Griffon Corp. Reports Material Agreement & Officer Compensation Changes

TL;DR

**Griffon Corp. just dropped an 8-K detailing a new material agreement and changes to executive pay, signaling potential shifts in strategy and leadership.**

AI Summary

Griffon Corporation filed an 8-K on February 20, 2024, reporting an entry into a material definitive agreement and changes in compensatory arrangements for certain officers. The filing also covers the departure or election of directors and officers, and other events. The company's business address is 712 Fifth Avenue, New York, New York 10019.

Why It Matters

This filing indicates significant corporate actions at Griffon Corporation, potentially impacting its strategic direction, financial commitments, and executive leadership structure.

Risk Assessment

Risk Level: medium — The filing mentions a 'material definitive agreement' and changes in 'compensatory arrangements of certain officers,' which could introduce new financial obligations or leadership risks.

Key Numbers

• 20240220 — Filing Date (Date of earliest event reported and filing date)
• 001-06620 — SEC File Number (Griffon Corporation's SEC file number)
• 11-1893410 — IRS Employer Identification No. (Griffon Corporation's IRS EIN)
• 212-957-5000 — Business Phone (Griffon Corporation's business phone number)

Key Players & Entities

• GRIFFON CORP (company) — Registrant
• Delaware (company) — State of Incorporation
• 712 Fifth Avenue (company) — Business Address
• New York (company) — Business City
• 10019 (company) — Business Zip Code

FAQ

Key Financial Figures

• $0.25 — ge on Which Registered Common Stock, $0.25 par value per share GFF New York Stock
• $65 — action. The purchase price per share is $65.50, for an aggregate purchase price of
• $98,250,000 — .50, for an aggregate purchase price of $98,250,000, and represents a 3.7% discount from th
• $68.04 — sents a 3.7% discount from the price of $68.04 of the Common Stock at the close of tra

Filing Documents

• c108255_8k-ixbrl.htm (8-K) — 24KB
• c108255_ex10-1.htm (EX-10.1) — 75KB
• c108255_ex99-1.htm (EX-99.1) — 19KB
• x1_c108255x22x1.jpg (GRAPHIC) — 31KB
• 0000930413-24-000626.txt ( ) — 325KB
• gff-20240220_def.xml (EX-101.DEF) — 11KB
• gff-20240220_lab.xml (EX-101.LAB) — 20KB
• gff-20240220_pre.xml (EX-101.PRE) — 11KB
• gff-20240220.xsd (EX-101.SCH) — 3KB
• c108255_8k-ixbrl_htm.xml (XML) — 3KB

01. Entry

Item 1.01. Entry into a Material Definitive Agreement. On February 20, 2024, Griffon Corporation (the "Company") entered into a stock purchase and cooperation agreement (the "Agreement") to repurchase, and repurchased, 1,500,000 shares of its common stock, par value $0.25 per share (the "Common Stock"), beneficially owned by 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 "Selling Shareholders"), in a private transaction. The purchase price per share is $65.50, for an aggregate purchase price of $98,250,000, and represents a 3.7% discount from the price of $68.04 of the Common Stock at the close of trading on February 16, 2024. The Selling Shareholders are affiliates of Voss Capital, LLC. Travis W. Cocke, the Founder, Chief Investment Officer and Managing Member of Voss Capital, LLC, is a former member of the Board of Directors of the Company (the "Board"). Pursuant to the Agreement, Mr. Cocke resigned as a member of the Board, effective at 9:30 AM EST on February 20, 2024. The repurchase of the shares of Common Stock pursuant to the Agreement was consummated under the Company's Board-authorized share repurchase program, and the repurchased shares will be held in treasury. The Audit Committee of the Board, comprised solely of independent directors not affiliated with the Selling Shareholders, approved the transactions contemplated by the Agreement. Pursuant to the Agreement, Voss has agreed to abide by certain customary standstill restrictions and a mutual non-disparagement provision, which are effective for the two-year period beginning on the date of the Agreement (the "Standstill Period"), and has committed to vote (i) in favor of each director nominated and recommended by the Board for election, (ii) against any nominees for director that are not approved and recommended by the Board, (iii) against any proposals or resolutions to re

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Pursuant to the Agreement and in connection with the transactions contemplated thereby, Travis W. Cocke resigned as a member of the Board and the Nominating and Corporate Governance Committee of the Board, effective at 9:30 AM EST on February 20, 2024. Mr. Cocke's resignation is not the result of any disagreement with the Company. Mr. Cocke will no longer stand for re-election to the Board at the 2024 Annual Meeting.

01. Other Events

Item 8.01. Other Events. On February 20, 2024, the Company issued a press release announcing the Company's entry into the Agreement and Mr. Cocke's resignation from the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01. Financial

Item 9.01. Financial (d) Exhibits . 10.1 Stock Purchase and Cooperation Agreement, dated February 20, 2024. 99.1 Press Release, dated February 20, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized. GRIFFON CORPORATION By: /s/ Seth L. Kaplan Seth L. Kaplan Senior Vice President Date: February 20, 2024

View Full Filing

View this 8-K filing on SEC EDGAR