional Common Shares have been rounded to the nearest whole Common Share. The mailing address of each of the current executive officers and directors of the Company is 14111 Scottslawn Road, Marysville, Ohio 43041.

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(2)

Common Share Equivalents Presently Held figures include: (a) Common Shares represented by amounts credited to the benchmark Company stock fund within the NEO’s bookkeeping account under the ERP; (b) Common Shares subject to RSUs granted to executive officers under the Long-Term Incentive Plan; and (c) Common Shares subject to DSUs granted to directors (together with related dividend equivalents) under the Long-Term Incentive Plan, in each case to the extent such Common Shares may be acquired within 60 days of November 30, 2018. The individual has no voting or dispositive power with respect to the Common Shares attributable to the individual’s bookkeeping account under the ERP or the Common Shares subject to RSUs or DSUs.

(3)	Amounts represent Common Shares that can be acquired upon the exercise of options that are currently exercisable or will first become exercisable within 60 days of November 30, 2018.

(4)	Individual named in the Summary Compensation Table.

(5)	Represents Common Shares that are the subject of PUs granted to Mr. Coleman, which remain subject to vesting and/or settlement provisions.

(6)	Does not include: (a) a target amount of 48,936 Common Shares that are the subject of PFAs granted to Mr. Coleman; and (b) 14,175 Common Shares that are the subject of RSUs, all of which remain subject to vesting and/or settlement provisions.

(7)	Does not include 1,535 Common Shares that are the subject of DSUs.

(8)	Represents the aggregate of: (a) 7,500 Common Shares held by Mr. Finn directly; and (b) 4,846 Common Shares held in one or more family trusts.

(9)	Represents Common Shares that are the subject of DSUs granted to Mr. Finn, including DSUs granted to Mr. Finn in connection with his election to defer 100% of his cash retainer for services as a director, which remain subject to vesting and/or settlement provisions.

(10)	Does not include 2,085 Common Shares that are the subject of DSUs.

(11)

Mr. Hagedorn is a general partner of Hagedorn Partnership, L.P. (the “Hagedorn Partnership”), and has shared voting power with respect to the Common Shares held by the Hagedorn Partnership and sole investment power with respect to 1,864,791 of such Common Shares. See note (46) below for additional disclosures regarding the Hagedorn Partnership. Includes, in addition to those Common Shares described in note (46) below, (a) 45,254 Common Shares that are allocated to his account and held by the trustee under the RSP; and (b) 8,826 Common Shares held in a custodial account under the Discounted Stock Purchase Plan.

(12)	Represents the aggregate of: (a) 107,486 Common Shares credited to the benchmark Company stock fund within Mr. Hagedorn’s bookkeeping account under the ERP; and (b) 33,344 Common Shares that are the subject of PUs granted to Mr. Hagedorn, which remain subject to vesting and/or settlement provisions.

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(13)	Because Mr. Hagedorn is retirement eligible, all NSOs are subject to accelerated vesting should he retire prior to the normal vesting dates.

(14)

Does not include the aggregate of: (a) a target amount of 172,403 Common Shares that are the subject of PFAs granted to Mr. Hagedorn; and (b) 49,939 Common Shares that are the subject of RSUs. Because Mr. Hagedorn is retirement eligible, all PUs and RSUs are subject to accelerated vesting and all PFAs are subject to partial vesting, should he retire prior to the normal vesting dates. However, both the PUs and the PFAs remain subject to the performance criteria.

(15)	Represents Common Shares that are the subject of DSUs granted to Mr. Hanft, including DSUs granted to Mr. Hanft in connection with his election to defer 50% of his cash retainer for services as a director, which remain subject to vesting and/or settlement provisions.

(16)	Does not include the aggregate of: (a) 4,505 Common Shares that are the subject of RSUs; and (b) 2,085 Common Shares that are the subject of DSUs.

(17)	Represents 254,602 Common Shares held by Cascade Range Investments, LLC, an entity Mr. Hargreaves owns and/or controls.

(18)	Does not include 978 Common Shares that are the subject of DSUs.

(19)	Represents Common Shares that are the subject of DSUs granted to Mr. Johnson, including DSUs granted to Mr. Johnson in connection with his election to defer 25% of his cash retainer for services as a director, which remain subject to vesting and/or settlement provisions.

(20)	Does not include 2,085 Common Shares that are the subject of DSUs.

(21)	Represents Common Shares that are the subject of DSUs granted to Mr. Kelly, which remain subject to vesting and/or settlement provisions.

(22)	Does not include 2,085 Common Shares that are the subject of DSUs.

(23)	Ms. Littlefield is a general partner of the Hagedorn Partnership and has shared voting power with respect to the Common Shares held by the Hagedorn Partnership and sole investment power with respect to 2,754,984 of such Common Shares. See note (46) below for additional disclosures regarding the Hagedorn Partnership.

(24)	Represents Common Shares that are the subject of DSUs granted to Ms. Littlefield, which remain subject to vesting and/or settlement provisions.

(25)	Does not include 2,085 Common Shares that are the subject of DSUs.

(26)	Represents Common Shares that are allocated to Mr. Lukemire’s account and held by the trustee under the RSP.

(27)	Represents Common Shares that are the subject of PUs granted to Mr. Lukemire, which remain subject to vesting and/or settlement provisions.

(28)	Because Mr. Lukemire is retirement eligible, all NSOs are subject to accelerated vesting should he retire prior to the normal vesting dates.

(29)

Does not include the aggregate of: (a) a target amount of 60,229 Common Shares that are the subject of PFAs granted to Mr. Lukemire; and (b) 23,989 Common Shares that are the subject of RSUs. Because Mr. Lukemire is retirement eligible, all PUs and RSUs are subject to accelerated vesting and all PFAs are subject to partial vesting, should he retire prior to the normal vesting dates. However, both the PUs and the PFAs remain subject to the performance criteria.

(30)	Represents Common Shares that are the subject of DSUs granted to Mr. McCann, which remain subject to vesting and/or settlement provisions.

(31)	Does not include 2,085 Common Shares that are the subject of DSUs.

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(32)	Represents Common Shares that are the subject of DSUs granted to Ms. Mistretta, which remain subject to vesting and/or settlement provisions.

(33)	Does not include 2,085 Common Shares that are the subject of DSUs.

(34)	Represents Common Shares that are the subject of DSUs granted to Mr. Shumlin, including DSUs granted to Mr. Shumlin in connection with his election to defer 100% of his cash retainer for services as a director, which remain subject to vesting and/or settlement provisions.

(35)	Does not include 2,085 Common Shares that are the subject of DSUs.

(36)	Represents the aggregate of: (a) 11,603 Common Shares held by Mr. Smith directly; and (b) 599 Common Shares held in a custodial account under the Discounted Stock Purchase Plan.

(37)	Represents Common Shares that are the subject of PUs granted to Mr. Smith, which remain subject to vesting and/or settlement provisions.

(38)	Does not include: (a) a target amount of 21,833 Common Shares that are the subject of PFAs granted to Mr. Smith; and (b) 6,546 Common Shares that are the subject of RSUs, all of which remain subject to vesting and/or settlement provisions.

(39)	Represents the aggregate of: (a) 3,243 Common Shares held by Ms. Stump directly; and (b) 2,199 Common Shares held in a custodial account under the Discounted Stock Purchase Plan.

(40)	Represents the aggregate of: (a) 7,013 Common Shares credited to the benchmark Company stock fund within Ms. Stump’s bookkeeping account under the ERP; and (b) 4,514 Common Shares that are the subject of RSUs.

(41)	Because Ms. Stump is retirement eligible, all NSOs are subject to accelerated vesting should she retire prior to the normal vesting dates.

(42)

Does not include the aggregate of: (a) a target amount of 23,339 Common Shares that are the subject of PFAs granted to Ms. Stump; and (b) 6,762 Common Shares that are the subject of RSUs. Because Ms. Stump is retirement eligible, all RSUs are subject to accelerated vesting and all PFAs are subject to partial vesting, should she retire prior to the normal vesting dates. However, the PFAs remain subject to the performance criteria.

(43)	Represents Common Shares that are the subject of DSUs, granted to General Vines which remain subject to vesting and/or settlement provisions.

(44)	Does not include 2,479 Common Shares that are the subject of DSUs.

(45)	Does not include 454,328 Common Shares which remain subject to vesting and/or settlement provisions.

(46)

The Hagedorn Partnership is the record owner of 15,625,196 Common Shares. Of those Common Shares, 2,000,000 are pledged as security for a line of credit with a bank. James Hagedorn, Katherine Hagedorn Littlefield, Paul Hagedorn, Peter Hagedorn, Robert Hagedorn and Susan Hagedorn are siblings, general partners of the Hagedorn Partnership and former shareholders of Stern’s Miracle-Gro Products, Inc. (“Miracle-Gro Products”). The general partners (a) share voting power with respect to the Common Shares held by the Hagedorn Partnership and (b) have, respectively, sole investment power with respect to the Common Shares held in the applicable general partner’s account at the Hagedorn Partnership. James Hagedorn and Katherine Hagedorn Littlefield are directors of the Company. Community Funds, Inc., a New York not-for-profit corporation (“Community Funds”), is a limited partner of the Hagedorn Partnership.

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(47)	All information presented in this table regarding The Vanguard Group (“Vanguard”) was derived from the Schedule 13G (the “Vanguard Schedule 13G”), filed by Vanguard with the SEC on February 17, 2018 to report beneficial ownership of the Company’s Common Shares as of December 31, 2017.

(48)	In the Vanguard Schedule 13G, Vanguard reported sole voting power with respect to 23,344 Common Shares, shared voting power with respect to 5,729 Common Shares, sole dispositive power with respect to 3,837,976 Common Shares and shared dispositive power with respect to 25,702 Common Shares.

(49)	All information presented in this table regarding FMR LLC/Abigail P. Johnson (“FMR”) was derived from the Schedule 13G (the “FMR Schedule 13G”), filed by FMR with the SEC on February 13, 2018 to report beneficial ownership of the Company’s Common Shares as of December 31, 2017.

(50)	In the FMR Schedule 13G, FMR reported sole voting power with respect to 1,181,498 Common Shares and sole dispositive power with respect to 3,636,836 Common Shares.

(51)	All information presented in this table regarding BlackRock, Inc. (“BlackRock”) was derived from the Schedule 13G/A (the “BlackRock Schedule 13G”), filed by BlackRock with the SEC on January 23, 2018 to report beneficial ownership of the Company’s Common Shares as of December 31, 2017.

(52)	In the BlackRock Schedule 13G, BlackRock reported sole voting power with respect to 3,385,589 Common Shares and sole dispositive power with respect to 3,546,354 Common Shares.

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