Griffon Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| 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
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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).
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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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