What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-11-18 compared with 2021-11-17 · 78 added, 43 removed, 112 unchanged (52% of the section changed)

4 unchanged sentences

SEC guidance permits the exclusion of an evaluation of the effectiveness of a registrant's disclosure controls and procedures as they relate to the internal control over financial reporting for an acquired business during the first year following such acquisition.

As discussed in Note 3 to the consolidated financial statements contained in this Report, the Company acquired Hunter Fan Company ("Hunter").

The acquisition represents approximately 9.0% of the Company's consolidated revenue for the year ended September 30, 2022, and approximately 31.0% of the Company's consolidated assets at September 30, 2022.

Management's evaluation and conclusion as to the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2022 excludes any evaluation of the internal control over financial reporting of Hunter.

Management’s Report on Internal Control over Financial Reporting

6 unchanged sentences

There were no changes in Griffon’s internal control over financial reporting identified in connection with the evaluation referred to above that occurred during the fourth quarter of the year ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

In connection with the Hunter acquisition, Griffon is in the process of integrating its controls and procedures with respect to

Hunter's operations.

Griffon expects to include the internal controls with respect to Hunter operations in its assessment of the

effectiveness of its internal controls over financial reporting as of the end of fiscal year 2023.

Other than the acquisition of

Hunter, during the period covered by this report, there were no changes in Griffon’s internal control over financial reporting

which materially affected, or are reasonably likely to materially affect, Griffon’s internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

10 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

The information required by Part III:

3 unchanged sentences

Item 13, Certain Relationships and Related Transactions, and Director Independence ;

and Item 14, Principal Accountant Fees and Services , is included in and incorporated by reference to Griffon’s definitive proxy statement in connection with its Annual Meeting of Stockholders scheduled to be held in January, 2022, to be filed with the Securities and Exchange Commission within 120 days following the end of Griffon’s fiscal year ended September 30, 2021.

and Item 14, Principal Accountant Fees and Services , is included in and incorporated by reference to Griffon’s definitive proxy statement in connection with its Annual Meeting of Stockholders scheduled to be held in March, 2023, to be filed with the Securities and Exchange Commission within 120 days following the end of Griffon’s fiscal year ended September 30, 2022.

Information required by Part III, Item 10, relating to the executive officers of the Registrant, appears under Item 1 of this report.

12 unchanged sentences

Exhibit Index

3.1 Restated Certificate of Incorporation (Exhibit 3.1 of Annual Report on Form 10-K for the year ended September 30, 1995 (Commission File No.

1-06620) and Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (Commission File No.

3.2 Amended and Restated By-laws (Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (Commission File No.

2.1 Agreement and Plan of Merger, dated as of December 17, 2021, by and among MidOcean Hunter Holdings, Inc., The Ames Companies Inc., Ames Hunter Holdings Corporation and MidOcean Partners III-D, L.P., as representative for the equityholders of MidOcean Hunter Holdings, Inc.

(Exhibit 2.1 of Current Report on Form 8-K file December 21, 2021 (Commission File No.

2.2 Share Purchase Agreement by and among TTM Technologies, Inc., Exphonics, Inc.

and Griffon Corporation, dated as of April 18, 2022 (incorporated by reference to Exhibit 2.1 of Current Report on Form 8-K filed April 21, 2022 (Commission File No.

2.3 First Amendment to Share Purchase Agreement, dated as of June 11, 2022, to that certain Share Purchase Agreement, dated as of April 18, 2022, by and among TTM Technologies, Inc., Exphonics, Inc.

and Griffon Corporation (Exhibit 2.2 of Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (Commission File No.

2.4 Letter Agreement, dated as of June 11, 2022, modifying that certain Share Purchase Agreement, dated as of April 18, 2022, by and among TTM Technologies, Inc., Exphonics, Inc.

and Griffon Corporation (Exhibit 2.3 of Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (Commission File No.

3.1 Restated Certificate of Incorporation, as amended (Exhibit 3.1 of Annual Report on Form 10-K for the year ended September 30, 1995 (Commission File No.

1-06620), Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (Commission File No.

1-06620), and Exhibit 3.1 of Current Report on Form 8-K dated February 18, 2022 (Commission File No.

3.2 Amended and Restated By-laws, as amended (Exhibit 3.1 of Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (Commission File No.

1-06620), Exhibit 3.2 of Current Report on Form 8-K dated February 18, 2022 (Commission File No.

1-06620), and Exhibit 3.1 of Current Report on Form 8-K dated October 6, 2022 (Commission File No.

4.1 Specimen Certificate for Shares of Common Stock of Registrant (Exhibit 4.3 of Registration Statement on Form S-3 Registration Statement No.

1 unchanged sentence

4.2 Indenture, dated as of February 19, 2020, among Griffon Corporation, the Guarantors named on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee (Exhibit 4.1 to Current Report on Form 8-K dated February 20, 2020 (Commission File No.

4.3 Registration Rights Agreement, dated as of February 19, 2020, by and among Griffon Corporation, the Guarantors party thereto and BofA Securities, Inc., as the Representative of the several Initial Purchasers (Exhibit 4.2 to Current Report on Form 8-K dated February 19, 2020 (Commission File No.

4.4 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 Current Report on Form 8-K dated June 22, 2020 (Commission File No.

4.5 Underwriting Agreement, dated August 13, 2020, by and among Griffon Corporation, Robert W.

Incorporated and Ronald J.

Kramer (Exhibit 1.1 to Current Report on Form 8-K dated August 1, 2020 (Commission File No.

4.3 Description of Registrant’s Securities.

(Exhibit 4.6 of Annual Report on Form 10-K for the year ended September 30, 2020 (Commission File No.

10.1** Employment Agreement dated as of July 1, 2001 between the Registrant and Robert Balemian (Exhibit 10.2 of Current Report on Form 8-K file May 18, 2001 (Commission File No.

10.1(b) Employment Agreement dated as of July 1, 2001 between the Registrant and Robert Balemian (Exhibit 10.2 of Current Report on Form 8-K file May 18, 2001 (Commission File No.

10.2 Form of Indemnification Agreement between the Registrant and its officers and directors (Exhibit 10.2 of Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 (Commission File No.

10.3** Supplemental Executive Retirement Plan as amended through July 18, 2006 (Exhibit 10.3 to Current Report on Form 8-K filed July 21, 2006 (Commission File No.

10.4** Amendment No.

10.3(b) Supplemental Executive Retirement Plan as amended through July 18, 2006 (Exhibit 10.3 to Current Report on Form 8-K filed July 21, 2006 (Commission File No.

10.4(b) Amendment No.

1 to the Amended and Restated Supplemental Executive Retirement Plan dated August 3, 2007 (Exhibit 10.3 to the Current Report on Form 8-K filed August 6, 2007 (Commission File No.

10.5** Employment Agreement, dated March 16, 2008, between the Registrant and Ronald J.

10.5(b) Employment Agreement, dated March 16, 2008, between the Registrant and Ronald J.

(Exhibit 10.1 to the Current Report on Form 8-K filed March 20, 2008 (Commission File No.

10.6** Amendment No.1 to Employment Agreement made as of February 3, 2011 by and between Griffon Corporation and Ronald J.

10.6(b) Amendment No.1 to Employment Agreement made as of February 3, 2011 by and between Griffon Corporation and Ronald J.

Kramer (Exhibit 99.4 to the Current Report on Form 8-K filed February 9, 2011 (Commission File No.

10.7** Amendment No.

10.7(b) Amendment No.

2 to Employment Agreement made as of December 12, 2013 by and between Griffon Corporation and Ronald J.

1 unchanged sentence

(Commission File No.

10.8** Offer Letter, dated April 27, 2010 between the Company and Seth L.

10.8(b) Amendment No.

3 to Employment Agreement made as of April 28, 2022 by and between Griffon Corporation and Ronald J.

Kramer (Exhibit 10.4 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

(Commission File No.

10.9(a)(b) Amendment No.

4 to Employment Agreement made as of November 14, 2022 by and between Griffon Corporation and Ronald J.

10.10(b) Offer Letter, dated April 27, 2010 between the Company and Seth L.

Kaplan (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (Commission File No.

10.9** Severance Agreement, dated April 27, 2010 between the Company and Seth L.

10.11(b) Severance Agreement, dated April 27, 2010 between the Company and Seth L.

Kaplan (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 (Commission File No.

10.10** Employment Agreement, dated December 7, 2012, by and between Griffon Corporation and Robert F.

10.12(b) Amendment No.

2 to Severance Agreement made as of April 28, 2022 by and between Griffon Corporation and Seth L.

Kaplan (Exhibit 10.6 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

(Commission File No.

10.13(a) (b) Amendment No.

3 to Severance Agreement made as of April 28, 2022 by and between Griffon Corporation and Seth L.

10.14(b) Employment Agreement, dated December 7, 2012, by and between Griffon Corporation and Robert F.

Mehmel (Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 (Commission File No.

10.11** Offer Letter, dated June 1, 2015 between the Company and Brian G.

10.15(a) (b) Amendment No.

2 to Employment Agreement made as of April 28, 2022 by and between Griffon Corporation and Robert F.

10.16(b) Offer Letter, dated June 1, 2015 between the Company and Brian G.

Harris (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (Commission File No.

10.12** Severance Agreement, dated July 30, 2015 between the Company and Brian G.

10.17(b) Severance Agreement, dated July 30, 2015 between the Company and Brian G.

Harris (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (Commission File No.

10.13** Griffon Corporation 2016 Equity Incentive Plan (Exhibit A to the Registrant’s Proxy Statement relating to the 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2015 (Commission File No.

10.14** Amendment No.

10.18(b) Amendment No.

2 to Severance Agreement made as of April 28, 2022 by and between Griffon Corporation and Brian G.

Harris (Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

(Commission File No.

10.19(a) (b) Amendment No.

3 to Severance Agreement made as of April 28, 2022 by and between Griffon Corporation and Brian G.

10.20(b) Griffon Corporation 2016 Equity Incentive Plan (Exhibit A to the Registrant’s Proxy Statement relating to the 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2015 (Commission File No.

10.21(b) Amendment No.

1 to the Griffon Corporation 2016 Equity Incentive Plan (Annex B to Griffon's Proxy Statement relating to the 2018 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 18, 2017 (Commission File No.

10.15** Amendment No.

2 to the 2016 Equity Incentive Plan (incorporated by reference to Annex B to Griffon’s Proxy Statement relating to the 2020 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2019 (Commission File No.

10.16** Amended and Restated 2016 Performance Bonus Plan, dated as January 29, 2020 (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 (Commission File No.

10.17** Griffon Corporation Director Compensation Program, Amended and Restated as of January 30, 2020 (Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 (Commission File No.

10.22(b) Amendment No.

2 to the 2016 Equity Incentive Plan (Annex B to Griffon’s Proxy Statement relating to the 2020 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on December 17, 2019 (Commission File No.

10.23(b) Amended and Restated 2016 Equity Incentive Plan (Exhibit 99.1 to the Current Report on Form 8-K filed February 18, 2022 (Commission File No.

10.24(b) Amended and Restated 2016 Performance Bonus Plan, dated as January 29, 2020 (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 (Commission File No.

10.25(b) Griffon Corporation Director Compensation Program, Amended and Restated as of March 3, 2022 (Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (Commission File No.

10.26 Third Amended and Restated Credit Agreement, dated as of March 22, 2016, among Griffon Corporation, a Delaware corporation, the several banks and other financial institutions or entities from time to time party thereto, Deutsche Bank Securities Inc.

7 unchanged sentences

10.32 Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of January 30, 2020, to that certain Third Amended and Restated Credit Agreement, dated as of March 22, 2016, among Griffon Corporation, the several banks and other financial institutions or entities from time to time parties thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 (Commission File No.

10.33 First Amendment to Fourth Amended and Restated Credit Agreement, dated as of December 9, 2021, to that certain Fourth Amended and Restated Credit Agreement, dated as of January 30, 2020, among Griffon Corporation, the several banks and other financial institutions or entities from time to time parties thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2021 (Commission File No.

10.34 Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of January 24, 2022,

to that certain Fourth Amended and Restated Credit Agreement, dated as of January 30, 2020, among Griffon Corporation, the several banks and other financial institutions or entities from time to time parties thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto (Exhibit 99.1 of Current Report on Form 8-K filed January 28, 2022 (Commission File No.

10.35 Guarantee and Collateral Agreement, dated as of March 18, 2011, by Griffon Corporation and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent (Exhibit 99.3 to the Current Report on Form 8-K filed March 18, 2011 (Commission File No.

2 unchanged sentences

(Exhibit 99.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File No.

10.28 Purchase Agreement, dated as of February 4, 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 Current Report on Form 8-K dated February 5, 2020 (Commission File No.

10.29 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 Current Report on Form 8-K dated June 9, 2020 (Commission File No.

14.1 Code of Business Conduct and Ethics (Exhibit 14.1 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (Commission File No.

21* Subsidiaries of the Registrant

23* Consent of Grant Thornton LLP

31.1* Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act

31.2* Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act

32* Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 USC Section 1350.

21(a) Subsidiaries of the Registrant

23(a) Consent of Grant Thornton LLP

31.1(a) Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act

31.2(a) Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act

32(a) Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 18 USC Section 1350.

101.INS XBRL Instance Document***

5 unchanged sentences

_______________________

* Filed herewith.

(a) Filed herewith.

All other exhibits are incorporated herein by reference to the exhibit indicated in the parenthetical references.

** Indicates a management contract or compensatory plan or arrangement.

*** In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed.”

(b) Indicates a management contract or compensatory plan or arrangement.

(c) In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Annual Report on Form 10-K shall be deemed to be “furnished” and not “filed.”

Form 10-K Summary.

7 unchanged sentences

Kramer (Principal Executive Officer)

/s/ Robert F.

Mehmel President, Chief Operating Officer and

Mehmel Director

Harris Senior Vice President and Chief Financial Officer

7 unchanged sentences

Brosig Director

Charles Diao Director

Grabowsky Director

/s/ Robert G.

Harrison Director

Johnson Director

5 unchanged sentences

Samanta Hegedus Stewart

/s/ Michelle L.

Taylor Director

/s/ Cheryl L.

Turnbull Director

/s/ William H.

Waldorf Director

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-K

Item 9A. Controls and Procedures