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Item 9A. Controls and Procedures

2023-11-16 compared with 2022-11-18 · 58 added, 58 removed, 132 unchanged (47% of the section changed)

2 unchanged sentences

Griffon’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of Griffon’s disclosure controls and procedures, as defined by Exchange Act Rule 13a-15(e).

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, Griffon’s disclosure controls and procedures were effective to ensure that information required to be disclosed by Griffon in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

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.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2023, Griffon’s disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

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Management, under the supervision and with the participation of Griffon’s Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of Griffon’s internal control over financial reporting as of September 30, 2023 and concluded that it is effective.

Griffon’s independent registered public accounting firm, Grant Thornton LLP, has audited the effectiveness of Griffon’s internal control over financial reporting as of September 30, 2022, and has expressed an unqualified opinion in their report which appears in this Annual Report on Form 10-K.

Changes in Internal Controls

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

Griffon’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

8 unchanged sentences

Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Griffon’s independent registered public accounting firm, Grant Thornton LLP, has audited the effectiveness of Griffon’s internal control over financial reporting as of September 30, 2023, and has expressed an unqualified opinion in their report which appears in this Annual Report on Form 10-K.

Changes in Internal Controls

During the fiscal year ended September 30, 2023, we integrated the Hunter business into Griffon's disclosure controls and procedures, and as of September 30, 2023, Hunter is included in our assessment of the effectiveness of our internal controls over financial reporting.

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, 2023 that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended September 30, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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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 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.

and Item 14, Principal Accountant Fees and Services , will be included in and is incorporated by reference to Griffon’s definitive proxy statement in connection with its Annual Meeting of Stockholders scheduled to be held in March 2024, to be filed with the Securities and Exchange Commission within 120 days following the end of Griffon’s fiscal year ended September 30, 2023.

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

13 unchanged sentences

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.

(Exhibit 2.1 to 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.

and Griffon Corporation, dated as of April 18, 2022 (incorporated by reference to Exhibit 2.1 to 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.

and Griffon Corporation (Exhibit 2.2 to 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.

and Griffon Corporation (Exhibit 2.3 of Quarterly Report to 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.

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

1-06620), and Exhibit 3.1 of Current Report to 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 to Form 10-Q for the quarter ended March 31, 2013 (Commission File No.

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

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

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

333-109171 (Commission File No.

1 unchanged sentence

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(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.

(Exhibit 4.6 of Annual Report to Form 10-K for the year ended September 30, 2020 (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 to 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 to Form 10-Q for the quarter ended June 30, 2013 (Commission File 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.

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

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.

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

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.

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

10.7(b) Amendment No.

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

Kramer (Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended December 31, 2013.

Kramer (Exhibit 10.1 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2013.

(Commission File No.

1 unchanged sentence

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.

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

(Commission File No.

10.9(a)(b) Amendment No.

Amendment No.

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

Kramer (Exhibit 10.9 to Annual Report on Form 10-K for the year ended September 30, 2022 (Commission File No.

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

6 unchanged sentences

(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.

Amendment No.

2 to Severance Agreement made as of N ovember 1 4 , 2022 by and between Griffon Corporation and Seth L.

Kaplan (Exhibit 10.13 to Annual Report on Form 10-K for the year ended September 30, 2022 (Commission File No.

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.

10.15(a) (b) Amendment No.

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

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

Amendment No.

1 to Employment Agreement made as of November 14 , 2022 by and between Griffon Corporation and Robert F.

Mehmel (Exhibit 10.15 to Annual Report on Form 10-K for the year ended September 30, 2022 (Commission File No.

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

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1 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.

Harris (Exhibit 10.5 to 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.

Amendment No.

2 to Severance Agreement made as of November 14 , 2022 by and between Griffon Corporation and Brian G.

Harris (Exhibit 10.19 to Annual Report on Form 10-K for the year ended September 30, 2022 (Commission File No.

10.20(b) Griffon Corporation 2016 Equity Incentive Plan (Exhibit A to 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.

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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.

10.23(b) Amended and Restated 2016 Equity Incentive Plan (Exhibit 99.1 to 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.

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10.28 Second Amendment, dated as of October 2, 2017, to 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 party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto (Exhibit 99.3 to Current Report on Form 8-K dated October 2, 2017 (Commission File No.

10.29 Third Amendment, dated as of February 9, 2018, to 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 party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto (Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2019 (Commission File No.

10.30 Fourth Amendment, dated as of May 31, 2018, to 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 party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto (Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed June 1, 2018 (Commission File No.

10.29 Third Amendment, dated as of February 9, 2018, to 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 party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto (Exhibit 10.34 to Annual Report on Form 10-K for the year ended September 30, 2018 (Commission File No.

10.30 Fourth Amendment, dated as of May 31, 2018, to 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 party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other agents party thereto (Exhibit 99.1 to Current Report on Form 8-K filed June 1, 2018 (Commission File No.

10.31 Fifth Amendment, dated as of February 22, 2019, to 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 March 31, 2019 (Commission File No.

3 unchanged sentences

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.

First Amendment to Fifth Amended and Restated Credit Agreement, dated as of August 1, 2023, to that certain Fifth Amended and Restated Credit Agreement, dated as of January 24, 2022, 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 June 30, 2023 (Commission File No.

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.

Cooperation Agreement, dated as of January 8, 2023, by and among Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P., Voss Advisors GP, LLC, Voss Capital, LLC and Griffon Corporation (Exhibit 10.1 to Current Report on Form 8-K filed January 9, 2023 (Commission File No.

Stock Purchase Agreement, dated as of September 5, 2023, by and between Griffon Corporation and each of two separately managed accounts of which Voss Capital, LLC is the investment manager (Exhibit 10.1 to Current Report on Form 8-K filed September 5, 2023 (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.

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

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 Presentation Document***

Griffon Corporation Clawback Policy

101.INS (d) XBRL Instance Document***

101.SCH (d) XBRL Taxonomy Extension Schema Document***

101.CAL (d) XBRL Taxonomy Extension Calculation Document***

101.DEF (d) XBRL Taxonomy Extension Definitions Document***

101.LAB (d) XBRL Taxonomy Extension Labels Document***

101.PRE (d) XBRL Taxonomy Extension Presentation Document***

_______________________

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(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.”

(c) The registrant has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b)(2) of Regulation S-K.

The registrant will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

(d) 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.

14 unchanged sentences

Coben Director

/s/ Thomas J.

Brosig Director

/s/ Travis W.

Charles Diao Director

4 unchanged sentences

Sight Director

Sullivan Director

/s/ Samanta Hegedus Stewart Director

Samanta Hegedus Stewart

Sullivan Director

/s/ Michelle L.

3 unchanged sentences

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