Griffon (GFF) Proxy Filing summary

Executive summary

• Annual shareholder meeting scheduled for March 11, 2025, at Dechert LLP, New York.

• Proxy materials, including the annual report and proxy statement, are available online for review and voting.

Voting matters and shareholder proposals

• Election of eleven director nominees is up for shareholder vote.

• Proposal to amend the Certificate of Incorporation to reduce board size to nine to eleven directors.

• Proposal to amend the Certificate of Incorporation to allow exculpation of certain officers from fiduciary duty breaches as permitted by Delaware law.

• Advisory vote on executive officer compensation (say-on-pay) included.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year 2025.

Board of directors and corporate governance

• Board recommends voting for all director nominees and all proposals listed.

• Proposed reduction in board size aims to enhance governance efficiency.