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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
i712 Fifth Avenue, 18th Floor
iNew
York, iNew Yorki10019
(Address of Principal Executive Offices) (Zip Code)
(i212)
i957-5000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, $0.25 par value
iGFF
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
i☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
2
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Amendment No. 1 to the Griffon Corporation Amended and Restated 2016 Equity Incentive Plan
The
Board of Directors (the “Board”) of Griffon Corporation (“Griffon”) previously approved Amendment No. 1 (the “Amendment”) to Griffon's Amended and Restated 2016 Equity Incentive Plan (the “Incentive Plan”), subject to approval by Griffon’s shareholders (the “Shareholders”) at Griffon’s 2024 annual meeting of Shareholders (the “Annual Meeting”). The Shareholders approved the Amendment on March 20, 2024, as indicated in Item 5.07 below.
The Amendment increases the number of shares of common stock available for future awards of equity-based compensation under the Incentive Plan by 2,600,000 shares, such that the total shares authorized for issuance under the Incentive Plan is 8,850,000 shares (plus shares underlying any awards under the Griffon Corporation 2011 Equity Incentive Plan that are forfeited
or cancelled). As of December 31, 2023, there were 154,369 shares available for grant under the Incentive Plan.
The foregoing discussion of the Incentive Plan is qualified in its entirety by reference to (i) the description of the Incentive Plan and the Amendment included in Griffon’s Proxy Statement relating to the Annual Meeting filed with the Securities and Exchange Commission on January 29, 2024 (the “Proxy Statement”), and (ii) the full text of the Incentive Plan and the Amendment, which are included as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On March 20, 2024, Griffon held the Annual Meeting. Of the 51,309,064 shares of common stock outstanding and entitled to vote, 47,984,661 shares, or 93.5%, were represented at the meeting in person or by proxy, and therefore a quorum was present. The final results for each of the matters submitted to a vote of Shareholders at the Annual Meeting are as follows:
Item No. 1: Each of Henry A. Alpert, Jerome L. Coben, H. C. Charles Diao, Louis J. Grabowsky, Lacy M. Johnson, Ronald J. Kramer, Victor Eugene Renuart, James W. Sight, Samanta Hegedus Stewart, Kevin F. Sullivan, Michelle L. Taylor and Cheryl L. Turnbull were elected to serve on the Board until Griffon’s 2025 Annual Meeting of Shareholders, by the votes set forth below:
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Nominee
For
Withheld
Broker
Non-Votes
Henry A. Alpert
42,442,202
1,529,474
4,012,985
Jerome L. Coben
43,042,056
929,620
4,012,985
H. C. Charles Diao
42,848,878
1,122,798
4,012,985
Louis
J. Grabowsky
43,210,588
761,088
4,012,985
Lacy M. Johnson
39,307,740
4,663,936
4,012,985
Ronald J. Kramer
42,608,135
1,363,540
4,012,986
General Victor Eugene Renuart
43,284,032
687,644
4,012,985
James
W. Sight
43,393,324
632,351
4,012,986
Samanta Hegedus Stewart
42,661,664
1,310,012
4,012,985
Kevin F. Sullivan
43,005,250
966,425
4,012,986
Michelle L. Taylor
43,267,552
704,124
4,012,985
Cheryl
L. Turnbull
43,010,233
961,444
4,012,984
Item No. 2: The Shareholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement, by the votes set forth below:
For
Against
Abstain
Broker
Non-votes
38,069,131
5,626,462
276,078
4,012,990
Item No. 3: The Shareholders approved the Amendment to authorize an increase in the number of shares available for future awards, as disclosed in the Proxy Statement, by the votes set forth below:
For
Against
Abstain
BNV
40,242,559
3,446,153
282,960
4,012,989
Item
No. 4: The Shareholders ratified the appointment of Grant Thornton LLP as Griffon’s independent registered public accounting firm for fiscal 2024, by the votes set forth below:
* Indicates a management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
