GRIFFON CORP
For the period ended Sep 30, 2024. Filed Nov 13, 2024.
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FY2024 · Filed Nov 13, 2024
GFF$104.38-2.2%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| (a) | (1) | Financial Statements – Covered by Report of Independent Registered Public Accounting Firm |
|---|---|---|
| (A) | Consolidated Balance Sheets at September 30, 2024 and 2023 | |
| (B) | Consolidated Statements of Operations and Comprehensive Income (Loss) for the Fiscal Years Ended September 30, 2024, 2023 and 2022 | |
| (C) | Consolidated Statements of Cash Flows for the Fiscal Years Ended September 30, 2024, 2023 and 2022 | |
| (D) | Consolidated Statements of Shareholders’ Equity for the Fiscal Years Ended September 30, 2024, 2023 and 2022 | |
| (E) | Notes to the Consolidated Financial Statements | |
| (2) | Financial Statement Schedule – Covered by Report of Independent Registered Public Accounting Firm | |
| Schedule II – Valuation and Qualifying Accounts | ||
| All other schedules are not required and have been omitted. | ||
| (3) | The information required by this Section (a)(3) of Item 15 is set forth on the exhibit index that follows the signatures page of this Form 10-K. | |
Exhibit Index
| ExhibitNo. | |
|---|---|
| 2.1(c) | 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 equity holders of MidOcean Hunter Holdings, Inc. (Exhibit 2.1 to Current Report on Form 8-K file December 21, 2021 (Commission File No. 1-06620)). |
| 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 to Current Report on Form 8-K filed April 21, 2022 (Commission File No. 1-06620)). |
| 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 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (Commission File No. 1-06620)). |
| 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 to Form 10-Q for the quarter ended June 30, 2022 (Commission File No. 1-06620)). |
| 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 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. 1-06620)). |
| 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. 1-06620)). |
| 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. 1-06620)). |
| 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. 1-06620)). |
| 4.3 | Description of Registrant’s Securities. (Exhibit 4.6 of Annual Report to Form 10-K for the year ended September 30, 2020 (Commission File No. 1-06620)). |
| 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. 1-06620)). |
| 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. 1-06620)). |
| 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. 1-06620)). |
| 10.4(b) | Amendment 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. 1-06620)). |
| 10.5(b) | Amended and Restated Employment Agreement made as of May 8, 2024 by and between Griffon Corporation and Ronald J. Kramer. (Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (Commission File No 1-06620)). |
| 10.6(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. 1-06620)). |
| 10.7(b) | Amended and Restated Severance Agreement made as 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)). |
| 10.8(b) | Amended and Restated Employment Agreement made as of May 8, 2024 by and between Griffon Corporation 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)). |
| ExhibitNo. | |
|---|---|
| 10.9(b) | 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, between the Company and Brian G. Harris. |
| 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. 1-06620)). |
| 10.12(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. 1-06620)). |
| 10.13(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. 1-06620)). |
| 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. 1-06620)). |
| 10.15(b) | Amendment No. 1 to the Griffon Corporation Amended and Restated 2016 Equity Incentive Plan, dates as of March 20, 2024 (incorporated by reference to Appendix B to the Registrant's Proxy Statement relating to the 2024 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on January 29, 2024 (Commission File No. 001-06620)). |
| 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. 1-06620)). |
| 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. 1-06620)). |
| 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. 1-06620)). |
| 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. 1-06620)). |
| 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. 1-06620)). |
| 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. 1-06620)). |
| 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. 1-06620)). |
| 10.23 | Amendment, dated as of March 28, 2013, to 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 99.2 to the Current Report on Form 8-K filed April 1, 2013 (Commission File No. 1-06620)). |
| 10.24 | Second Amendment, dated as of June 2, 2017, to Guarantee and Collateral Agreement, dated as of March 18, 2011 (as amended by the Amendment to Guarantee and Collateral Agreement, dated as of March 28, 2013), by Griffon Corporation and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as administrative agent. (Exhibit 99.2 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (Commission File No. 1-06620)). |
| ExhibitNo. | |
|---|---|
| 10.25 | 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. 1-06620)). |
| 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. 1-06620)). |
| 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. 1-06620)). |
| 19.1(a) | Insider Trading Policy |
| 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. |
| 97 | 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)). |
| 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 |
| _______________________ | |
|---|---|
| (a) | Filed herewith. All other exhibits are incorporated herein by reference to the exhibit indicated in the parenthetical references. |
| (b) | Indicates a management contract or compensatory plan or arrangement. |
| (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.” |
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