GRIFFON CORP
For the period ended Mar 11, 2025. Filed Jan 27, 2025.
View on SEC.govAbout 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 11, 2025 · Filed Jan 27, 2025
Contents
Appendix C
The following is the proposed restatement of Article FOURTEENTH of our Amended and Restated Certificate of Incorporation as described in Proposal Three, marked to show changes from Article FOURTEENTH as it exists in our current Amended and Restated Certificate of Incorporation (bold and underline show additions; bold and strikeout show deletions).
FOURTEENTH: No person who is or was at any time a directoror an officer of the corporation shall be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty by such person as a directoror an officer; provided, however, that, unless and except to the extent otherwise permitted from time to time by applicable law, the provisions of this Article FOURTEENTH shall not eliminate or limit the liability**(i) of a director(i) or an officer for breach of the director’sor the officer’s** duty of loyalty to the corporation or its stockholders, (ii)of a director or an officer for any act or omission by the directoror the officer which is not in good faith or which involves intentional misconduct or a knowing violation of law, (iii)of a director under Section 174 of the Delaware Law, (iv)of a director or an officer for any transaction from which the directoror the officerderived an improper personal benefitor (v),(v) of any officer in any action by or in the right of the corporation, or (vi) of any director for any act or omission occurring prior tothe date of the Liability Amendment becomes effective February 27, 1987 and of any officer for any act or omission occurring prior to March 11, 2025. If the Delaware Law is subsequently amended to further eliminate or limit the liability of a director or an officer, then a director or an officer of the corporation, in addition to the circumstances in which a director or an officer is not personally liable as set forth in the preceding sentence, shall not be liable to the fullest extent permitted by the amended Delaware Law. No amendment or repeal of this Article FOURTEENTH shall apply to or have any effect on the liability or alleged liability of any directoror any officer of the corporation for or with respect to any act or omission of such directoror such officer occurring prior to such amendment or repeal.
**PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
March 11, 2025
As an alternative to completing this form, you may enter your vote instruction by telephone at 1-800-PROXIES, or via the Internet at WWW.VOTEPROXY.COM and follow the simple instructions. Use the Company Number and Account Number shown on your proxy card.
The undersigned hereby appoints RONALD J. KRAMER and SETH L. KAPLAN, or either of them, attorneys and Proxies with full power of substitution in each of them, in the name and stead of the undersigned to vote as Proxy all the stock of the undersigned in GRIFFON CORPORATION, a Delaware corporation, at the Annual Meeting of Stockholders scheduled to be held on March 11, 2025 and any postponements or adjournments thereof.
THE SHARES REPRESENTED HEREBY SHALL BE VOTED BY PROXIES, OR ANY OF THEM, AS SPECIFIED AND, IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS FOR PROPOSALS 1, 2, 3, 4 AND 5 AND IN THE DISCRETION OF THE PROXYHOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING.
(Continued and to be signed on the reverse side.)
| 1.1 | 14475 |
ANNUAL MEETING OF SHAREHOLDERS OF
March 11, 2025
GO GREEN
e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement, Proxy Card and Annual Report on Form 10-K
are available at http://www.astproxyportal.com/ast/03170
Please sign, date and mail
your proxy card in the
envelope provided as soon
as possible.
Please detach along perforated line and mail in the envelope provided.
| 21103003003030000000 0 | 031125 |
| PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒ | |
|---|---|
The Board of Directors recommends you vote FOR all of the following nominees:
| 1. ELECTION OF THE FOLLOWING NOMINEES: | ||
|---|---|---|
| NOMINEES: | ||
| ☐ ☐ ☐ | FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) | ¡ Henry A. Alpert ¡ Jerome L. Coben ¡ H. C. Charles Diao ¡ Louis J. Grabowsky ¡ Lacy M. Johnson ¡ Ronald J. Kramer ¡ James W. Sight ¡ Samanta Hegedus Stewart ¡ Kevin F. Sullivan ¡ Michelle L. Taylor ¡ Cheryl L. Turnbull |
| INSTRUCTIONS: | To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: |
|---|
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ |
|---|
| The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5. | |||||
|---|---|---|---|---|---|
| FOR | AGAINST | ABSTAIN | |||
| 2. | Approval of an amendment to Griffon’s Certificate of Incorporation to reduce the size of the Board to a range of nine to eleven directors. | ☐ | ☐ | ☐ | |
| FOR | AGAINST | ABSTAIN | |||
| 3. | Approval of an amendment to Griffon’s Certificate of Incorporation to provide for the exculpation of certain of Griffon’s officers from breaches of fiduciary duty as permitted by Delaware Law. | ☐ | ☐ | ☐ | |
| FOR | AGAINST | ABSTAIN | |||
| 4. | Approval of the resolution approving the compensation of our executive officers as disclosed in the Proxy Statement. | ☐ | ☐ | ☐ | |
| FOR | AGAINST | ABSTAIN | |||
| 5. | Ratification of the selection by our audit committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2025. | ☐ | ☐ | ☐ | |
| 6. | Upon such other business as may properly come before the meeting or any adjournment thereof. | ||||
| PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE | |||||
| Signature of Shareholder | Date: | Signature of Shareholder | Date: |
|---|
| Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
ANNUAL MEETING OF SHAREHOLDERS OF
March 11, 2025
PROXY VOTING INSTRUCTIONS
INTERNET - Access**“www.voteproxy.com”** and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
TELEPHONE -Call toll-free1-800-PROXIES (1-800-776-9437) in the United States or1-201-299-4446 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.
Vote online/phone until 11:59 PM EST the day before the meeting.
MAIL** -**Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON** -**You may vote your shares in person by attending the Annual Meeting.
GO GREEN** -**e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via https://equiniti.com/us/ast-access to enjoy online access.
COMPANY NUMBER
ACCOUNT NUMBER
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, Proxy Statement, Proxy Card and Annual Report on Form 10-K
are available at http://www.astproxyportal.com/ast/03170
Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.
| 21103003003030000000 0 | 031125 |
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☒
The Board of Directors recommends you vote FOR all of the following nominees:
| 1. ELECTION OF THE FOLLOWING NOMINEES: | ||
|---|---|---|
| NOMINEES: | ||
| ☐ ☐ ☐ | FOR ALL NOMINEES WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) | ¡ Henry A. Alpert ¡ Jerome L. Coben ¡ H. C. Charles Diao ¡ Louis J. Grabowsky ¡ Lacy M. Johnson ¡ Ronald J. Kramer ¡ James W. Sight ¡ Samanta Hegedus Stewart ¡ Kevin F. Sullivan ¡ Michelle L. Taylor ¡ Cheryl L. Turnbull |
| INSTRUCTIONS: | To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: |
|---|
| To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ |
|---|
| The Board of Directors recommends you vote FOR proposals 2, 3, 4 and 5. | |||||
|---|---|---|---|---|---|
| FOR | AGAINST | ABSTAIN | |||
| 2. | Approval of an amendment to Griffon’s Certificate of Incorporation to reduce the size of the Board to a range of nine to eleven directors. | ☐ | ☐ | ☐ | |
| FOR | AGAINST | ABSTAIN | |||
| 3. | Approval of an amendment to Griffon’s Certificate of Incorporation to provide for the exculpation of certain of Griffon’s officers from breaches of fiduciary duty as permitted by Delaware Law. | ☐ | ☐ | ☐ | |
| FOR | AGAINST | ABSTAIN | |||
| 4. | Approval of the resolution approving the compensation of our executive officers as disclosed in the Proxy Statement. | ☐ | ☐ | ☐ | |
| FOR | AGAINST | ABSTAIN | |||
| 5. | Ratification of the selection by our audit committee of Grant Thornton LLP to serve as our independent registered public accounting firm for fiscal year 2025. | ☐ | ☐ | ☐ | |
| 6. | Upon such other business as may properly come before the meeting or any adjournment thereof. | ||||
| PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE | |||||
| Signature of Shareholder | Date: | Signature of Shareholder | Date: |
|---|
| Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.