CENTRAL GARDEN & PET COMPANY

1340 Treat Blvd., Suite 600

Walnut Creek, California 94597

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Tuesday, February 9, 2016,13, 2018, 10:30 A.M.

TOTHE STOCKHOLDERS:

The Annual Meeting of Stockholders of Central Garden & Pet Company will be held at the RENAISSANCE CLUBSPORT HOTEL, 2805 Jones Road,EMBASSY SUITES WALNUT CREEK, 1345 Treat Boulevard, Walnut Creek, California 94597, on Tuesday, February 9, 2016,13, 2018, at 10:30 A.M. for the following purposes:

Only holders of record of Common Stock and Class B Stock on the books of the Company as of 5:00 P.M., December 14, 2015,15, 2017, will be entitled to vote at the meeting and any adjournment thereof. Holders of Class A Common Stock are welcome to attend and participate in this meeting. A complete list of the Company’s stockholders entitled to vote at the meeting will be available for examination by any stockholder for ten days prior to the meeting during normal business hours at the Company’s principal executive offices at 1340 Treat Blvd., Suite 600, Walnut Creek, California.

Except for those stockholders who have already requested printed copies of the Company’s proxy materials, the Company is furnishing proxy materials for this annual meeting to stockholders through the Internet. On or about December 29, 2015,22, 2017, the Company mailed to stockholders on the record date a Notice of Internet Availability of Proxy Materials (the “Notice”). Certain stockholders who previously requested email notice in lieu of mail received the Notice by email. If a stockholder received a Notice by mail or email, that stockholder will not receive a printed copy of the proxy materials unless such stockholder specifically requests one. Instead, the Notice instructs stockholders on how to access and review all of the important information contained in the Proxy Statement and in the Company’s Annual Report on Form10-K for the fiscal year ended September 26, 201530, 2017 (which the Company posted on the Internet on December 29, 2015)22, 2017), as well as how to submit proxies over the Internet. The Company believes that mailing or emailing the Notice and posting other materials on the Internet allow it to provide stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. If a stockholder received the Notice and would still like to receive a printed copy of the proxy materials, such stockholder may request a printed copy of the proxy materials by any of the following methods: through the Internet at www.proxyvote.com; by telephone at1-800-579-1639; or by sending an email to sendmaterial@proxyvote.com for holders of Common Stock and Class B Stock, or www.materialnotice.com for holders of Class A Common Stock.sendmaterial@proxyvote.com.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible in accordance with the instructions provided to you to ensure that your vote is counted at the annual meeting.

Dated: December 29, 201522, 2017

CENTRAL GARDEN & PET COMPANY

1340 Treat Blvd., Suite 600

Walnut Creek, California 94597

PROXY STATEMENT

The Board of Directors of Central Garden & Pet Company (the “Company”) is soliciting proxies to be used at the Annual Meeting of Stockholders on February 9, 201613, 2018 (the “Annual Meeting”), for the purposes set forth in the foregoing notice. This proxy statement and, in the case of holders of Common Stock and Class B Stock, the form of proxy were first sent to stockholders on or about December 29, 2015.22, 2017. Holders of Class A Common Stock will receive this proxy statement but will not be entitled to vote at the Annual Meeting of Stockholders or any adjournment thereof.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has elected to provide access to proxy materials (consisting of the Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form10-K for the fiscal year ended September 26, 2015, as filed with30, 2017) by posting them on the SECInternet on December 29, 2015), over the Internet.22, 2017. Therefore, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to its stockholders. Starting on the date of distribution of the Notice, all stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request printed copies may be found in the Notice. If a Class B or Common stockholder requests printed versions of the proxy materials by mail, the materials will also include a proxy card or other voting instruction form.

If a Class B or Common stockholder holds shares in its own name as a stockholder of record, such Class B or Common stockholder may vote shares either in person at the meeting or by proxy. To vote in person, Class B or Common stockholders should bring a form of identification, such as a valid driver’s license or passport, and proof that they were a stockholder as of December 14, 2015,15, 2017, and the Company will provide a ballot when such stockholders arrive. To vote by proxy, Class B or Common stockholders should vote in one of the following ways:

Voting by proxy will not affect the right of Class B or Common stockholders to vote shares if they attend the Annual Meeting and want to vote in person—by voting in person such Class B or Common stockholders automatically revoke their proxy. Class B or Common stockholders may also revoke a proxy at any time before the applicable voting deadline by giving the Company’s Secretary written notice of revocation, by submitting a later-dated proxy card or by voting again using the telephone or Internet (the latest telephone or Internet proxy is the one that will be counted).

If you vote by proxy, the individuals named as proxyholders will vote the shares as instructed. If a Class B or Common stockholder votes shares over the telephone, such Class B or Common stockholder must select a voting option (“For” or “Withhold” (for directors) and “For,” “Against” or “Abstain” (for Proposal Two)Proposals Two and Three)) in order for the proxy to be counted on that matter. If a Class B or Common stockholder validly votes

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shares over the Internet or by mail but does not provide any voting instructions, the individuals named as proxyholders will

vote such shares FOR the election of the nominees for director, FOR the amendment of the Certificate of Incorporation to increase the number of shares of Class A Common Stock authorized for issuance thereunder and FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 24, 2016.29, 2018.

If shares are registered in street name, Class B or Common stockholders must vote shares in the manner prescribed by the broker, bank or other nominee. In most instances, a Class B or Common stockholder can do this over the telephone or Internet, or if a Class B or Common stockholder has received or requested a hard copy of the proxy statement and accompanying voting instruction form, the Class B or Common stockholder may mark, sign, date and mail the voting instruction form in the envelope the broker, bank or other nominee provides. The materials that were sent to Class B or Common stockholders have specific instructions for how to submit votes and the deadline for doing so. If a Class B or Common stockholder would like to revoke its proxy, such Class B or Common stockholder must follow the broker, bank or other nominee’s instructions on how to do so. If a Class B or Common stockholder wishes to vote in person at the Annual Meeting, such Class B or Common stockholder must obtain a legal proxy from the broker, bank or other nominee holding the shares.

VOTING SECURITIES

Only stockholders of record of Common Stock and Class B Stock on the books of the Company as of 5:00 P.M., December 14, 2015,15, 2017, will be entitled to vote at the Annual Meeting.

As of the close of business on December 14, 2015,15, 2017, there were outstanding 11,908,31712,160,023 shares of Common Stock of the Company, entitled to one vote per share, and 1,652,262 shares of Class B Stock of the Company, entitled to the lesser of ten votes per share or 49% of the total votes cast. There were also outstanding 36,588,68338,023,898 shares of Class A Common Stock, which generally have no voting rights unless otherwise required by Delaware law. Holders of Common Stock and Class B Stock will vote together on all matters presented to the stockholders for their vote or approval at the meeting.

The holders of a majority of the shares of Common Stock and Class B Stock of the Company entitled to vote, present in person or by proxy, will constitute a quorum for the transaction of business at the Annual Meeting or any adjournment thereof. Votes cast by proxy or in person at the Annual Meeting will be tabulated by the election inspector appointed for the meeting and will determine whether or not a quorum is present. The election inspector will treat abstentions and brokernon-votes as shares that are present and entitled to vote for purposes of determining the presence of a quorum but as unvoted for purposes of determining the approval of any matter submitted to the stockholders for a vote. Under the General Corporation Law of the State of Delaware, stockholders are not entitled to dissenter’s rights with respect to any matter to be considered and voted on at the Annual Meeting, and we will not independently provide stockholders with any such right.

With regard to the election of directors, votes may be cast “For” or “Withhold” for each nominee; votes that are withheld will be excluded entirely from the vote and will have no effect. The directors will be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. As a result, if you withhold your authority to vote for any nominee, your vote will not count for or against the nominee, nor will a broker “non-vote”“non-vote” affect the outcome of the election.

Proposal Two to amend the Company’s Certificate of Incorporation requires the approval of a majority of the outstanding shares of Common Stock and Class B Stock, voting together as a class. Accordingly, abstentions on the proposal to amend the Company’s Certificate of Incorporation will have the effect of a negative vote on this proposal. If a broker indicates on the proxy that it does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter. Therefore, a brokernon-vote will have the same effect as a vote against the proposal to amend the Company’s Certificate of Incorporation, which requires the approval of a majority of the outstanding shares of common stock and Class B Stock voting together as a class.

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The other matters submitted for stockholder approval at the Annual Meeting will be decided by the affirmative vote of a majority of the shares present, in person or by proxy, at the Annual Meeting and entitled to vote on the subject matter. Abstentions are included in the determination of shares present for quorum purposes.

If a stockholder’s shares are held in street name and the stockholder does not instruct his or her broker how to vote the shares, the brokerage firm, in its discretion, may either leave the shares unvoted or vote the shares on routine matters. The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year should be treated as a routine matter. To the extent a stockholder’s brokerage firm votes shares on the stockholder’s behalf on that proposal, the shares also will be counted as present for the purpose of determining a quorum.

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In order to reduce printing and postage costs for stockholders who request a printed copy of the proxy materials, only one Annual Report and one Proxy Statement will be mailed to multiple stockholders who request a printed copy of the proxy materials sharing an address unless we receive contrary instructions from one or more of the stockholders sharing an address. This practice is commonly referred to as “householding.” If your household has received only one Annual Report and one Proxy Statement, we will promptly deliver promptly a separate copy of the Annual Report and the Proxy Statement to any stockholder who sends a written request to Investor Relations at our executive offices, which are located at 1340 Treat Blvd., Suite 600, Walnut Creek, California 94597, or calls (925)948-4000 and requests such a delivery. If your household is receiving multiple copies of our annual reports or proxy statements and you wish to request delivery of a single copy, you may send a written request to our executive offices at 1340 Treat Blvd., Suite 600, Walnut Creek, California 94597, or call (925)948-4000 with such a request.

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PROPOSAL ONE

ELECTION OF DIRECTORS

The persons named below are nominees for director to serve until the next annual meeting of stockholders and until their successors shall have been elected. The nominees are all members of the present Board of Directors. In the absence of instructions to the contrary, shares represented by proxy will be voted for the election of all such nominees to the Board of Directors. If any nominee is unable or unwilling to be a candidate for the office of director at the date of the Annual Meeting, or any adjournment thereof, the proxies will vote for such substitute nominee as shall be designated by the proxies. Management has no reason to believe that any of the nominees will be unable or unwilling to serve if elected. Set forth below is certain information concerning the nominees which is based on data furnished by them.

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5

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Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES LISTED ABOVE.

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FURTHER INFORMATION CONCERNING

THE BOARD OF DIRECTORS

Board Independence

Upon consideration of the criteria and requirements regarding director independence set forth in NASDAQ Rule 5605, the Board of Directors has determined that each of Messrs. Balousek, Colligan, PiergalliniEdwards and RoethWoeber and Ms. Springer meet the standards of independence established by the NASDAQ.

Board Leadership Structure

Under our current leadership structure, the Company has separated the roles of Chairman and Chief Executive Officer. Mr. Brown has served as Chairman since founding the Company in 1980, and Mr. RanelliRoeth has served as Chief Executive Officer since February 2013.June 2016. The Board determined that separating the roles was appropriate given the differences between the two roles as they are presently defined. The Chief Executive Officer is responsible for setting our strategic directionoperating strategy and for ourday-to-day leadership and performance, while the Chairman provides guidance to the Chief Executive Officer and leads the Board. In addition, because Mr. Brown is not “independent” within the meaning of the NASDAQ listing standards, the Board has selected a director who is independent to serve as the “lead independent director.” Mr. Brown is currently on a leave of absence, and Mr. Balousek, our lead independent director, is serving as Interim Chairman.

The Board believes in the importance of independent oversight, which it seeks to ensure through a variety of means, including:

The Board believes that the separated role of Chairman and Chief Executive Officer, together with the significant responsibilities of the Company’s lead independent director and other independent directors described above, providesprovide an appropriate balance between leadership and independent oversight.

Committees of the Board

The Company has twofour standing committees: an Audit, CommitteeCompensation, Investment and a Compensation Committee.Target Setting. The Company also has two other committees which are not standing committees, butBoard does not have a nominating committee or a committee performing the functions of a nominating committee. The entire Board fulfills the function of the nominating committee.

Audit Committee

During fiscal 2015,2017, the members of the Audit Committee were Messrs. PiergalliniColligan (Chairman), Balousek and Colligan. Mr. Chichester served as a member of the Audit Committee until August 2015 when he was appointed Acting Chief Financial Officer beginning in September 2015. In October 2015, Mr. Balousek resigned from the Audit CommitteePiergallini and Ms. Springer joined the Audit Committee.Springer. The Company’s Board of Directors has

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determined that Mr. Colligan qualifies as an audit committee financial expert as set forth in Section 407(d)(5) ofRegulation S-K promulgated by the SEC and he is independent as such term is defined in the NASDAQ Rules. The functions performed by the Audit Committee include:

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The Board of Directors has adopted a written Audit Committee charter. The charter is available on the Company’s website atwww.central.com. www.central.com. The Audit Committee held 10nine meetings during fiscal 2015.2017.

Compensation Committee

During fiscal 2015,2017, the members of the Compensation Committee were Messrs. Balousek (Chairman) and Piergallini.Piergallini and Ms. Springer. The functions performed by the Compensation Committee include:

The Board of Directors has adopted a written Compensation Committee charter. The charter is available on the Company’s website atwww.central.com. The Compensation Committee held 2114 meetings during fiscal 2015.2017.

The Compensation Discussion and Analysis included in this proxy statement includes additional information regarding the Compensation Committee’s processes and procedures for considering and determining executive officer compensation.

Investment Committee

In February 2017, the Board created the Investment Committee and designated Messrs. Brown (Chairman), Woeber, Colligan, Pennington and Ranelli to serve as members. The functions performed by the Investment Committee include:

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The Investment Committee held four meetings during fiscal 2017.

Other CommitteesTarget Setting Committee

In addition to its two standing committees,February 2017, the Board established two additional committees during fiscal 2015 to address two specific issues whichcreated the Board believed required special attention.

In May 2015, the Board established an informal working group consisting ofTarget Setting Committee and designated Messrs. Colligan,Brown and Pennington and Roeth to develop a succession plan for senior management and work with management to further develop and better articulate the Company’s strategic vision for the future. This informal working group became the Strategy Committee. During the last four months of fiscal 2015, one or more members of the Strategy Committee held numerous informal meetings with management.

In light of the planned retirement of our Chief Executive Officer, the Board of Directors established a Succession Committee in October 2015 for the purpose of recruiting senior executives for the Company and assisting in the identification, training and development of internal talent. The members of the Succession Committee are Messrs. Balousek, Ranelli, Colligan, Pennington and Roeth and Ms. Springer to serve as members. The function performed by the Target Setting Committee is to work with the operating management to align to financial targets for them to develop business plans against for the next fiscal year, and Mr. Balousek serves as it chairman.collaborate and develop with management, the Company’s Strategic and5-Year Operating Plan.

The Target Setting Committee held four meetings during fiscal 2017.

Compensation Committee Interlocks and Insider Participation

Messrs. Balousek and Piergallini and Ms. Springer served as members of the Compensation Committee during fiscal 2015.2017. They have no relationship with the Company other than as directors and stockholders. During fiscal 2015,2017, no executive officer of the Company served as a director, or as a member of any compensation committee, of any otherfor-profit entity that had an executive officer that served on the Board of Directors or Compensation Committee of the Company.

Attendance at Meetings

During fiscal 2015,2017, there were 1510 meetings of the Board of Directors. No members of the Board of Directors attended fewer than seventy-five percent of the meetings of the Board of Directors and all committees of the Board on which they served, other than Mr. Brown,Piergallini, who attended less than seventy-five percent of meetings of the Board of Directors and the committees on which he is serving due to a home accident in early 2015.illness. The Company encourages, but does not require, the members of its Board of Directors to attend its annual meeting of stockholders. All members of the Board, who were members at the time, attended the 20152017 Annual Meeting of Stockholders, other than Mr. Brown.Stockholders.

Stockholder Communications with Directors

The Board of Directors welcomes communications from the Company’s stockholders. Stockholders may send communications to the Board, or to any director in particular, c/o Central Garden & Pet Company, 1340 Treat Blvd., Suite 600, Walnut Creek, California 94597. Any correspondence addressed to the Board or to any director in care of the Company’s offices is forwarded by the Company to the addressee without review by management.

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The Board’s Role in Risk Oversight

The Company faces a number of risks, including operational, economic, financial, legal, regulatory and competitive. The Company’s management is responsible for theday-to-day management of the risks faced by the Company. While the Board, as a whole, has ultimate responsibility for the oversight of risk management, it administers its risk oversight role in part through the Board committee structure, with the Audit Committee and Compensation Committee responsible for monitoring and reporting on the material risks associated with their subject matter areas.

The Board’s role in the Company’s risk oversight process includes receiving regular reports from members of senior management on areas of material risk to the Company, including operational, economic, financial,

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legal, regulatory and competitive risks. The full Board (or the appropriate committee in the case of risks that are reviewed by a particular committee) receives these reports from those responsible for the relevant risk to enable it to understand the Company’s risk exposures and the steps that management has taken to monitor and control these exposures. When a committee receives the report, the Chairman of the relevant committee typically provides a summary to the full Board at the next Board meeting. This process helps the Board and its committees to coordinate the risk oversight role. The Audit Committee assists the Board in oversight and monitoring of principal risk exposures related to financial statements, legal, regulatory and other matters, as well as related mitigation efforts. The Compensation Committee assesses, at least annually, the risks associated with the Company’s compensation policies.

Compensation of Directors

Members of the Board of Directors who are not employees of the Company receivereceived directors’ fees consisting of $35,000$60,000 per year and $1,500 for each Board meeting attended in person. The chairs of the Audit Committee and Compensation Committee each receive additional annual retainer fees of $15,000, and the lead independent director receives an additional retainer fee of $25,000.$35,000. Directors who are not employees of the Company who attend meetings of any of the Audit Committee or Compensation CommitteeCompany’s standing committees receive an additional $1,500 for each meeting not held on the same day as a Board meeting. The members of the Succession Committee, other than Messrs. Ranelli and Pennington, each receive an additional annual retainer of $25,000. For service on the Strategy Committee Mr. Roeth receives an additional annual retainer of $50,000, Mr. Colligan receives an additional annual retainer of $25,000 and Mr. Pennington does not receive an additional retainer.

Eachnon-employee director also receives $500 for participation in each telephonic meeting of the Board of Directors or any committee of less than three hours and $1,000 for participation in meetings of three hours or more. The Company paysnon-employee directors $1,500 for each day spent traveling to board and committee meetings, attending subsidiary and division management meetings and conducting plant and facility visits. Mr. Pennington receives similar annual, per meeting and travel fees for his Board service. Mr. Chichester does not receive director fees or meeting participation fees during the period that he serves as Acting Chief Financial Officer.

Under the Nonemployee Director Equity Incentive Plan, on the date of each Annual Meeting of Stockholders, eachnon-employee director will be granted a number of (i) options to purchase shares of Class A Common Stock determined by dividing $200,000 by the closing price of a share of Class A Common Stock on the date of such meeting and (ii) shares of restricted stock determined by dividing $20,000 by the closing price of a share of Class A Common Stock on the date of such meeting. Mr. Pennington will receivereceives similar awards under the 2003 Equity Incentive Plan.

Set forth below is a summary of the compensation earned during fiscal 20152017 by the Company’s directors, except Messrs. Brown Chichester and Ranelli,Roeth, whose compensation is reported below under Executive Compensation—Compensation of Executive Officers.

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DIRECTOR COMPENSATION TABLE

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Director Nominations

Due to the limited size of thefact that all directors generally participate in interviewing potential Board members, the Board has determined that it is not necessary at this time to establish a separate nominating committee. As such, the entire Board fulfills the function of nominating additional directors. A majority of the members of the Board have been determined by the Board to be independent under the standards established by NASDAQ. At a minimum, the Chairman of the Board, as well as at least two independent directors, must interview any qualified candidates prior to nomination. Other directors and members of management will also interview each candidate as requested by the Chairman. Once potential candidates have successfully progressed through the interview stage, the independent directors will meet in executive session to consider the screened candidates. All director nominees must be selected, or recommended for the Board’s selection, by a majority of the independent directors. Mr. Edwards, a nominee for director, was recommended for consideration as a director nominee by outside legal counsel and the Company’s Chairman.

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A majority of the members of the Board must be independent directors as defined in NASDAQ Rule 5605(a)(2). When considering potential director candidates, the Board also considers the candidate’s knowledge, experience, integrity, leadership, reputation and ability to understand the Company’s business. In addition, all director nominees must possess certain core competencies, which may include experience in consumer products, logistics, product design, merchandising, marketing, general operations, strategy, human resources, technology, media or public relations, finance or accounting, or experience as a Chief Executive Officer or Chief Financial Officer. While we do not have a formal diversity policy for Board membership, we look for potential candidates that help ensure that the Board has the benefit of a wide range of attributes.

The Board will consider any director candidate recommended by stockholders, provided that the candidate satisfies the minimum qualifications for directors as described above. Stockholders must submit recommendations to the Company’s Secretary for consideration by the Board no later than 120 days before the annual meeting of stockholders. To date, the Board has not received any recommendations for nominees to be considered at the Annual Meeting from anynon-management stockholder or group of stockholders that beneficially own five percent or more of the Company’s voting stock.

Messrs. Colligan

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PROPOSAL TWO

APPROVAL OF AMENDMENT OF

THE CERTIFICATE OF INCORPORATION

In a September 2006 Special Meeting of Stockholders, the stockholders approved an amendment to the Company’s Certificate of Incorporation to authorize the issuance of 100,000,000 shares ofnon-voting Class A Common Stock. In December 2017, the Board adopted an amendment to the Certificate of Incorporation (the “Amendment”), and Roethdirected its submission to a vote of the stockholders. The Board adopted a resolution declaring the Amendment advisable and in the best interests of the Company and its stockholders. The Amendment would amend the Certificate of Incorporation to authorize 100,000,000 additional shares ofnon-voting Class A Common Stock (the “Additional Class A Common Stock”). The Amendment would not change the number of authorized shares of Common Stock or Class B Stock.

The Board recommends that all stockholders vote FOR the Amendment. The Board urges stockholders to carefully read the description of the Amendment and its related effects, which are set forth in this proxy statement. The summary of the Amendment contained herein should be read in conjunction with, and is qualified in its entirety by reference to, the complete text of the Certificate of Amendment, which is attached hereto as Appendix A.

The reason for this amendment is to ensure that a sufficient number of shares of the Company’s Class A Common Stock are available under the Certificate of Incorporation to continue to allow the Company to do each of the following without diluting the relative voting interests of existing stockholders:

in each case utilizing the proposed Additional Class A Common Stock. The proposed Additional Class A Common Stock could also be used in connection with stock dividends or stock splits, convertible debt offerings and other uses as are permissible under the Company’s Certificate of Incorporation, Bylaws and governing law.

Under the Amendment, 284,000,000 shares of the Company’s capital stock would be authorized, consisting of 80,000,000 shares of Common Stock, 3,000,000 shares of Class B Common Stock, 1,000,000 shares of preferred stock and 200,000,000 shares of Class A Common Stock. As of December 15, 2017, there were appointed12,160,023 shares of Common Stock, 38,032,898 shares of Class A Common Stock, 1,652,262 shares of Class B Stock, and no shares of preferred stock issued and outstanding. The proposed Additional Class A Common Stock, along with the remaining authorized Common Stock, Class A Common Stock and preferred stock, would be available for issuance by the Board to raise equity capital, to make acquisitions for stock, in connection with employee benefit and incentive plans, including stock option plans, to distribute to stockholders in the form of stock dividends or stock splits and for other corporate purposes.

Since 2006, the Company has completed 11 acquisitions. The Company believes that it will continue to have access to attractive acquisition opportunities, some of which could be large acquisitions. If the Company were to close one or more large acquisitions, it would probably be necessary or advantageous for the Company to use stock as directors followingan acquisition currency or as a means of raising equity capital to fund acquisitions or reduce debt incurred to fund the 2015acquisitions. The issuance of significant amounts of new Common Stock would dilute the voting rights of existing stockholders. The Amendment would facilitate continued growth through acquisitions, while enabling the Company to continue to be managed based on long-term objectives, which the Board considers to be a benefit to the Company and its stockholders. As discussed below under Other Considerations and Board Recommendations, there could be potential disadvantages to stockholders.

The Board may under the Amendment authorize the issuance of shares of Class A Common Stock in such amounts, to such persons or entities, upon such terms and conditions and for such consideration as the Board may

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determine and without any vote or other action by the stockholders, although applicable law and regulations require stockholder approval (but not approval by the holders of Class A Common Stock) of certain mergers and acquisitions and employee equity benefit plans. Although the Board intends to use the Additional Class A Common Stock for some or all of the purposes mentioned above, there are presently no specific plans, arrangements or understandings for the issuance of the Additional Class A Common Stock. However, since the Company regularly considers acquisition opportunities, one or more potential acquisitions, including those that would be material, may become available in the near future and could result in the issuance of the Additional Class A Common Stock. In addition, if the Amendment is approved, the Board intends to consider the advisability of declaring a dividend payable in the form of additional shares of Class A Common Stock to the holders of Common Stock and Class B Stock, in addition to holders of Class A Common Stock.

While the Company has no specific plans, understandings or agreements at present for the issuance of the Additional Class A Common Stock, the Board believes that if an increase in the authorized number of shares of Class A Common Stock were to be postponed until a specific need arose, the delay and expense incident to obtaining approval of the stockholders at that time could significantly impair our ability to consummate an acquisition or to meet financing requirements or other objectives. It could also significantly delay the effectiveness of a stock dividend.

Other Considerations

Dilutive Effect

As noted above, one of the purposes of creating the Class A Common Stock and for now authorizing the Additional Class A Common Stock is to provide the Company with an alternative equity financing vehicle that would not dilute the voting rights of the existing stockholders. Because the Class A Common Stock shares equally with the Common Stock and Class B Stock with respect to all economic benefits, however, issuances of the Additional Class A Common Stock could have a dilutive effect on the economic interest of currently outstanding shares of Common Stock, Class A Common Stock and Class B Stock.

The Use of Shares of Class A Common Stock as Acquisition Currency May Not Allow For Deferred Tax Treatment

Throughout its history, the Company has been an active acquirer of other companies, and it has occasionally used stock as consideration to fund these acquisitions. The use of stock as acquisition currency generally has the benefit of deferring taxes owed by the sellers in connection with the acquisition until such time as the sellers dispose of the stock received in the acquisition. However, in order for certain types of acquisition structures to qualify for this type of deferred tax treatment, the stock used as consideration must be “voting stock” within the meaning of Section 368(a) of the Code. Because the shares of Class A Common Stock do not have voting rights (except as required by law), they will not qualify as “voting stock” and their use in connection with certain acquisition structures will not result in deferred tax treatment for the sellers in the acquisition. Sellers may have a preference for a transaction in which they can defer taxes owed, in which case the Company may have to structure the acquisition in a different manner or may be precluded from using shares of Class A Common Stock to fund the acquisition. Either of these outcomes could reduce the overall utility of the Class A Common Stock as a means of managing voting dilution in connection with stock-based acquisitions.

Certain Effects of Authorized but Unissued Stock

No subsequent stockholder approval is generally required to issue up to the authorized number of shares of Common Stock, preferred stock or Class A Common Stock (including, if approved, the Additional Class A Common Stock). These additional shares may be used for a variety of corporate purposes, including future public offerings to raise additional capital, facilitating corporate acquisitions or paying dividends on the capital stock. Additional shares of Class B Stock can be issued only as a stock dividend with respect to outstanding Class B Stock.

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Like the presently unissued Common Stock, Class A Common Stock and preferred stock, the existence of unissued shares of proposed Additional Class A Common Stock may enable the Board to issue shares to persons friendly to current management or to issue preferred stock with terms that could render more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, thereby protecting the continuity of our management.

Board Considerations

In December 2017, the Board met to consider the adoption of the Amendment as a means of permitting the Company to raise equity capital and fund acquisitions and employee benefit and incentive plans, while maintaining the voting strength of existing stockholders. The Board discussed the Amendment, the Company’s substantial historical growth and future acquisition opportunities, the benefits of the existing voting power of the Company’s current stockholders for Company stability and the effects of the Amendment in prolonging such influence.

The Board continues to believe that the Company will require additional resources to achieve its long-term growth objectives, remain competitive, and maintain the strength of its business for all stockholders; that debt financing should be used reasonably; that internally generated funds may not be sufficient to finance all future growth; that an important component of the needed additional resources should be common equity; and that the ability to offer common equity in the Company through plans designed to retain and hire well qualified employees is also important to the Company’s continuing success. The Board believes that a significant dilution of the voting rights of the current stockholders of the Company would not be in the best interests of the Company or its stockholders.

The Board also reviewed the matters discussed under the heading “Other Considerations” above, and recognized, as should the Common stockholders and holders of existing Class A Common Stock, that in some respects the Amendment might be disadvantageous to Common stockholders and holders of existing Class A Common Stock.

After consideration of the above factors, the Board unanimously concluded that the Amendment would be in the best interests of the Company and its stockholders, including holders of its Common Stock and Class A Common Stock, and is fair to all of the stockholders, and directed that the Amendment be submitted to a vote of the stockholders. The Board therefore unanimously recommended that the holders of the Company’s Common Stock vote for the adoption of the Amendment.

If the Amendment is adopted, the Board intends to cause the Amendment to be filed with the Secretary of State of Delaware and the Amendment will be effective upon such filing. The Board would then be free (with certain exceptions) to authorize the issuance of the Additional Class A Common Stock without any further action on the part of stockholders. Although the Board presently intends to file the Amendment if it is approved by the stockholders, the resolution of the stockholders will reserve the right of the Board to abandon the Amendment and to not file it even if it is approved by the stockholders. Although the Board does not currently anticipate exercising its right to abandon the Amendment nor does it contemplate any specific events which would trigger the abandonment of the Amendment, the Board will defer or abandon the Amendment, if, in its business judgment, adverse market conditions or general economic conditions affecting the Company are such as to make the Amendment no longer in the best interests to the Company or its stockholders.

Required Vote

The affirmative vote of a majority of the shares of Common Stock and Class B Stock, voting together as a class, present in person or by proxy at the Annual Meeting and are standing for election forentitled to vote is required to approve the first time. The other seven nominees included on this year’s proxy card are directors standing for re-election.

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Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THIS PROPOSAL TWOTO APPROVE THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION.

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PROPOSAL THREE

RATIFY THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 24, 2016.29, 2018. If stockholders fail to ratify the selection of Deloitte & Touche LLP, the Audit Committee will reconsider the selection. If the selection of Deloitte & Touche LLP is approved, the Audit Committee, in its discretion, may still direct the appointment of a different independent auditing firm at any time and without stockholder approval if the Audit Committee believes that such a change would be in the best interest of the Company and its stockholders.

Recommendation of the Board

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

Representatives of Deloitte & Touche LLP will be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

The following table lists the aggregate fees billed for professional services rendered by Deloitte & Touche LLP for all “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” and “All Other Fees” for the last two fiscal years.

Audit Fees

The Audit fees for the fiscal years ended on September 27, 201424, 2016 and September 26, 201530, 2017 were for professional services rendered for the audits of the Company’s consolidated financial statements, issuance of consents and other assistance in connection with regulatory filings with the SEC.

Audit-Related Fees

The audit-related fees for the fiscal year ended on September 27, 201424, 2016 were primarily related to a statutory audit. The audit-related fees for the fiscal year ended on September 26, 201530, 2017 were primarily related to a reviewassurance services supporting the Company’s adoption of the Form S-3 registration statement, delivery of a comfort letter for a debt offeringASC 606, Revenue from Contracts with Customers, and a statutory audit.

Audit Committee Authorization of Audit andNon-Audit Services

The Audit Committee has the sole authority to authorize all audit andnon-audit services to be provided by the independent registered public accounting firm engaged to conduct the annual audit of the Company’s consolidated financial statements. In addition, the Audit Committee has adoptedpre-approval policies and procedures which are detailed as to each particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities under the Securities Exchange Act of 1934 to management. The Audit Committeepre-approved fees for all audit andnon-audit related services provided by the independent registered public accounting firm in fiscal years 20142016 and 2015.

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AUDIT COMMITTEE REPORT

ON AUDITED FINANCIAL STATEMENTS

Notwithstanding anything to the contrary in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate this Proxy Statement or future filings with the Securities and Exchange Commission, in whole or in part, the following report shall not be deemed to be incorporated by reference into any such filing.

The Audit Committee of the Board consists of the directors whose signatures appear below. Each member of the Audit Committee is “independent” as defined in the NASDAQ Rules and Rule10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Audit Committee’s general function is to oversee the Company’s accounting and financial reporting and internal control processes and the audits of the Company’s financial statements, including monitoring the integrity of the Company’s financial statements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s independent registered public accounting firm. Its specific responsibilities are set forth in its charter. The charter is available on the Company’s website atwww.central.com.

As required by the charter, the Audit Committee reviewed the Company’s audited financial statements for the fiscal year ended September 26, 201530, 2017 and met with management, as well as with representatives of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, to discuss the financial statements. The Audit Committee also discussed with representatives of Deloitte & Touche LLP the matters required to be discussed by Statement on Auditing Standards No. 61,Communications With Audit Committees, as amended by (AICPA Professional Standards, Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

In addition, the Audit Committee discussed with representatives of Deloitte & Touche LLP their independence from management and the Company and received the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence.

Based on these discussions, the financial statement review and other matters it deemed relevant, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form10-K for the fiscal year ended on September 26, 2015.30, 2017.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Fiscal 2017 was an excellent year for the Company. The Company reported strong financial results and completed two acquisitions. Net sales for fiscal 2017 increased 12.3% from fiscal 2016. Net income was $78.8 million, or $1.52 per share on a fully diluted basis, compared to net income in fiscal 2016 of $44.5 million, or $0.87 per share on a fully diluted basis.

In fiscal 2015,2017, the Compensation Committee’s compensation actions for the named executive officers included:

The Committee discharges many of the Board’s responsibilities related to executive compensation and continuously strives to align the Company’s compensation policies for executive officers with the Company’s

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performance and stockholders’ interests. The Committee will continue to analyze the Company’s executive compensation policies and practices and adjust them as appropriate to reflect the Company’s performance and competitive needs.

Impact ofSay-On-Pay Vote on Compensation Decisions

At the Annual Meeting of Stockholders in February 2011, 64%2017, 63% of the shares eligible to vote voted in favor ofvoting recommended holding asay-on-pay-vote every three years. As a result, the Board determined to continue to hold a vote every three years. At

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Also at the Annual Meeting of Stockholders in February 2014,2017, approximately 98%99% of the shares eligible to vote at the meeting voted to approvevoting approved the compensation paid to our named executives. Upon receivingGiven the results ofoverwhelming stockholder support, the latest say-on-pay-vote vote, the Committee considered the views of our stockholders in connection with our executive compensation program, in particular, the approval vote of nearly 98% of the shares eligible to vote at the meeting at the February 2014 annual meeting, and determined to continue to approach compensation decisions in substantially the same way as in recent years.

Compensation Objectives

The objectives of the Company’s compensation program are to recruit and retain high-caliber executives, and to incentivize those executives to achieve superior financial results for the Company and its stockholders. The Company uses three primary tools to compensate executive officers: base salary, annual bonus and long-term equity compensation. Together they combine to provide an executive’s total compensation package. The Company views base salary as a primary indicator of the market value needed to attract and retain executives with the skills and expertise to perform the duties and discharge the responsibilities of their positions. We considerThe Committee considers annual bonus as a means of rewarding job performance and enhancing base salary to meetmindful of current competitive levels and the Company utilizes restricted stock and stock options as a means of linking executives’ long-term compensation to the Company’s long-term performance and as retention devices.

The Company’s compensation program rewards executive officers for progress against corporate operating goals and for their individual contributions. A substantial portion of each executive’s total compensation opportunity is weighted toward incentive compensation. When the Company does not achieve satisfactory financial results and/or its stock price does not appreciate, the compensation that can be realized by the Company’s executives may be substantially reduced. When the Company exceeds financial expectations and/or its stock price appreciates, the compensation that can be realized by the Company’s executives may be increased. The Committee believes that this is the most effective means of aligning executive incentives with stockholders’ interests.

Process

As described below, the Committee periodically uses surveys and reports prepared internally and by compensation consulting firms to understand the compensation levels and pay structure at peer group companies. The Company’s compensation is generally evaluated against the broad range of compensation paid by the peer group; however, the Committee also uses its judgment to determine specific pay levels necessary to attract, retain, focus and motivate executive talent. In exercising this judgment, the Committee looks beyond the market data to include individual job performance and compensation history, future potential, internal comparisons, retention risk for individual executives, and, in the case of new hires, compensation at former employers.

With respect to the compensation of John R. Ranelli,Mr. Roeth, the Company’s Chief Executive Officer since June 2016, the Committee retained an externalPay Governance as part of its process of finalizing the terms of his employment agreement and determining his initial salary, bonus potential, actual bonus and equity compensation consultant,in fiscal 2016 and his bonus potential and equity compensation in fiscal 2017. The Committee, with the advice of Pay Governance and consistent with his employment agreement, determined Mr. Roeth’s compensation in large part by reference to the compensation paid to the Company’s former Chief Executive Officer.

With respect to the compensation of Mr. Brown, the Company’s Chairman, the Committee retained Pay Governance as part of its process of determining his salary bonusfor fiscal 2016 given Mr. Brown’s transition to part-time status, while continuing to provide guidance on acquisitions and other areas that have significant strategic importance and potential actual bonus and equity compensation in fiscal 2015.

In connection with the amendment of Mr. Ranelli’s employment agreement, the Committee directed its compensation consultant to assist the Committee in a number of ways, including:

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shareholder value. With respect to the Company’s other executive officers, the Committee receives, evaluates and considers the recommendations of the Chairman and the Chief Executive Officer and may consult with the Company’s Human Resources managers as part of its process of determining compensation. From time to time, the Chairman and/or the Chief Executive Officer may be invited to attend portions of meetings of the Committee, although he doesthey do not vote with the Committee. Other executive officers generally have no role in making decisions regarding compensation of the Company’s executive officers.

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The Committee determines base salary and target bonus as of each officer’s hire date, and it generally reconsiders both elements on an annual basis. The Committee generally determines officers’ annual bonuses after the Company’s financial results for the prior fiscal year are announced. The Committee generally grants each officer stock options and/or shares of restricted stock upon his or her hire date and considers granting additional awards on an annual basis. The Committee generally grantsattempts to grant bonuses or equity compensation to existing officers on a standard schedule.

Compensation Consultants and Benchmarking

The Committee has the authority to retain the services of compensation consultants and other advisors, as it deems necessary or appropriate, in connection with the administration of the Company’s compensation and employee benefit plans, policies and programs. The Committee has periodically retained the services of a compensation consulting firm to assist the Committee in formulating its recommendations regarding executive compensation.

During fiscal 2015,2016, the Committee engaged Pay Governance to help it evaluate the appropriate mix of compensation for Mr. Ranelli; help the CommitteeRoeth and formulate a revisedan initial compensation package for Mr. Ranelli that would be appropriateRoeth. The Company’s business focus and scope and mix of operations are unique, which limits the usefulness of comparisons using a peer group. Instead, Pay Governance used more generalized reviews of external compensation levels to develop a reference range of compensation. As a result, the information provides less precision than data derived from more closely analogous peer groups. Pay Governance’s reference for comparison purposes included a broad range of consumer products companies, some of which have similar annual sales and EBIT to the Company, but most of which lack similar organizational complexity. In its assessment, Pay Governance considered compensation levels for CEOs at companies of comparable sales revenue and EBITDA, in lightaddition to broader survey data. Some of his planned retirement in September 2016; and assist the Committeecompanies included in its negotiations with Mr. Ranelli regarding the amendment to his employment agreement. assessment were Diamond Foods,Cal-Maine Foods, The Fresh Market, Core-Mark and Chiquita Brands.

Pay Governance advised the Committee that, based on athe above survey, of non-durable consumer products companies that are comparable to the Company in annual sales and earnings before interest and taxes, the appropriate range for the CEO salary and bonus cash compensation iswas roughly $1.0-1.6$1.2-1.6 million, with an annual long-term incentive award of roughly $1.0$1.5 million. With respect to Mr. Ranelli’s amendedRoeth’s employment agreement, Pay Governance advised the Committee that in its opinion the total compensation package for Mr. Ranelli is appropriately positioned,Roeth was appropriate, given his experience level and performance and the strongerstrong emphasis on performance-based compensation vs. fixed compensation and concluded that Mr. Ranelli’s total compensation is within the recommended range and has a heavier emphasis on performance-based compensation than that seen among companies of similar size and industry focus.compensation.

The Committee believes that because of its unique circumstances, including operating in two distinct industries, peer group comparisons are less relevant for the Company than for most publicly-traded companies.

The Company did not conduct any surveys of peer company compensation for benchmarking purposes during fiscal 2015.

Allocation and Amount

The Company compensates its executives through a combination of annual cash compensation (comprised of base salary and annual bonus) and long-term equity incentive compensation (comprised of stock options and,

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in some cases,or restricted stock grants)grants, or both). The Committee views market competitive base salary and the annual bonus targets as essential for attracting, retaining and motivating executive officers. The Committee also believes that equity incentive compensation is an essential factor in recruiting and retaining top executives and in driving performance over the long term.

The use and relative weights of base salary, annual bonus and long-term equity compensation are based on a subjective determination by the Committee of the effectiveness of each executive in all areas of management, including achievement of the Company’s strategic objectives, leadership, operating skills and other attributes. Generally, the Committee views the various elements of compensation as part of one overall package but believes that a majority of the total compensation package should be weighted toward the performance of the Company and stock price appreciation in order to align the interest of management and stockholders. In fiscal 2015,2017, base salary, benefits and perquisites ranged from approximately 24%27% to 58% of each executive officer’s potential compensation, reflecting the importance of performance-based bonuses and stock price appreciation.

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When evaluating corporate performance, the Committee generally considers financial metrics such as revenue andnet sales, earnings before interest and taxes, or EBIT.EBIT, and net controllable assets. When evaluating individual performance, the Committee also considers subjective factors such as the individual’s overall leadership and management skills, success in attracting, retaining and developing qualified subordinates, success in achieving corporate and strategic objectives, ability to work with peers and supervisors in an effective and collegial manner, as well as numerous other criteria.

As appropriate,On occasion, the Committee usesmay use tally sheets setting forth various components of compensation of the named executive officers, including dollar amounts for salary, annual bonus and perquisites and the value of unexercised stock options and restricted stock awards, to assist it in balancing the elements.

When making compensation decisions, the Committee also considers the issue of internal pay equity between the compensation of other Company executive officers and the compensation of the Chief Executive Officer. The Committee also considers issues relating to the corporate tax and accounting treatment of various forms of compensation and the impact of compensation decisions on stockholder dilution.

The Committee continues to subscribe to the philosophy that the overall performance of the Company and its stock price should be the primary areas of consideration when rewarding the Company’s top executives. However, the Committee also seeks to ensure that the Company’s executive officers are paid competitively with the market so that they remain motivated to stay with the Company and achieve its business and strategic objectives.

Salary

The Committee reviews the base salary of the executive officers each year.year and generally recommends a modest increase consistent with projected increases for companies nationwide. In some instances, the Committee has adjusted base salaries of individual named executive officers for retention reasons or to maintain internal pay equity and salary integrity among the senior executives. The Committee approved salary increases of $34,000 for Mr. Ranelli at the end of fiscal 2014 and an additional $43,000 for fiscal 2015 and 2016 inIn connection with Mr. Roeth’s appointment to Chief Executive Officer in June 2016, the amendmentCommittee established an initial salary of $775,000 for him, representing a modest increase from the salary paid to the Company’s former Chief Executive Officer, which had been reviewed and benchmarked against peer group companies by the Committee’s compensation consultant. No adjustments were made to Mr. Roeth’s salary in fiscal 2017. In consideration of his employment agreement.promotion to Chief Financial Officer in May 2017, the Committee increased Mr. Lahanas salary from $336,000 to $380,000. In fiscal 2016, Mr. Brown’s salary was reduced to $200,000 due to his transition to part-time status, and no adjustments were made in fiscal 2017. The Committee also approved a salary increasesincrease of $10,000$21,300 for eachMr. Machek to reflect his promotion to Chief Accounting Officer and a salary increase of Messrs. Reed and Yuhas and$6,000 for Ms. VarlasSchwichtenberg in fiscal 2015.2017. Mr. Brown’sYuhas did not receive a salary was not increased. Mr. Chichester receives a monthly salary of $36,667 while serving as Acting Chief Financial Officer, which is the same as the salary of the Company’s former Chief Financial Officer.increase in fiscal 2017.

Annual Bonus

The Committee determines the bonus awarded to each named executive officer after the end of each fiscal year primarily by considering the financial results of the Company for the given year and the officer’s individual

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performance and contribution to the Company. The bonus may be paid in cash or equity. The Committee generally sets potential target bonuses for each named executive officer at the beginning of each fiscal year as a percentage of his or her base salary. The target bonus percentages are generally set at a level which the Committee believes will assure that the executive’s total compensation opportunity is attractive enough to motivate superior performance and that the executive is focused on key objectives, as well as being competitive with amounts paid for similar performance in comparable executive positions by the Company’s peer companies.

The Committee does not useuses apre-determined formula based on actual performance as against target EBIT, adjusted up or down based on average quarterly net controllable assets, to calculate anymake the initial calculation of an executive officer’s actual bonus compensation, or assign weights to particular financial metrics or individual performance factors, andbut the Committee retains the full discretion to determine annual bonuses up to

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and beyond the amount of such executive officer’s bonus potential for the year. When determining the amount of cash bonuses, the Committee generally considers various factors, including the revenueyear based on individual performance and EBIT of the Company, and also may consider additional factors in any given year.other factors. The Committee also considers individual performance, including an executive’s overall leadership and his or her contribution to the achievement of annual and long-term financial and strategic goals, such as customer relationships, talent development, teamwork among business units, identification and pursuit of strategic initiatives, cost control efforts and innovation and new product development, among others.

Fiscal 2014 Bonuses2016 Bonuses.. Beginning in early 2015,2017, the Committee met to determine bonuses based on the Company’s performance in fiscal 2014.2016. The following table sets forth the target bonus and actual bonus paid to the following named executive officers for fiscal 2014:2016:

In determining whether to awardthe amount of bonuses awarded to the named executive officers for fiscal 2014,2016, the Committee considered the Company’s financial performance in fiscal 2014,2016, their individual performance, and progress made during fiscal 20142016 in implementing the Company’s strategic initiatives. Importantly, the Company’s actual EBIT exceeded the target EBIT set at the beginning of the fiscal year resulting in actual bonuses exceeding target bonuses. Under the terms of Mr. Roeth’s employment agreement, he received a $500,000 signing bonus and was entitled to a minimum annual bonus of $258,333, which represents his target bonus prorated for the portion of the fiscal year in which he was employed. The Committee awarded an annual bonus of $295,000 to Mr. Roeth based on the Company’s strong financial performance in fiscal 2016. Bonuses were awarded to Messrs. Brown Ranelli, Reed and Yuhas based on the Company’s strong financial performance and Ms. Varlas for their individual efforts during fiscal 2014,2016, including Mr. Brown’s substantial contributions to the Company’s improved performance Mr. Ranelli’s leadershipduring the period subsequent to his return for a leave of absence and the Company’s improved performance, Mr. Reed’s efforts in improving the performance of the Garden segment, Mr. Yuhas’ efforts in managing the Company’s legal and regulatory affairs,affairs. Messrs. Lahanas and Machek and Ms. Varlas effortsSchwichtenberg were not executive officers in her capacity as Chief Financial Officer.fiscal 2016.

Fiscal 2015 Bonuses2017 Bonuses.. The Committee has not yet determined the amount of bonuses to be paid to the named executive officers with respect to fiscal 2015.2017. The following table sets forth the target bonus percentages for each of the named executive officers with respect to fiscal 2015:2017:

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The Company will report the fiscal 20152017 bonus determinations in a Form8-K once decisions are made in early 2016.made.

The Company does not have a policy regarding the recovery or adjustment of awards based on Company performance if a material financial measure considered by the Committee in any particular year is subsequently restated.

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Stock Options

The Committee determines the size of executive officers’ initial hire option grants with primary consideration towards making the offer of employment market competitive while consistent with awards granted to other executives. The size of annual option grants to officers is determined after giving consideration to the officer’s performance over the fiscal year, awards previously granted to the officer, such officer’s accumulated vested and unvested awards, the current value and potential value over time using stock appreciation assumptions for vested and unvested awards, the vesting schedule of the officer’s outstanding awards, comparison of individual awards among executives and in relation to other compensation elements, stockholder dilution and total compensation expense.

In April 2015,January 2017, the Committee determined to grant stock options for 50,000 shares ofgranted Class A common stock options for 97,941 shares to eachMr. Roeth, 12,240 shares to Mr. Lahanas, 8,330 shares to Mr. Machek, 14,690 shares to Ms. Schwichtenberg and 14,691 shares to Mr. Yuhas. Under the terms of Messrs. Reed and Yuhas and Ms. Varlas. Messrs. Ranelli and Brown did nothis employment agreement, Mr. Roeth was entitled to receive $1,000,000 in Black Scholes value of stock options with respect to fiscal year 2017 and $750,000 in fiscal 2015, although Mr. Ranelli received a grantBlack Scholes value of performance-based restricted stock as discussed below.

In consideration for his agreement to serve as Acting Chief Financial Officer for up to six months, the Committee granted Mr. Chichester stock options for subsequent fiscal years to purchase 25,000 shares of Class A commonprovide a strong linkage to shareholder interests. The vesting period for the stock in two tranches (an initial tranche of 12,500 shares granted on August 17, 2015 with an exercise price of $12.32options is 25% per share; and a second tranche of 12,500 shares granted on November 17, 2015 with an exercise price of $15.56 per share).year for four years.

The Company does not have a program or practice of timing option grants in connection with the release of materialnon-public information.

Restricted Stock

The Company has historically utilized stock options as the principal means of providing its executive officers with long-term equity incentive compensation. However, the Company has also granted restricted stock to executive officers upon the commencement of employment or for retention purposes. Generally, restricted stock vests, and the restrictions on transfer lapse, in accordance with a schedule determined by the Committee. The Committee has the authority to accelerate the time at which restrictions lapse, and/or remove restrictions, on previously granted restricted stock.

In connection withUnder the amendmentterms of his employment agreement, Mr. Roeth was entitled to receive $500,000 in contemplationBlack Scholes value of Class A Common Stock. The vesting period for the restricted stock is 25% per year. The Committee granted Mr. Roeth restricted stock with an aggregate Black Scholes value of approximately $700,000 in order to satisfy the terms of his planned retirementemployment agreement and resolve a question which had arisen thereunder. These restricted stock grants provide Mr. Roeth with immediate ownership of the Company’s stock and a strong linkage to shareholder interests. The Committee believed that until the end of the first year of Mr. Roeth’s tenure, his ability to participate in September 2016the development of the performance targets and influence their achievement was more limited than it will be in lieusubsequent years, and accordingly, that the use of any option grantstime vested restricted stock in fiscal 2015 or the future, Mr. Ranelli received an award2017 was desirable and appropriate. For fiscal 2018 and subsequent fiscal years, he is also entitled to receive at least $750,000 of performance-basedClass A restricted stock, subject to the achievement of certain performance goals. For fiscal 2018, the Committee has decided to use time-based vesting, rather than performance-based vesting, for 280,113the restricted stock grant for fiscal 2018 in light of the Company’s extraordinary performance in fiscal 2017.

In fiscal 2017, the Committee also granted Mr. Brown $300,000 of Class A restricted stock (9,696 shares) with time vesting over four years in order to target a total compensation package of $600,000, consisting of 50% salary and bonus and 50% restricted stock.

In addition, the Committee granted Mr. Lahanas 12,700 shares of Class A commonrestricted stock with a grant date fair market valuetime vesting over five years in recognition of $3 million (the “Performance Award”) subjecthis exceptional performance and his promotion to significant performance metrics being met. One-third of the Performance Award is based on achieving annual sales goals and two-thirds is based on annual EBIT goals for fiscal 2015, 2016, and 2017.

For the fiscal 2015 performance period under Mr. Ranelli’s performance award, the net sales target was $1,635 million and the EBIT target was $93.1 million, and in November 2015, the Company determined that both performance targets had been satisfied for fiscal 2015. The Company’s net sales in fiscal 2015 were $1,651 million. In November 2015, the Committee determined that the Company’s EBIT in fiscal 2015 had been impacted by a $7.3 million non-cash intangible write-off and that EBIT would be $98.7 million excluding this

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one-time charge.Chief Financial Officer. The Committee also determined that the impactgranted Mr. Machek 2,786 shares of Board-approved acquisitions and divestitures during fiscal 2015 had not been significant, and accordingly, would not affect the Committee’s conclusion that both conditions forClass A restricted stock with time vesting over three years in respectrecognition of performance for fiscal 2015 had been satisfied.his service as interim principal financial officer.

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Stock Ownership Requirements

The Company does not have any stock ownership requirements or any policy limiting an executive’s ability to hedge the risks of stock ownership.

Post-Employment Arrangements

Under the terms of the Company’s employment agreements andnon-compete and post-employment consulting agreements, thecertain named executive officers other than Mr. Brown, are entitled to payments and benefits upon the occurrence of specified events, including termination of employment. The specific terms of these arrangements, as well as an estimate of the compensation that would have been payable had they been triggered as of fiscalyear-end, are described below in detail in the section titled “Potential Payments Upon Termination” on page 30. Except for Mr. Ranelli’s amended employment agreement, the34. The Company’s equity-based compensation plans and employment agreements do not provide for special payments to the named executive officers upon achange-in-control of the Company. Under Mr. Ranelli’s amended employment agreement, to the extent a change in control of the Company occurs before the end of fiscal 2017, the performance conditions for any incomplete performance period will be deemed to have been achieved and the Performance Award will be subject only to continuing service conditions.

The terms of these arrangements were set through individual negotiations with each of the named executive officers. As part of these negotiations, the Committee analyzed the terms of the same or similar arrangements for comparable executives employed by some companies in our peer group. This approach was used in setting the amounts payable and the triggering events under the arrangements. These provisions wereare intended to provide the individuals with a fixed amount of compensation that would offset the potential risk of leaving their prior employer or foregoing other opportunities to join or remain with the Company. The Committee considers the aggregate potential obligations of the Company in the context of the desirability of hiring the individual and the expected compensation upon joining the Company.

Thenon-compete and post-termination consulting agreements are intended to protect, to the maximum extent permitted by law, the Company’s confidential information, and payments thereunder are conditioned upon the executive not going to workworking for one of our principal competitors within a specified period of time following separation from the Company.

Benefits and Perquisites

The Company provides a 401(k) retirement plan and partial matching contributions but does not provide supplemental employee retirement plans or pensions. The Company also provides its executives with benefits such as medical, dental, life and disability insurance and other benefits that are generally available to full time employees and, in the case of Mr. Ranelli, a monthly housing and relocation allowance and tax gross-up payments on such allowances.employees. The Company pays for a leased automobile or car allowance for thecertain named executive officers, except forofficers. Mr. Brown.Roeth is entitled to an allowance to cover medical expenses equal to $15,000 per year in lieu of his participation in the Company’s medical plan, and an annual allowance to cover financial planning services equal to $20,000 per year. The Company will also make an annual charitable contribution of $100,000 in the aggregate to the charity or charities of Mr. Roeth’s choosing.

Accounting and Tax Treatment

In determining executive compensation, the Committee considers, among other factors, the possible tax consequences to the Company and to the executives. However, the Committee believes that it is important to retain flexibility in designing compensation programs that meet the Company’s stated objectives. For this reason, the Committee will not necessarily limit compensation to those levels or types of compensation that will be tax deductible. The Committee does of course consider alternative forms of compensation, consistent with the Company’s compensation goals that preserve deductibility.

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Section 162(m) of the Internal Revenue Code generally does not allow a tax deduction to public companies for compensation over $1,000,000 paid to the Chief Executive Officer or any of the four other most highly compensated executive officers unless the compensation is paid based solely on the attainment of one or more

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pre-established objective performance goals and certain other requirements are met. To date, the Company’snon-equity compensation plans have generally not been designed to permit the Company to grant awards that qualify for deductibility under Section 162(m).

Compensation Committee Report

The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form10-K for the fiscal year ended September 26, 2015.30, 2017. This report is provided by the following independent directors, who comprise the Compensation Committee:

December 29, 201522, 2017

JOHN B. BALOUSEK,Chairman

ALFRED A. PIERGALLINI

MARY BETH SPRINGER

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Compensation of Executive Officers

Set forth below is the compensation paid to the Company’s Chief Executive Officer and Chief Financial Officer and certain other executive officers during our three fiscal years ended on September 26, 2015.30, 2017.

SUMMARY COMPENSATION TABLE

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Employment Agreement – John R. RanelliGeorge C. Roeth

On July 22, 2015,May 3, 2016, the Company entered into an amendment (the “Amendment”)employment with Mr. Roeth under which he is entitled to the Employment Agreement between the Companyreceive an annual salary of $775,000 and John Ranelli, dated January 9, 2013 (the “Agreement”). The Amendment contemplates Mr. Ranelli’s anticipated retirement in September 2016 on his 70th birthday, subjecta target bonus equal to a Company option to extend the retirement date until December 31, 2016. Under the Amendment, Mr. Ranelli’s annualized base salary increased to $750,000 effective from September 28, 2014, and he will be eligible for bonuses for fiscal 2015 and 2016 with target amounts of 100% of his base salary in both years based on goals or targets established by the boardsalary. He also received a signing bonus of directors. In lieu of any option grants$500,000. Beginning in fiscal 2015 or the future,year 2019 and each subsequent year that he serves as Chief Executive Officer, Mr. RanelliRoeth will be entitled to a salary plus target bonus for that fiscal year of not less than $1,800,000. The employment agreement also provides for long-term equity compensation. For fiscal year 2017, Mr. Roeth received an award$699,157 of performance-basedClass A Common Stock as a restricted stock with a grant date fair marketand $806,054 Black Scholes value of $3 million (the “Performance Award”)stock options. Mr. Roeth is entitled to $750,000 Black Scholes value of stock options for subsequent fiscal years. For fiscal year 2018 and subsequent fiscal years, he is also entitled to receive at least $750,000 of Class A Common Stock as a restricted stock grant, subject to the achievement of certain performance metrics being met. One-third ofgoals. The vesting period for both the Performance Award is based on achieving annual sales goals and two-thirds is based on annual EBIT goals for fiscal 2015, 2016, and 2017. If Mr. Ranelli becomes incapacitated, all of his stock options, restricted stock, and Performance Award will continue to vest, and if he dies during the term of the Agreement, all of his stock options, restricted stock and the Performance Award will vest immediately and his stock options is 25% per year and the options expire six years from the date of grant. The Compensation Committee and Mr. Roeth have agreed that the restricted stock grant for fiscal 2018 will not be subject to performance goals.

The Company may terminate Mr. Roeth at any time without cause by giving him 90 days’ notice. Subject to executing a general release, Mr. Roeth will be exercisableentitled to continued vesting of previously granted stock options and restricted stock. Under the terms of a post-employment consulting agreement, Mr. Roeth will provide consulting services for 90 days after48 months upon termination of his death byemployment with the Company. For these services, Mr. Roeth will be entitled to receive, on an annual basis, 15% of his estate. Tobase salary at the extent a change in controltime of the termination of his employment with the Company, occurs beforein addition to any compensation he may be entitled to for serving on the endBoard of fiscal 2017,Directors of the performance conditionsCompany.

Employment Agreement – Kay M. Schwichtenberg

On April 1, 2014, the Company entered into a second amended and superseding employment agreement with Kay M. Schwichtenberg. This employment agreement provides that Ms. Schwichtenberg will receive an annual minimum salary of $304,000 (subject to adjustment to $380,000 for an increased weekly time commitment). She is also eligible for an annual bonus, targeted at 50% of base compensation, subject to her and the Company’s performance. The agreement has an indeterminate term, unless terminated for her dismissal with cause, death or disability. The Company may terminate Ms. Schwichtenberg’s agreement at any incomplete performancetime without cause upon four months’ written notice. If the Company terminates Ms. Schwichtenberg without cause, she will continue to receive her base salary and bonus eligibility for four months. Following such four month period, Ms. Schwichtenberg’s salary and bonus target will be deemedreduced to have been achieved20% of the salary in effect at the time notice was given and the Performance Awardher work commitment will be subject only to continuing service conditions.proportionally reduced during a one year, tail period. The tail period may be renewable for subsequent one year periods upon mutual agreement.

Employment Agreement – George Yuhas

On March 1, 2011, the Company entered into an Employment Agreement with George A. Yuhas. This employment agreement provides that Mr. Yuhas will receive an annual minimum salary of $380,000, which has been increased to $430,000.$380,000. He is also eligible for an annual bonus, targeted at 50% of base compensation, subject to his and the Company’s performance. The agreement has an indeterminate term, unless terminated for his dismissal with cause, death or disability. The Company may terminate Mr. Yuhas’ agreement at any time without cause upon 24 months’ written notice. If the Company terminates Mr. Yuhas without cause, he will continue to receive his base salary and health insurance benefits for nine months, subject to the execution of a general release of claims. At its option, the Company may pay Mr. Yuhas 24 months’ additional salary and benefits in lieu of giving 24 months’ notice.

Employment Agreement – David N. Chichester

On August 17, 2015, in connection with Mr. Chichester’s appointment as Acting Chief Financial Officer, the Compensation Committee of the Board of Directors of the Company approved the following compensation for Mr. Chichester: a monthly salary of $36,667; a target bonus percentage of 50%, prorated by the portion of the year during which he is employed; and the grant of options to purchase 25,000 shares of Class A common stock, in two tranches (an initial tranche of 12,500 shares granted on August 17, 2015 with an exercise price of $12.32 per share; and a second tranche of 12,500 shares granted on November 17, 2015 with an exercise price of $15.56 per share). In each case the options will vest upon the first to occur of termination of employment by the Company (other than for cause) or the expiration of six months after commencement of employment. Mr. Chichester is also entitled to reimbursement of travel expenses for him and his wife between the Bay Area and their home, reasonable and customary temporary housing expenses and rental car expenses during the period of employment.29

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GRANTS OF PLAN-BASED AWARDS

The following table shows all plan-based awards granted to the named executive officers during fiscal 2015,2017, which ended on September 26, 2015.30, 2017. The restricted stock awards identified in the table below are also reported in the Outstanding Equity Awards at Fiscal Year End table.table, to the extent that they did not fully vest prior to fiscal year end.

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OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END

The following table shows all outstanding equity awards held by the named executive officers at the end of fiscal 2015,2017, which ended on September 26, 2015.30, 2017.