GRIFFON CORP 10-Q

Item 5 Other Information Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Election of New Director On July 29, 2020, Jerome L. Coben was elected to serve on Griffon’s Board of Directors as a Class II Director, and was appointed to serve on the Nominating and Governance Committee. Mr. Coben also entered into a customary indemnification agreement with Griffon which provides that Griffon will indemnify Mr. Coben to the fullest extent permitted by applicable law, and which includes provisions relating to the advancement of expenses incurred by or on behalf of Mr. Coben. This indemnification agreement is in the same form as the indemnification agreement entered into between Griffon and each of its other directors and each of its executive officers; the form of the indemnification agreement is filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013. Mr. Coben will receive compensation for his services pursuant to our director compensation program. This program is filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2019. Pursuant to our director compensation program, Mr. Coben received a grant of 4,296 restricted shares of Griffon common stock at the time of his election to the Board, which grant vests at the rate of one-third a year for three years. 58 Table of Contents Item 6 Exhibits 4.1 Registration Rights Agreement, dated as of June 22, 2020, by and among Griffon Corporation, the Guarantors party thereto and BofA Securities, Inc., as the Representative of the several Initial Purchasers (Exhibit 4.1 to the Current Report on Form 8-K filed June 22, 2020 (Commission File No. 1-06620)). 31.1 Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certifications pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1 Purchase Agreement, dated as of June 8, 2020, by and among Griffon Corporation, the Guarantors named therein and BofA Securities, Inc., as Representative of the several Initial Purchasers named therein (Exhibit 99.1 to the Current Report on Form 8-K filed June 9, 2020 (Commission File No. 1-06620)). 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Document 101.DEF XBRL Taxonomy Extension Definitions Document 101.LAB XBRL Taxonomy Extension Labels Document 101.PRE XBRL Taxonomy Extension Presentations Document 59 Table of Contents 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 thereunto duly authorized. GRIFFON CORPORATION /s/ Brian G. Harris Brian G. Harris Senior Vice President and Chief Financial Officer (Principal Financial Officer) /s/ W. Christopher Durborow W. Christopher Durborow Vice President and Chief Accounting Officer (Principal Accounting Officer) Date: July 30, 2020 60