Griffon Corp Announces Changes to Board and Bylaws

Published 13/03/2025, 22:16
Griffon Corp Announces Changes to Board and Bylaws

Griffon Corporation (NYSE:GFF), a $3.24 billion market cap company specializing in metal doors, sash, frames, molding, and trim manufacturing, has announced amendments to its Certificate of Incorporation and By-laws following shareholder approval at its Annual Meeting on March 11, 2025. The company, which maintains a healthy financial profile with a "GOOD" overall rating according to InvestingPro analysis, has implemented changes including a reduction in the size of the Board of Directors and provisions for officer exculpation.

The Board size has been decreased from a range of twelve to fourteen members to a range of nine to eleven. This amendment aligns with the company’s strategy to streamline its governance structure. Trading at a P/E ratio of 13.4 and maintaining strong liquidity with a current ratio of 2.51, Griffon has demonstrated solid financial management. Additionally, the shareholders approved an amendment to exculpate certain officers from breaches of fiduciary duty as permitted by Delaware law, enhancing legal protections for its executives.

During the Annual Meeting, shareholders also elected eleven directors to serve until the 2026 Annual Meeting. The elected board members include 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.

Furthermore, the shareholders approved, on an advisory basis, the compensation of the named executive officers and ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for fiscal 2025. The company has maintained dividend payments for 15 consecutive years, demonstrating consistent shareholder returns. For deeper insights into Griffon’s financial health and detailed analysis, investors can access comprehensive research reports through InvestingPro, which covers over 1,400 US stocks with expert analysis and actionable intelligence.

The amendments to the corporate governance documents were filed with the Secretary of State of Delaware and are detailed in exhibits attached to the 8-K filing. This report is based on a press release statement from Griffon Corporation.

In other recent news, Griffon Corporation reported its first-quarter fiscal year 2025 earnings, surpassing analysts’ expectations with an earnings per share of $1.39, compared to the forecasted $1.17. However, the company’s revenue came in slightly below expectations at $632 million versus the forecasted $638.03 million, marking a 2% year-over-year decrease. Despite this, Griffon’s EBITDA margins improved significantly, reaching 23%, driven by strategic cost management and market share gains. S&P Global upgraded Griffon Corp ’s issuer credit rating from ’B+’ to ’BB-’ due to continued strong earnings and improved financial ratios. They also raised the issue-level ratings on Griffon’s senior secured and unsecured debt, reflecting improved credit measures despite potential challenges in the market. Additionally, Loop Capital Markets initiated coverage on Griffon with a Buy rating and a price target of $95, citing sustained margin improvements in the Home and Building Products segment. Stephens analyst Trey Grooms also raised the price target for Griffon to $105, maintaining an Overweight rating, noting promising indicators from the company’s global sourcing strategy. These developments reflect Griffon’s strategic initiatives and financial improvements, suggesting potential for continued growth and stability.

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