Griffon Corporation (GFF) logs 2026 shareholder votes on board, pay and auditor

Rhea-AI Filing Summary

Griffon Corporation reported the results of its 2026 Annual Meeting of Shareholders. Of 46,573,423 common shares outstanding and entitled to vote, 41,000,638 shares, or 88.0%, were represented in person or by proxy, so a quorum was present.

Shareholders elected eleven directors, including Henry A. Alpert and Ronald J. Kramer, to serve until the 2027 Annual Meeting. They also approved, on an advisory basis, the compensation of the named executive officers and ratified the appointment of Grant Thornton LLP as Griffon’s independent registered public accounting firm for fiscal 2026.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2026

GRIFFON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware			1-06620			11-1893410
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)
			712 Fifth Avenue, 18th Floor
			New York, New York 10019
			(Address of Principal Executive Offices) (Zip Code)
			(212) 957-5000
			(Registrant’s telephone number, including area code)
			Not Applicable
			(Former name or former address, if changed since last report.)

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.25 par value

GFF

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 18, 2026, Griffon held its 2026 Annual Meeting of Shareholders (the "Annual Meeting"). Of the 46,573,423 shares of common stock outstanding and entitled to vote, 41,000,638 shares, or 88.0%, were represented at the meeting in person or by proxy, and therefore a quorum was present. The final results for each of the matters submitted to a vote of Shareholders at the Annual Meeting are as follows:

Item No. 1: Each of Henry A. Alpert, Jerome L. Coben, H. C. Charles Diao, Louis J. Grabowsky, Lacy M. Johnson, Ronald J. Kramer, James W. Sight, Samanta Hegedus Stewart, Kevin F. Sullivan, Michelle L. Taylor and Cheryl L. Turnbull were elected to serve on the Board until Griffon’s 2027 Annual Meeting of Shareholders, by the votes set forth below:

Nominee			For			Withheld			Broker Non-Votes
Henry A. Alpert			37,340,392			1,062,933			2,596,313
Jerome L. Coben			37,970,736			433,589			2,596,313
H. C. Charles Diao			37,676,923			727,402			2,596,313
Louis J. Grabowsky			37,783,857			620,468			2,596,313
Lacy M. Johnson			37,261,138			1,143,187			2,596,313
Ronald J. Kramer			37,616,777			787,548			2,596,313
James W. Sight			37,904,747			499,578			2,596,313
Samanta Hegedus Stewart			37,520,786			883,539			2,596,313
Kevin F. Sullivan			37,297,653			1,106,672			2,596,313
Michelle L. Taylor			37,891,608			512,717			2,596,313
Cheryl L. Turnbull			37,726,807			677,518			2,596,313

Item No. 2: The Shareholders approved, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement, by the votes set forth below:

For			Against			Abstain			Broker Non-Votes
36,817,648			1,272,574			314,101			2,596,313

Item No. 3: The Shareholders ratified the appointment of Grant Thornton LLP as Griffon’s independent registered public accounting firm for fiscal 2026, by the votes set forth below:

For			Against			Abstain
40,348,713			561,164			90,761

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     GRIFFON CORPORATION

By:    /s/ Seth L. Kaplan        

Seth L. Kaplan

Executive Vice President

Date: February 18, 2026

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FAQ

What did Griffon Corporation (GFF) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing eleven directors, approving executive compensation on an advisory basis, and ratifying Grant Thornton LLP as independent registered public accounting firm for fiscal 2026. These items represent standard governance, pay, and audit oversight decisions at the company’s annual meeting.

How many Griffon Corporation (GFF) shares were represented at the 2026 Annual Meeting?

At the meeting, 41,000,638 shares were represented in person or by proxy out of 46,573,423 shares outstanding and entitled to vote. This represented 88.0% participation, which established a quorum and allowed all meeting proposals to be validly considered.

Were Griffon Corporation (GFF) directors re-elected at the 2026 Annual Meeting?

Shareholders elected eleven directors, including Henry A. Alpert, Jerome L. Coben, Ronald J. Kramer and others, to serve until the 2027 Annual Meeting. Each nominee received more votes "For" than "Withheld," with additional broker non-votes recorded on the director election item.

Did Griffon Corporation (GFF) shareholders approve executive compensation in 2026?

Shareholders approved, on an advisory "say-on-pay" basis, the compensation of Griffon’s named executive officers. The vote totals were 36,817,648 shares "For," 1,272,574 "Against," 314,101 "Abstain," and 2,596,313 broker non-votes, indicating overall shareholder support for the disclosed pay program.

Which auditing firm was ratified for Griffon Corporation’s (GFF) fiscal 2026?

Shareholders ratified Grant Thornton LLP as Griffon Corporation’s independent registered public accounting firm for fiscal 2026. The vote totals were 40,348,713 shares "For," 561,164 "Against," and 90,761 "Abstain," confirming shareholder approval of the company’s chosen auditor.

What level of quorum was achieved at Griffon Corporation’s (GFF) 2026 Annual Meeting?

The meeting achieved a quorum with 41,000,638 shares represented out of 46,573,423 shares outstanding and entitled to vote, equal to 88.0% participation. This satisfied quorum requirements, allowing all proposals on directors, pay, and auditors to be validly decided.

Filing Exhibits & Attachments

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