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Published on 3/15/2007 in the Prospect News Special Situations Daily.

Clinton Group seeks to influence board governance of Griffon

By Lisa Kerner

Charlotte, N.C., March 15 - Griffon Corp. investors led by the Clinton Group requested the company's board make changes to allow shareholder input into Griffon's governance and strategic direction.

The request was made in a March 15 letter to the board and included as part of a schedule 13D filed with the Securities and Exchange Commission.

Minimally, the Clinton Group wants to reduce the percentage of shareholder votes required to call a special meeting, declassify the board, permit shareholders to remove directors without cause and prohibit Griffon's chief executive officer from serving as chairman of the board.

In addition, the investors want to end what it calls Harvey Blau's "dual CEO" position and want shareholders to vote on senior officer employment agreements and pay packages.

The Clinton Group and its affiliates beneficially own 2,148,046 shares, or 7.2%, of the Jericho, N.Y., diversified manufacturing company.


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