GRIFFON CORP

For the period ended Mar 20, 2024. Filed Jan 29, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Mar 20, 2024 · Filed Jan 29, 2024

GFF$101.03-1.3%Stored close · as of Nov 6, 2026

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DEF 14A 1 c107815_def14a.htm

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

**Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x	Filed by a Party other than the Registrant o

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if the other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x	No fee required
o	Fee paid previously with preliminary materials
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

**PROXY STATEMENT

AND NOTICE OF

2024 ANNUAL MEETING

OF SHAREHOLDERS

**Annual Meeting of Shareholders

March 20, 2024, 10:00 a.m. Eastern Time

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Items of Business:	1. Election of thirteen directors for a term of one year 2. Advisory vote on executive compensation 3. Approval of Amendment No. 1 to the Amended and Restated 2016 Equity Incentive Plan to authorize an increase in the number of shares available for future awards 4. Ratification of the selection by our Audit Committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2024 5. Any other matters that properly come before the meeting	MEETING INFORMATION Date: March 20, 2024 Time: 10:00 a.m. Eastern Daylight Time Place: Dechert LLP 1095 Avenue of the Americas New York, NY 10036 WHO MAY VOTE You can vote if you were a stockholder at the close of business on January 22, 2024, the record date. MATERIALS TO REVIEW This booklet contains our Notice of Annual Meeting and Proxy Statement. You may access this booklet, as well as our 2023 Annual Report to Stockholders and our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, at the following website: http://www.astproxyportal.com/ast/03170

Your vote is extremely important. It is important that your shares be represented at the Annual Meeting whether or not you are personally able to attend. Most stockholders are unable to attend the Annual Meeting. Even if you do plan to attend the Annual Meeting, we urge you to promptly vote by using the enclosed proxy card to vote by telephone or the Internet. You may also sign, date and return the proxy card in the postage-paid envelope provided. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxies as recommended by the Board of Directors. If your shares are held by a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee to vote your shares and you may not vote your shares in person at the meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting. You can change your voting instructions or revoke your proxy at any time prior to the Annual Meeting by following the instructions included in this Proxy Statement and on the proxy card.

If you have any questions or need help voting your shares, please call the firm assisting us with the proxy solicitation:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Shareholders may call toll free: (877) 800-5182

Banks and Brokers may call collect: (212) 750-5833

***This Proxy Statement is dated January 29, 2024

and is being mailed with the form of proxy on or shortly after January 29, 2024.*

INTERNET AVAILABILITY OF PROXY MATERIALS

In accordance with rules of the Securities and Exchange Commission, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Because we are using the Internet, most stockholders will not receive paper copies of our proxy materials. We will instead send these stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and Annual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on Wednesday, March 20, 2024 at 10:00 a.m. at 1095 Avenue of the Americas, New York, NY 10036. The Company’s Proxy Statement, 2023 Annual Report on Form 10-K and Annual Report to Stockholders will be available online athttp://www.astproxyportal.com/ast/03170.

By Order of the Board of Directors

Seth L. Kaplan

Senior Vice President, General Counsel and Secretary

TABLE OF CONTENTS

Proposal 1
Proxy Statement Summary	4
About the Meeting	10
– Election of Directors	15
Corporate Governance	26
Stock Ownership	34
Executive Compensation	36
Proposal 2
– Advisory Vote Regarding Executive Compensation	87
Proposal 3
– Approval of Amendment No. 1 to the Griffon Corporation Amended and Restated 2016 Equity Incentive Plan	88
Audit Committee Report	102
Proposal 4
– Ratification of Independent Registered Public Accounting Firm	103
Certain Relationships and Related Person Transactions	105
Financial Statements	106
Miscellaneous Information	106
Appendix A	A-1
Appendix B	B-1

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.