Griffon shareholders approve charter amendments reducing board size, adding officer exculpation

GRIFFON CORP

Shareholders approved charter amendment reducing board size from 12-14 to 9-11 directors; effective March 11, 2025.
Amendment to exculpate certain officers from fiduciary-duty breaches under Delaware law approved with 37.6M for, 2.8M against.
All 11 director nominees elected; highest votes: James W. Sight (40.2M for), Michelle L. Taylor (40.1M for).
Say-on-pay advisory vote passed with 36.2M for, 4.1M against; Grant Thornton ratified as auditor (44.0M for).
Turnout 92.4% (44.4M shares represented) of 48.1M shares outstanding.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GRIFFON CORP: Adopted conforming bylaw amendment to reduce board size from 12-14 to 9-11 directors (effective 2025-03-11).

Change: bylaw amendment
Effective: 2025-03-11

Exact text from the filing

The By-law Amendment contains a conforming amendment related to the Charter Amendment, to reduce the size of the Board from a range of twelve to fourteen directors to a range of nine to eleven directors.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

GRIFFON CORP: Adopted amendments to Certificate of Incorporation to reduce board size from 12-14 to 9-11 directors and add officer exculpation provision (effective 2025-03-11).

Change: charter amendment
Effective: 2025-03-11

Exact text from the filing

The Charter Amendment approved by the Shareholders was made effective by filing with the Secretary of State of the State of Delaware on March 11, 2025.

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Source: SEC EDGAR

accession 0000050725-25-000055

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