GFF 8-K
Griffon Corp (GFF)
8-K
2025-03-13
For: 2025-03-11
View Original
Added on
April 04, 2026
| UNITED STATES | ||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||
| Washington, D.C. 20549 | ||||||||
FORM | ||||||||
| CURRENT REPORT | ||||||||
| Pursuant to Section 13 or 15(d) of the | ||||||||
| Securities Exchange Act of 1934 | ||||||||
Date of Report (Date of earliest event reported): March 11, 2025
(Exact name of registrant as specified in its charter) | ||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) (Zip Code) | ||||||||
( | ||||||||
| (Registrant’s telephone number, including area code) | ||||||||
| Not Applicable | ||||||||
| (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:
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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 | ||||||||||||
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 | ||||||||
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. ☐
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Item 5.03 Amendment to Articles of Incorporation or By-laws
Amendment to Certificate of Incorporation
The Board of Directors (the “Board”) of Griffon Corporation (“Griffon”) previously approved an amendment (the “Charter Amendment”) to Griffon’s Certificate of Incorporation (the “Charter”), subject to the approval by Griffon’s shareholders (the “Shareholders”) at Griffon’s 2025 Annual Meeting of Shareholders (the “Annual Meeting”). The Shareholders approved the Charter Amendment on March 11, 2025, as discussed in Item 5.07 below. The Charter Amendment approved by the Board, and subsequently approved by the Shareholders, provides as follows:
•Article FIFTH of the Charter was amended to reduce the size of the Board from a range of twelve to fourteen directors to a range of nine to eleven directors.
•Article FOURTEENTH of the Charter was amended to provide for the exculpation of certain Griffon officers from breaches of fiduciary duty to the extent permitted by Delaware law.
The Charter Amendment approved by the Shareholders was made effective by filing with the Secretary of State of the State of Delaware on March 11, 2025. The foregoing discussion of the Charter Amendment is qualified in its entirety by reference to the Charter Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Amendment to Bylaws
In connection with the foregoing Charter Amendment, the Board also approved, contingent on Shareholder approval of the Charter Amendment, Amendment No. 3 to Griffon’s Amended and Restated By-laws (the “By-law Amendment”). The By-law Amendment contains a conforming amendment related to the Charter Amendment, to reduce the size of the Board from a range of twelve to fourteen directors to a range of nine to eleven directors.
The foregoing discussion of the By-law Amendment is qualified in its entirety by reference to the full text of the By-law Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 11, 2025, Griffon held the Annual Meeting. Of the 48,059,823 shares of common stock outstanding and entitled to vote, 44,400,968 shares, or 92.4%, 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, 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 2026 Annual Meeting of Shareholders, by the votes set forth below:
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| Nominee | For | Withheld | Broker Non-Votes | ||||||||
| Henry A. Alpert | 39,126,240 | 1,484,790 | 3,789,938 | ||||||||
| Jerome L. Coben | 38,603,201 | 2,007,829 | 3,789,938 | ||||||||
| H. C. Charles Diao | 39,700,248 | 910,782 | 3,789,938 | ||||||||
| Louis J. Grabowsky | 39,595,852 | 1,015,178 | 3,789,938 | ||||||||
| Lacy M. Johnson | 37,535,711 | 3,075,319 | 3,789,938 | ||||||||
| Ronald J. Kramer | 38,796,467 | 1,814,563 | 3,789,938 | ||||||||
| James W. Sight | 40,163,865 | 447,165 | 3,789,938 | ||||||||
| Samanta Hegedus Stewart | 38,065,764 | 2,545,266 | 3,789,938 | ||||||||
| Kevin F. Sullivan | 39,641,260 | 969,770 | 3,789,938 | ||||||||
| Michelle L. Taylor | 40,108,738 | 502,292 | 3,789,938 | ||||||||
| Cheryl L. Turnbull | 38,493,811 | 2,117,219 | 3,789,938 | ||||||||
Item No. 2: The Shareholders approved the amendment to the Charter to reduce the size of the Board from a range of twelve to fourteen directors to a range of nine to eleven directors, as disclosed in the Proxy Statement, by the votes set forth below:
| For | Against | Abstain | ||||||
| 44,189,135 | 186,733 | 25,100 | ||||||
Item No. 3: The Shareholders approved an amendment to our Certificate of Incorporation to provide for the exculpation of certain officers from breaches of fiduciary duty to the extent permitted by Delaware law, as disclosed in the Proxy Statement, by the votes set forth below:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 37,582,065 | 2,784,323 | 244,642 | 3,789,938 | ||||||||
Item No. 4: 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 | ||||||||
| 36,193,315 | 4,137,829 | 279,886 | 3,789,938 | ||||||||
Item No. 5: The Shareholders ratified the appointment of Grant Thornton LLP as Griffon’s independent registered public accounting firm for fiscal 2025, by the votes set forth below:
| For | Against | Abstain | ||||||
| 44,024,795 | 306,607 | 69,565 | ||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit | ||||
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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.
| GRIFFON CORPORATION | ||
By: /s/ Seth L. Kaplan | ||
| Seth L. Kaplan | ||
| Senior Vice President | ||
Date: March 13, 2025
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GRIFFON CORPORATION
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
General Corporation Law of the State of Delaware)
GRIFFON CORPORATION, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
1. That the Board of Directors of the Corporation duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), declaring said amendment to be in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders thereof.
2. The first sentence of Article FIFTH of the Certificate of Incorporation is hereby deleted and replaced with the following:
“The number of directors of the corporation shall be not less than nine (9) nor more than eleven (11) and the number to be chosen within such limits shall be determined in the manner prescribed by the by-laws of this corporation.”
3. Article FOURTEENTH of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
“FOURTEENTH: No person who is or was at any time a director or an officer of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty by such person as a director or an officer; provided, however, that, unless and except to the extent otherwise permitted from time to time by applicable law, the provisions of this Article FOURTEENTH shall not eliminate or limit the liability (i) of a director or an officer for breach of the director’s or the officer’s duty of loyalty to the corporation or its stockholders, (ii) of a director or an officer for any act or omission by the director or the officer which is not in good faith or which involves intentional misconduct or a knowing violation of law, (iii) of a director under Section 174 of the Delaware General Corporation Law, (iv) of a director or an officer for any transaction from which the director or the officer derived an improper personal benefit, (v) of any officer in any action by or in the right of the corporation, or (vi) of any director for any act or omission occurring prior to February 27, 1987 and of any officer for any act or omission occurring prior to March 11, 2025. If the Delaware General Corporation Law is subsequently amended to further eliminate or limit the liability of a director or an officer, then a director or an officer of the corporation, in
BUSINESS.32130100.3 | ||
addition to the circumstances in which a director or an officer is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended Delaware General Corporation Law. No amendment or repeal of this Article FOURTEENTH shall apply to or have any effect on the liability or alleged liability of any director or any officer of the corporation for or with respect to any act or omission of such director or such officer occurring prior to such amendment or repeal.”
4. That each of the foregoing amendments were approved by the holders of the requisite number of shares of common stock of the Corporation at a meeting of the stockholders held on March 11, 2025.
5. That said amendments have been duly adopted in accordance with Section 242 of the Delaware General Corporation Law.
6. The effective date of the amendments shall be March 11, 2025.
* * *
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BUSINESS.32130100.3 | ||
IN WITNESS WHEREOF, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of the Corporation on this 11th day of March 2025.
GRIFFON CORPORATION
By: /s/ Seth L. Kaplan
Name: Seth L. Kaplan
Title: Senior Vice President
Exhibit 3.2
AMENDMENT NO. 3
TO
AMENDED AND RESTATED
BY-LAWS
OF
GRIFFON CORPORATION
GRIFFON CORPORATION, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “corporation”), does hereby certify:
1. That the Board of Directors of the corporation duly adopted resolutions proposing to amend the amended and restated by-laws of the corporation (the “by-laws”), declaring the purpose of said amendment to be to conform the by-laws to an amendment to the corporation’s certificate of incorporation approved by the corporation’s stockholders at the 2025 annual meeting of stockholders of the corporation.
2. Section 1 of Article III of the by-laws of the corporation is hereby deleted and replaced with the following:
“The number of directors which shall constitute the whole board shall be determined from time to time by resolution passed by the board of directors; provided, however, that such number shall be not less than nine (9) nor more than eleven (11). No director need be a stockholder of the corporation. Any director may be removed from office with cause at any time by the affirmative vote of stockholders of record holding a majority of the outstanding shares of stock of the corporation entitled to vote, given at a meeting of the stockholders called for that purpose.”
3. The effective date of the amendment shall be March 11, 2025.
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