Griffon Corp

1. 1

   Election of eleven directors for a term of one year

   ManagementBoard: FOR

   Election of eleven nominees to serve as directors for one-year terms.

2. 2

   Advisory vote on executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement.

   More detail

   This non-binding advisory proposal asks shareholders to approve the compensation paid to the company’s named executive officers as detailed in the proxy. Management is seeking a favorable advisory vote to validate its pay-for-performance philosophy, which emphasizes performance-based annual and long-term cash incentives and performance-based restricted stock tied to metrics such as EBITDA, working capital, Core EPS, free cash flow, ROIC and relative TSR. The Board recommends FOR, citing extensive shareholder outreach, alignment with shareholder interests through stock ownership guidelines, clawback policies, post-vesting holding requirements, and changes made in response to shareholder feedback (e.g., including CFO and General Counsel in performance-based equity grants and removing ESG as a short-term metric for fiscal 2025). The vote is advisory and non-binding, but the Board will consider the results when setting future compensation; historically prior say-on-pay received strong support (89.7% in 2025). The outcome influences governance perceptions, ISS and Glass Lewis recommendations, and can affect investor relations; given Griffon’s strong operational performance (record adjusted EBITDA and adjusted EPS in 2025) the Board expects support, but areas such as the use and weighting of metrics and retention arrangements could attract scrutiny from some institutional investors seeking enhanced ESG linkage or different metric mixes.

3. 3

   Ratification of independent registered public accounting firm (Grant Thornton LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Grant Thornton LLP as the company’s independent registered public accounting firm for fiscal year 2026.

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When is the Griffon Corp 2026 annual meeting?

Griffon Corp (GFF) holds its 2026 annual shareholder meeting on Wednesday, February 18, 2026.

What is the record date for the Griffon Corp 2026 meeting?

The record date for the Griffon Corp 2026 meeting is Monday, December 29, 2025. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Griffon Corp's 2026 meeting?

The board is presenting 11 director nominees at the Griffon Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Griffon Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Griffon Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.