What changed in this filing

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Item 5. Other Information

2021-01-29 compared with 2020-07-31 · 25 added, 24 removed, 13 unchanged (79% of the section changed)

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.

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.

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.

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.

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.

Submission of Matters to a Vote of Security Holders.

On January 28, 2021, Griffon held its Annual Meeting.

Of the 56,225,426 shares of common stock outstanding and entitled to vote, 53,678,628 shares, or 95.5%, 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 stockholders at the Annual Meeting are as follows:

All of the Board’s nominees for Class II directors were elected to serve until Griffon’s 2024 Annual Meeting of Stockholders, by the votes set forth below:

Nominee For Withheld Broker Non-Votes

Alpert 36,734,967 15,328,412 1,615,249

Coben 50,896,931 1,166,448 1,615,249

Kramer 48,099,148 3,964,231 1,615,249

General Victor Eugene Renuart 51,100,257 963,122 1,615,249

Sullivan 50,961,302 1,102,077 1,615,249

The stockholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in Griffon’s Proxy Statement, by the votes set forth below:

For Against Abstain Broker Non-votes

26,187,930 25,210,174 665,276 1,615,248

The stockholders ratified the appointment of Grant Thornton LLP as Griffon’s independent registered public accounting firm for fiscal 2021, by the votes set forth below:

For Against Abstain

53,082,277 545,610 50,739

Item 6 Exhibits

31.1 Certification pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Document

XBRL Taxonomy Extension Definitions Document

XBRL Taxonomy Extension Labels Document

XBRL Taxonomy Extension Presentations Document

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

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.

6 unchanged sentences

(Principal Accounting Officer)

July 30, 2020

January 28, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information