What changed in this filing

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Item 9A. Controls and Procedures

2024-11-13 compared with 2023-11-16 · 33 added, 68 removed, 122 unchanged (45% of the section changed)

20 unchanged sentences

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.

There were no changes in Griffon’s internal control over financial reporting that occurred during the fourth quarter of the year ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Other Information

22 unchanged sentences

Exhibit Index

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

21 unchanged sentences

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.

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 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 Quarterly Report on Form 10-Q for the quarter ended December 31, 2013.

(Commission File No.

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 Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

(Commission File 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.

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

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

10.5(b) Amended and Restated Employ ment Agreement made as of May 8, 2024 by and between Griffon Corporation and Ronald J.

(Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (Commission File No 1-06620)).

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.

10.12(b) Amendment No.

1 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.

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 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.

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

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.

10.18(b) Amendment No.

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

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

(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.

Amended and Restated Severance Agreement made a s of May 8, 2024 by and between Griffon Corporation and Seth L.

Kaplan (Exhibit 10.6 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (Commission File No 1-06620)).

A mended and Restated Emp loyment Agreement made as of May 8, 2024 by and between Griffon Co rporation and Robert F.

Mehmel (Exhibit 10.4 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (Commission File No 1-06620)).

Amended and Restated Severance Agreement made as of May 8, 2024 by and between Griffon Corporation and Brian G.

Harris (Exhibit 10.5 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (Commission File No 1-06620)).

10.10(a)(b) Offer Letter, dated November 13, 2024, b etween the Company and Brian G.

10.11(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.

1 unchanged sentence

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.

10.22(b) Amendment No.

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.

10.14(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.

Amendment No .

1 to the Griffon Corporat ion Amended and R estated 2016 Equity In centive Plan, dates as of March 20, 2 024 (inco r p orated by reference to A ppendix B to the Registrant's Proxy Statement relating to the 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on January 2 9, 2024 (Com m ission File No .

10.16(b) Amendment No.

2 to the Griffon Corporation Amended and Restated 2016 Equity Incentive Plan, dated as of May 8, 2024 (Exhibit 10.8 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (Commission File No.

10.17(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.

and Wells Fargo Bank, National Association, as co-syndication agents, Bank of America, N.A., Capital One, N.A.

and Citizens Bank, National Association, as co-documentation agents and JPMorgan Chase Bank, N.A., as administrative agent (Exhibit 99.1 to Current Report on Form 8-K dated March 22, 2016 (Commission File No.

10.27 First Amendment, dated as of June 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 99.1 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File No.

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 10.34 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.

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.

10.18(b) Griffon Corporation Director Compensation Program (adopted as of March 20, 2024) .

(Exhibit 10.2 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (Commission File No.

10.19 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 A to the Second Amendment to Fourth 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, filed as Exhibit 99.1 to Current Report on Form 8-K filed January 28, 2022 (Commission File No.

10.20 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.

10.21 Second Amendment to Fifth Amended and Restated Credit Agreement, dated as of June 26, 2022, by and among Griffon Corporation, Bank of America, N.A., as administrative agent, and the several banks and other financial institutions or entities from time to time parties thereto, dated June 26, 2024 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed June 26, 2024 (Commission File No.

10.22 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.

3 unchanged sentences

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.

10.26 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 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed February 20, 2024 (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.

I nsider Trading Policy

21(a) Subsidiaries of the Registrant

3 unchanged sentences

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

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***

Griffon Corporation Clawback Policy (Exhibit 97(a) to Annual Report on Form 10-K for the year ended September 30, 2023 (Commission File No 1-06620)).

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 Presentation Document

_______________________

14 unchanged sentences

Kramer (Principal Executive Officer)

Harris Senior Vice President and Chief Financial Officer

Harris Executive Vice President and Chief Financial Officer

Harris (Principal Financial Officer)

4 unchanged sentences

Coben Director

/s/ Travis W.

Charles Diao Director

12 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