Griffon : Submission of Matters to a Vote of Security Holders - Form 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Amendment No. 1 to the Griffon Corporation Amended and Restated 2016 Equity Incentive Plan

The Board of Directors (the "Board") of Griffon Corporation ("Griffon") previously approved Amendment No. 1 (the "Amendment") to Griffon's Amended and Restated 2016 Equity Incentive Plan (the "Incentive Plan"), subject to approval by Griffon's shareholders (the "Shareholders") at Griffon's 2024 annual meeting of Shareholders (the "Annual Meeting"). The Shareholders approved the Amendment on March 20, 2024, as indicated in Item 5.07 below.

The Amendment increases the number of shares of common stock available for future awards of equity-based compensation under the Incentive Plan by 2,600,000 shares, such that the total shares authorized for issuance under the Incentive Plan is 8,850,000 shares (plus shares underlying any awards under the Griffon Corporation 2011 Equity Incentive Plan that are forfeited or cancelled). As of December 31, 2023, there were 154,369 shares available for grant under the Incentive Plan.

The foregoing discussion of the Incentive Plan is qualified in its entirety by reference to (i) the description of the Incentive Plan and the Amendment included in Griffon's Proxy Statement relating to the Annual Meeting filed with the Securities and Exchange Commission on January 29, 2024 (the "Proxy Statement"), and (ii) the full text of the Incentive Plan and the Amendment, which are included as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and incorporated by reference herein.