Griffon Corporation Urges Shareholders to Protect Their Investment and Vote the White Card for all Four of the Company’s Director Nominees
- Griffon’s first quarter results beat the Street’s expectations, with analysts voicing support for business repositioning and management’s strategy
- First quarter results follow record Fiscal 2021 revenue, Adjusted EBITDA, and EPS
Griffon closed the immediately accretive
Hunteracquisition January 24, 2022and continues to build shareholder value
- Griffon’s strong recent performance, successful planning, and execution of strategic repositioning not recognized by Glass Lewis and ISS
- Vote FOR the two charter amendment proposals to enhance corporate governance
Elect new nominee
Michelle Taylorand three continuing director nominees, Louis Grabowsky, Robert Mehmel, and Cheryl Turnbull
Please vote promptly – via internet or mail – Annual Meeting only 10 days away on
Following a first quarter that beat the Street’s expectations, and a record Fiscal 2021 despite a challenging environment due to COVID-19, Griffon is confident its strategy and business repositioning are working. Griffon has serious concerns about Voss Capital’s candidate
Mr. Diao’s bio in the Voss proxy statement implies he is a senior executive of a real professional investment banking company providing financial advisory services. In reality,
Diao & Co. LLCis inactive because it did not pay its franchise tax; its address is Mr. Diao’s home address; and it has no listed phone number.
Mr. Diaolacks a skillset that will add to Griffon’s Board – the Nominating and Governance Committeechose Michelle Taylorin particular because the Board wanted a director with strong supply chain and operational expertise and international experience.
Mr. Diaois also on the board of Turning Point Brands, a company that sells vaping and tobacco products. ESG considerations are a key area of focus for the Board and Griffon, and vaping and tobacco businesses are not consistent with Griffon’s ESG values.
Griffon strongly disagrees with the conclusions of both ISS and Glass Lewis, which fail to take into account the Company’s strong recent performance, including a record Fiscal 2021 and strong start to Fiscal 2022, despite a number of COVID-19 related headwinds which continue to challenge companies across Griffon’s industries. ISS and Glass Lewis also fail to fully recognize the positive momentum generated by the Company’s repositioning and recent M&A and disposition activity. These firms also appeared to accept Voss’ views of shareholder returns, which were cherry-picked to minimize Griffon’s near- and long-term performance.
Remember, on a one- and three-year basis (as of
December 31, 2021), Griffon has delivered a TSR of 42% and 185%, respectively, outpacing its peer group, as well as both the Russell 2000 and S&P 600 indexes.
Furthermore, looking at the three-year performance is particularly relevant for Griffon, as this period follows the sale of the Plastics business and the purchase of
ClosetMaidand CornellCookson, resulting from Griffon’s portfolio repositioning strategy.
April 1, 2008, when current management’s tenure began, to December 31, 2021, Griffon has delivered a TSR of 331%, on par with the S&P 600 TSR of 348% and outpacing the Russell 2000 TSR of 281%.
In addition, it is important to note, Voss does not deserve any credit for the governance changes at Griffon or the ongoing strategic review and sale process for the Telephonics business. Both of these positive steps were already underway at Griffon before Voss began to engage the Company, and well before Voss purchased its first share of Griffon stock in
Both proxy advisory firms also fail to recognize the purposeful portfolio positioning conducted by the Board and the management team which, among other things, led to the 2018 divestiture of the lower margin, capital intensive Plastics business; the acquisition of
Griffon said in a statement, “We strongly disagree with the recent recommendations from Glass Lewis and ISS, which fail to fully factor in our recent successful M&A execution and strong recent performance driven by the deliberate repositioning of our businesses and our significant deleveraging of the Griffon balance sheet. The strength of our balance sheet and strong operating results and cash flow enabled us to purchase
We are committed to continuing to evolve our governance practices to ensure that we are aligned with and reflect feedback from our shareholders. Griffon’s Board nominees bring diverse viewpoints and backgrounds and the right experience and skills to best represent the interests of shareholders.”
Glass Lewis and ISS have not presented a compelling argument to add a nominee who is not additive to the Board’s current skillset and comes with a bias from a short-sighted and short-term shareholder in
Griffon continues to produce for shareholders:
Performance: Griffon beat analyst estimates across the board in the first quarter of Fiscal 2022; the Company’s earnings report was positively received by the analyst community. This outperformance of the Street’s expectations was the result of Griffon’s management leveraging its leading brands and well-positioned portfolio to manage the business through a disrupted labor, transportation, and supply chain environment.
Analysts noted the Company beat expectations and is well positioned to continue to benefit from strength in the
U.S.housing market. Baird specifically noted it believes “GFF’s recent portfolio transformation is a positive and should lead to improved FCF and earnings power over time” in its February 1, 2022note.
CJS Securitiesand Sidoti also expressed positive views on the Company’s results and performance relative to the Russell 2000.
- Analysts noted the Company beat expectations and is well positioned to continue to benefit from strength in the
Methodical Approach to Repositioning and Governance Changes: The sale of the Telephonics business and governance changes in Voss’ “plan” were already in motion at the Company before Voss even bought its first share of Griffon’s stock.
The process of positioning the Telephonics business for sale began with the
December 2020sale of the SEG government services business. In April 2021, Griffon then formally engaged Lazard as its advisor for the Telephonics strategic alternatives process.
- Griffon continually evaluates its companies objectively and with an eye to increasing shareholder value through operational improvements and bolt-on acquisitions, or divestitures, when appropriate.
The Company regularly discusses our governance practices and structure with our shareholders – the changes we are recommending through two proposed charter amendments are a direct result of discussions with shareholders following last year’s annual meeting, the views expressed in earlier feedback from shareholders, and discussions among our
Nominating and Governance Committeeand full Board of Directors.
- The process of positioning the Telephonics business for sale began with the
Griffon’s Board of Directors urges shareholders to protect the future of the Company and the value of their investment by voting the WHITE proxy card today “FOR” all four of the Company’s highly qualified director nominees. The proxy statement, investor presentation, and other important information related to the Annual Meeting can be found at buildgriffon.com.
The Company's Annual Meeting of Shareholders will be held on
Important Additional Information Regarding Proxy Solicitation
Griffon filed its proxy statement and associated WHITE proxy card with the
“Safe Harbor” Statements under the Private Securities Litigation Reform Act of 1995: All statements related to, among other things, income (loss), earnings, cash flows, revenue, changes in operations, operating improvements, the impact of the Hunter Fan transaction, industries in which Griffon operates and
Griffon conducts its operations through two reportable segments:
Consumer and Professional Products (“CPP”) is a leading North American manufacturer and a global provider of branded consumer and professional tools; residential, industrial and commercial fans; home storage and organization products; and products that enhance indoor and outdoor lifestyles. CPP sells products globally through a portfolio of leading brands including
AMES, since 1774, Hunter, since 1886, True Temper, and ClosetMaid.
Home and Building Products ("HBP") conducts its operations through
Clopay Corporation(" Clopay"). Founded in 1964, Clopayis the largest manufacturer and marketer of garage doors and rolling steel doors in North America. Residential and commercial sectional garage doors are sold through professional dealers and leading home center retail chains throughout North Americaunder the brands Clopay, Ideal, and Holmes. Rolling steel door and grille products designed for commercial, industrial, institutional, and retail use are sold under the CornellCookson brand.
Classified as a discontinued operation, Defense Electronics conducts its operations through
For more information on Griffon and its operating subsidiaries, please see the Company’s website at www.griffon.com.
SVP & Chief Financial Officer