PROPOSAL 3RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We are asking the stockholders to ratify the Audit Committees appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2019. The Audit Committee is directly responsible for appointing the Companys independent registered public accounting
firm. Although the Company is not required to submit this matter to its stockholders for approval, the Board of Directors believes that its stockholders should have the opportunity to express their view regarding the appointment of the Companys independent registered public accounting firm. The Audit Committee is not
bound by the outcome of this vote but will consider these voting results when selecting the Companys independent auditor for fiscal year 2019.
Grant Thornton LLP has audited our financial statements annually since 2006. A representative of Grant Thornton LLP is expected to be present at the Annual Meeting. The representative will have an opportunity to make a statement if he desires to do so and will be available to answer appropriate questions from
stockholders.
AUDIT AND RELATED FEES
Audit Fees
We were billed by Grant Thornton LLP the aggregate amount of approximately $3,391,000 in respect of fiscal 2018 and $3,437,000 in respect of fiscal 2017 for fees for professional services rendered for the audit of our annual financial statements and internal controls in compliance with Section 404 of the
Sarbanes-Oxley Act of 2002 and review of our financial statements included in our Forms 10-Q and other filings with the SEC.
Audit-Related Fees
We were billed by Grant Thornton LLP the aggregate amount of approximately $132,000 in respect of fiscal 2018 and $115,000 in respect of fiscal 2017 for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and which are not included in
the amounts listed above under Audit Fees. In fiscal 2018, such amount related to an S-8 registration statement, an S-3 shelf registration statement, and a secondary offering in which an affiliate of The Goldman Sachs Group, Inc. (Goldman Sachs) sold its remaining shares of Griffon common stock. In fiscal 2017, such
amount related to an add-on offering of our 5.25% Senior Notes due 2022.
Tax Fees
Grant Thornton LLP did not bill us any fees for tax-related services in respect of fiscal 2018 or fiscal 2017.
All Other Fees
We were not billed by Grant Thornton LLP for any other services in fiscal 2018 or fiscal 2017 not described in the preceding paragraphs.
Our Audit Committee has determined that the services provided by Grant Thornton LLP are compatible with maintaining the independence of Grant Thornton LLP as our independent registered public accounting firm.
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Pre-Approval Policy
Our Audit Committee has adopted a statement of principles with respect to the pre-approval of services provided by the independent registered public accounting firm. In accordance with the statement of principles, the Audit Committee determined that all non-prohibited services to be provided by the independent
registered public accounting firm are to be approved in advance pursuant to a proposal from such independent registered public accounting firm and a request by management for approval.
Vote Required
The ratification of the appointment of Grant Thornton LLP requires the vote of a majority of the shares present in person or by proxy and entitled to vote on the matter at the Annual Meeting once a quorum is present. Abstentions will be counted and will have the same effect as a vote against the proposal.
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE
RATIFICATION OF THE SELECTION OF GRANT THORNTON LLP AS
OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
We have adopted a written policy that requires the review and pre-approval of all potential transactions valued at greater than $50,000 in which we or any of our directors, executive officers, stockholders owning greater than 5% of any class of our securities, or any of their immediate family members, participates or
otherwise has a certain level of affiliation or interest. The policy also sets forth certain processes and procedures for the Company to monitor and identify related party transactions. The Audit Committee is responsible for evaluating and authorizing any transaction with a value greater than $120,000, although any member of
the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction in question. The Chief Executive Officer is responsible for evaluating and authorizing any transaction with a value between $50,000 and
$120,000, unless the Chief Executive Officer is a related person with respect to the transaction under review, in which case the Audit Committee shall be responsible for such evaluation and possible authorization.
The factors to be considered in determining whether or not to authorize a transaction brought to the attention of the Audit Committee or the Chief Executive Officer under this policy include the following:
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the terms of the transaction, and whether the terms are no less favorable to us than would be obtained in the transaction were entered into with a party other than a related person
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the price or other consideration involved
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the benefits to us
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the availability of other sources for the product or service that is the subject of the transaction
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the timing of the transaction
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the potential impact of the transaction on a directors independence
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any other factors deemed relevant
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In September 2008 GS Direct, L.L.C. (GS Direct), an affiliate of Goldman Sachs, acquired 10,000,000 shares of Griffon common stock pursuant to an Investment Agreement between Griffon and GS Direct in connection with the closing of a common stock rights offering by Griffon. On December 10, 2013,
pursuant to the terms of a previously announced transaction that was approved by our Board of Directors, Griffon repurchased 4,444,444 shares of common stock from GS Direct for an aggregate amount of $50 million, or a price of $11.25 per share. Based on a Schedule 13D filed with the SEC by GS Direct and certain of
its affiliates on May 18, 2018, as of May 15, 2018, GS Direct beneficially owned 5,555,556 shares of Griffon common stock, which at the time equaled approximately 12.2% of Griffons outstanding common stock and, pursuant to the terms of the Investment Agreement, entitled GS Direct to designate one person to serve on
Griffons Board.
On June 19, 2018, pursuant to an underwritten public offering, GS Direct sold its remaining shares of Griffon common stock, and GS Directs designee resigned from the Griffon Board. Pursuant to the terms of a customary registration rights agreement between Griffon and GS Direct, Griffon was obligated to
reimburse GS Direct for certain expenses (such as fees of counsel) relating to the offering, and accordingly reimbursed GS Direct for an amount of approximately $190,000.
Affiliates of GS Direct performed various services for us in fiscal 2017 and fiscal 2018, including providing financial advice to us in connection with the acquisition of ClosetMaid, which closed on October 2, 2017; acting as a joint lead manager and an initial purchaser in connection with our add-on offering of $275
million of our 5.25% Senior Notes due 2022, which also closed on October 2, 2017; and providing financial advice to us in connection with the exploration of strategic alternatives for our Clopay
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Plastics business, which divestiture closed on February 6, 2018. We paid aggregate fees of approximately $10.1 million to affiliates of GS Direct for these services. The Audit Committee approved the engagement of the GS Direct affiliate in each of the capacities described above.
A copy of the Investment Agreement is included as an exhibit to the Current Report on Form 8-K filed with the SEC on August 13, 2008, which is available from the SEC at its website at
www.sec.gov
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FINANCIAL STATEMENTS
A copy of our Annual Report to Stockholders, including financial statements, for the fiscal year ended September 30, 2018 has been made available to all stockholders as of the Record Date. Stockholders are referred to the report for financial and other information about us, but such report is not incorporated in this
Proxy Statement and is not a part of the proxy soliciting material.
MISCELLANEOUS INFORMATION
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act, as amended, requires our executive officers, directors and persons who own more than ten percent of a registered class of our equity securities (Reporting Persons) to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange
Commission and the New York Stock Exchange. These Reporting Persons are required by SEC regulation to furnish us with copies of all Forms 3, 4 and 5 they file with the SEC and The New York Stock Exchange. Based solely upon our review of copies of the forms furnished to us and representations that no other reports
were required, we believe that all Reporting Persons complied on a timely basis with all filing requirements applicable to them with respect to transactions during fiscal year 2018.
Matters to be Considered at the Meeting
The Board of Directors does not intend to present to the meeting any matters not referred to in the form of proxy. If any proposal not set forth in this Proxy Statement should be presented for action at the meeting, and is a matter which should come before the meeting, it is intended that the shares represented by
proxies will be voted with respect to such matters in accordance with the judgment of the persons voting them.
Cost of Solicitation
The cost of soliciting proxies in the accompanying form, which we estimate to be $50,000, will be paid by us. In addition to solicitations by mail, arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries to send proxy materials to their principals, and we may reimburse them
for their expenses in so doing. To the extent necessary in order to assure sufficient representation, our officers and regular employees may request the return of proxies personally, by telephone or other means. The extent to which this will be necessary depends entirely upon how promptly proxies are received, and stockholders
are urged to submit their proxies without delay.
Delivery of Documents to Stockholders Sharing an Address
If you are the beneficial owner, but not the record holder, of shares of Griffon stock, your broker, bank or other nominee may deliver only one copy of the Notice of Internet Availability of Proxy Materials (and this Proxy Statement and our 2018 Annual Report, if you have elected to receive paper copies) to
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multiple stockholders who share an address, unless that nominee has received contrary instructions from one or more of the stockholders. We will deliver promptly, upon written or oral request, a separate copy of the Notice of Internet Availability of Proxy Materials (and of this Proxy Statement and our 2018 Annual Report,
if applicable) to a stockholder at a shared address to which a single copy of the documents was delivered. A stockholder who wishes to receive a separate copy of the Proxy Statement and Annual Report, now or in the future, should submit this request in writing to American Stock Transfer and Trust Company, Proxy
Fulfillment Services, 6201 15th Avenue, Brooklyn, NY 11219, or by calling (888) 776-9962. Beneficial owners sharing an address who are receiving multiple copies of proxy materials and who wish to receive a single copy of such materials in the future will need to contact their broker, bank or other nominee to request that
only a single copy of each document be mailed to all shareowners at the shared address in the future.
Deadline for Submission of Stockholder Proposals for the 2020 Annual Meeting
Proposals of stockholders intended to be presented at the 2020 Annual Meeting of Stockholders pursuant to SEC Rule 14a-8 must be received at our principal office not later than August 20, 2019 to be included in the proxy statement for that meeting.
In addition, our by-laws require that we be given advance notice of stockholder nominations for election to the Board of Directors and of other matters which stockholders wish to present for action at an annual meeting of stockholders. The required notice must be delivered to the Secretary of the Company at our
principal offices not less than 90 days and not more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. These requirements are separate from and in addition to the SEC requirements that a stockholder must meet in order to have a stockholder proposal included in our
proxy statement.
Pursuant to our by-laws, if notice of any stockholder proposal is received prior to October 3, 2019 or after November 2, 2019, the notice will be considered untimely and we will not be required to present such proposal at the 2020 Annual Meeting. If the Board of Directors chooses to present a proposal submitted
prior to October 3, 2019 or after November 2, 2019 at the 2020 Annual Meeting, then the persons named in proxies solicited by the Board of Directors for the 2020 Annual Meeting may exercise discretionary voting power with respect to such proposal.
We will provide without charge to any stockholder as of the record date copies of our Annual Report on Form 10-K, Corporate Governance Guidelines, Code of Business Conduct and Ethics and charters of any committee of the Board of Directors upon written request
delivered to Seth L. Kaplan, Secretary, at our offices at 712 Fifth Avenue, 18th Floor, New York, New York 10019. These materials may also be found on our website at
www.griffon.com
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By Order of the Board of Directors
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SETH L. KAPLAN
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Senior Vice President, General Counsel and Secretary
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GRIFFON CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
January 31, 2019
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 January 31, 2019 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 AND 3 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.)
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14475
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ANNUAL MEETING OF SHAREHOLDERS OF
GRIFFON CORPORATION
January 31, 2019
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 www.astfinancial.com to enjoy online access.
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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.
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20403003000000000000
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5
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013119
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
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The Board of Directors recommends a vote FOR the election of directors.
1. ELECTION OF THE FOLLOWING NOMINEES:
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NOMINEES:
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FOR ALL NOMINEES
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¡
Louis J. Grabowsky
¡
Robert F. Mehmel
¡
Cheryl L. Turnbull
¡
William H. Waldorf
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o
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WITHHOLD AUTHORITY
FOR ALL NOMINEES
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FOR ALL EXCEPT
(See instructions below)
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INSTRUCTIONS:
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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:
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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.
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The Board of Directors recommends a vote FOR the advisory resolution on the compensation
of our executive officers as disclosed in the Proxy Statement.
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FOR
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AGAINST
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ABSTAIN
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2.
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Approval of the resolution approving the compensation of our executive
officers as disclosed in the Proxy Statement.
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The Board of Directors recommends a vote FOR ratification of Grant Thornton LLP.
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FOR
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AGAINST
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ABSTAIN
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3.
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Ratification of the selection by our audit committee of Grant Thornton LLP
to serve as our independent registered public accounting firm for fiscal
year 2019.
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4.
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Upon such other business as may properly come before the meeting or any adjournment thereof.
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PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE
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Signature of Shareholder
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Date:
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Signature
of Shareholder
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Date:
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Note:
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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.
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ANNUAL MEETING OF SHAREHOLDERS OF
GRIFFON CORPORATION
January 31, 2019
PROXY VOTING INSTRUCTIONS
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INTERNET
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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-free
1-800-PROXIES
(1-800-776-9437) in the United States or
1-718-921-8500
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
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Sign, date and mail your proxy card in the envelope
provided as soon as possible.
IN PERSON
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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 www.astfinancial.com to enjoy
online access.
COMPANY NUMBER
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ACCOUNT NUMBER
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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
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Please
detach along perforated line and mail in the envelope provided
IF
you are not voting via telephone or the Internet.
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20403003000000000000
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5
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013119
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PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE
x
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The Board of Directors recommends a vote FOR the election of directors.
1. ELECTION OF THE FOLLOWING NOMINEES:
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NOMINEES:
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o
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FOR ALL NOMINEES
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¡
Louis J. Grabowsky
¡
Robert F. Mehmel
¡
Cheryl L. Turnbull
¡
William H. Waldorf
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o
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WITHHOLD AUTHORITY
FOR ALL NOMINEES
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o
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FOR ALL EXCEPT
(See instructions below)
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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:
l
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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.
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o
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The Board of Directors recommends a vote FOR the advisory resolution on the compensation
of our executive officers as disclosed in the Proxy Statement.
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FOR
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AGAINST
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ABSTAIN
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2.
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Approval of the resolution approving the compensation of our executive
officers as disclosed in the Proxy Statement.
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o
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The Board of Directors recommends a vote FOR ratification of Grant Thornton LLP.
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FOR
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AGAINST
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ABSTAIN
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3.
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Ratification of the selection by our audit committee of Grant Thornton LLP
to serve as our independent registered public accounting firm for fiscal
year 2019.
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4.
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Upon such other business as may properly come before the meeting or any adjournment thereof.
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PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE
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Signature
of Shareholder
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Date:
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Signature
of Shareholder
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Date:
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Note:
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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.
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting of
GRIFFON CORPORATION
To Be Held On:
January 31, 2019
COMPANY NUMBER
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ACCOUNT NUMBER
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CONTROL NUMBER
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This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We
encourage you to access and review all of the important information contained in the proxy materials before voting.
The proxy statement and annual report to security holders are available at: http://www.astproxyportal.com/ast/03170.
If you want to receive a paper or e-mail copy of the proxy materials you must request one. There is no charge to you for requesting a
copy. To facilitate timely delivery please make the request as instructed below before January 17, 2019.
Please visit http://www.astproxyportal.com/ast/03170, where the following materials are available for view:
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Notice of Annual Meeting of Stockholders
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•
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Proxy Statement
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•
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Form of Electronic Proxy Card
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•
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Annual Report on Form 10-K
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TO REQUEST MATERIAL:
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TELEPHONE: 888-Proxy-NA (888-776-9962) and 718-921-8562 (for international callers)
E-MAIL: info@astfinancial.com
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WEBSITE: https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials
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TO VOTE:
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ONLINE:
To access your online proxy card, please visit
www.voteproxy.com
and follow the on-screen instructions or
scan the QR code with your smartphone. You may enter your voting instructions at www.voteproxy.com up until 11:59 PM Eastern
Time the day before the cut-off or meeting date.
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IN PERSON:
You may vote your shares in person by attending the Annual Meeting. The Annual Meeting
will be held at the offices of Dechert LLP, 1095 Avenue of Americas, New York, NY 10036, on
Thursday, January 31, 2019 at 10:00 a.m. You may obtain directions to the meeting by accessing the
following website: http://www.dechert.com/new_york/.
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TELEPHONE:
To vote by telephone, please visit
www.voteproxy.com
to view the materials and to obtain the toll free number
to call.
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MAIL:
You may request a card by following the instructions above.
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The Board of Directors recommends a vote FOR the election
of directors.
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The Board of Directors recommends a vote FOR the advisory resolution on the compensation
of our executive officers as disclosed in the Proxy Statement.
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1.
ELECTION OF THE FOLLOWING NOMINEES:
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2.
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Approval of the resolution approving the compensation of our executive officers as disclosed
in the Proxy Statement.
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NOMINEES:
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Louis J. Grabowsky
Robert F. Mehmel
Cheryl L. Turnbull
William H. Waldorf
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The Board of Directors recommends a vote FOR ratification of Grant Thornton LLP.
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3.
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Ratification of the selection by our audit committee of Grant Thornton LLP to serve as our
independent registered public accounting firm for fiscal year 2019.
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4.
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Upon such other business as may properly come before the meeting or any adjournment
thereof.
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Please note that you cannot use this notice to vote by mail.
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