Item 5. Other Information
Item 5 Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended March 31, 2024, 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.”
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Amendment and Restatement of Employment Agreements and Severance Agreements with Named Executive Officers
Our Compensation Committee undertook a comprehensive review of our employment agreements with Ronald J. Kramer (our Chief Executive Officer and Chairman of the Board) and Robert F. Mehmel (our President and Chief Operating Officer), and our severance arrangements with Brian G. Harris (our Senior Vice President and Chief Financial Officer) and Seth L. Kaplan (our Senior Vice President, General Counsel and Secretary) (collectively, the “NEO Agreements”). Following this review, each NEO Agreement was amended and restated in its entirety. The material changes are summarized below.
The definition of “Change in Control” in each NEO Agreement was amended to align the definition across the NEO Agreements, such that “Change in Control” includes the following events: (i) the acquisition of 30% or more of Griffon’s common stock; (ii) a change in a majority of the current Griffon Board of Directors (the “Incumbent Board”) that is not approved by a majority of the Incumbent Board; (iii) completion of a business combination involving Griffon or a sale of all or substantially all of Griffon’s assets, unless certain conditions are satisfied; or (iv) approval by the stockholders of Griffon of a complete liquidation or dissolution of Griffon. The Griffon Corporation Amended and Restated 2016 Equity Incentive Plan (the “Equity Plan”) was also amended to incorporate the foregoing definition, except that “20%” is used in lieu of “30%” to align with the applicable threshold in the Equity Plan prior to this amendment.
Other material changes to the amended and restated NEO Agreements include: (i) clarifying that “Good Reason” includes any material diminution in status, office, title or reporting requirement, whether or not occurring solely as a result of Griffon ceasing to be a publicly traded entity or a Change in Control; (ii) providing that severance following a Change in Control will not be reduced by a decrease in the executive’s base salary or bonus after a Change in Control; (iii) requiring that any determination of Cause following a Change in Control must be approved by two-thirds of the applicable board of directors, after the executive has had a chance to address the board (with counsel present); and (iv) for the NEO Agreements with Messrs. Mehmel, Harris and Kaplan, removing Griffon’s unilateral right to terminate the NEO Agreement, upon a prescribed period of notice, without payment of severance.
The amended and restated NEO Agreements have also been revised to reflect the current structure of the cash bonus program in which the NEOs participate (the bonus program originally consisted of solely an annual cash bonus but was modified after the original NEO Agreements were in place to be split into an annual cash bonus and a long-term cash bonus), remove irrelevant legacy provisions, and incorporate prior amendments.
The foregoing is only a summary of the changes incorporated into the amended and restated NEO Agreements and the Equity Plan. This summary is qualified in its entirety by the actual amended and restated NEO Agreements and Amendment No. 2 to the Equity Plan, each of which is filed as an exhibit to this Quarterly Report on Form 10-Q.
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Item 6 Exhibits
10.1 Stock Purchase and Cooperation Agreement, dated February 20, 2024, by and among Griffon Corporation, Travis W. Cocke, Voss Value Master Fund, L.P., Voss Value-Oriented Special Situations Fund, L.P. and four separately managed accounts of which Voss Capital, LLC is the investment manager, the names of which are set forth on Schedule I thereto ( in corporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed February 20, 2024 (Commission File No. 1-06620)).
10.2* Griffon Corporation Director Compensation Program (adopted as of March 20, 2024).
10.3* Amended and Restated Employment Agreement made as of May 8, 2024 by and between Griffon Corporation and Ronald J. Kramer.
10.4* A mended and Restated Employment Agreement made as of May 8, 2024 by and between Griffon Corporation and Robert F. Mehmel.
10.5* A mended and Restated Severance Agreement made as of May 8, 2024 by and between Griffon Corporation and Brian G. Harris.
10.6* A mended and Restated Severance Agreement made as of May 8, 2024 by and between Griffon Corporation and Seth L. Kaplan.
10.7* A mendment No. 1 to the Griffon Corporation Amended and Restated 2016 Equity Incentive Plan, dated as of March 20, 2024 (incorporated by reference to Annex B to the Registrant's Proxy Statement relating to the 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Com mission on January 29, 2024 (Commission File No. 001-06620)).
10.8* Amendment No. 2 to the Griffon Corporation Amended and Restated 2016 Equity Incentive Plan, dated as of May 8, 2024.
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.
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
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Indicates a management contract or compensatory plan or arrangement.
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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 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: May 8, 2024
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