8-K

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

May 17, 2012

(Date of earliest event reported)

GRIFFIN LAND & NURSERIES, INC.

(Exact name of registrant as specified in charter)

Delaware	06-0868496
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
Commission File Number	1-12879
One Rockefeller Plaza, New York, New York	10020
(Address of principal executive offices)	(Zip Code)
Registrant’s Telephone Number including Area Code	(212) 218-7910
(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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 17, 2012, the Board of Directors of Griffin Land & Nurseries, Inc. (“Griffin” or the “Registrant”) appointed Michael S. Gamzon to the position of President and Chief Operating Officer.  Mr. Gamzon, 42 years of age, has been Executive Vice President and Chief Operating Officer of Griffin since September 2010. Mr. Gamzon joined Griffin as a Vice President in January 2008. Prior to joining Griffin, Mr. Gamzon was an Investment Analyst with Alvin Capital Partners, LLC from April 2005 through January 2008 and with Cobalt Capital Management, LLC from March 2002 through March 2005.  Also on May 17, 2012, the Board of Directors of Griffin appointed Frederick M. Danziger to the position of Chairman of the Board of Directors and Chief Executive Officer. Mr. Danziger, 72 years of age, had been Griffin’s President and Chief Executive Officer and a Director since Griffin became a public company in 1997.  Mr. Danziger is also a Director of Monro Muffler Brake, Inc.

Frederick M. Danziger is the father-in-law of Michael S. Gamzon and the father of David M. Danziger, a Director of Griffin. Michael S. Gamzon is the son-in-law of Frederick M. Danziger and the brother-in-law of David M. Danziger.

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

(a)	Annual Meeting of Stockholders:  May 17, 2012
(b)	The following were elected as Directors to serve until the 2013 Annual Meeting of Stockholders and until their successors are duly elected and qualified, representing all of the directors:
	1)  Mr. Winston J. Churchill, Jr. was elected a Director with 3,140,831 votes for, 1,770,630 votes withheld and 132,581 broker non-votes.
	2)  Mr. David M. Danziger was elected a Director with 3,237,985 votes for, 1,673,476 votes withheld and 132,581 broker non-votes.
	3)  Mr. Frederick M. Danziger was elected a Director with 3,276,738 for, 1,634,723 votes withheld and 132,581 broker non-votes.
	4)  Mr. Thomas C. Israel was elected a Director with 3,125,243 votes for, 1,786,218 votes withheld and 132,581 broker non-votes.
	5)  Mr. Albert H. Small, Jr. was elected a Director with 3,297,107 votes for, 1,614,354 votes withheld and 132,581 broker non-votes.
	The selection of McGladrey & Pullen, LLP as independent registered public accountants for fiscal 2012 was ratified with 5,009,857 votes for, 33,844 votes against, and 341 abstentions.
	The advisory (non-binding) resolution approving the compensation of Griffin’s Named Executive Officers was approved with 4,773,722 votes for, 52,127 votes against, 85,612 abstentions and 132,581 broker non-votes.

Item 7.01. Regulation FD Disclosure

Attached as Exhibit 99.1 to this Current Report on Form 8-K is the Registrant’s May 18, 2012 press release announcing the appointments discussed in Item 5.02 above.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1:  Registrant's May 18, 2012 Press Release (attached hereto).

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.

GRIFFIN LAND & NURSERIES, INC.

	By:	/s/ Anthony J. Galici
		Anthony J. Galici
		Vice President, Chief Financial Officer
		and Secretary
Dated:  May 18, 2012

EX-99.1

NEWS FROM:		Exhibit 99.1
GRIFFIN LAND & NURSERIES, INC.	CONTACT:
	Anthony Galici
	Chief Financial Officer
	(860) 653-4541

GRIFFIN ANNOUNCES APPOINTMENTS OF MICHAEL S. GAMZON AND FREDERICK M. DANZIGER

NEW YORK, NEW YORK (May 18, 2012) Griffin Land & Nurseries, Inc. (Nasdaq: GRIF) (“Griffin”)announced today that its Board of Directors has appointed Michael S. Gamzon, Griffin’s Executive Vice President and Chief Operating Officer, to the position of President and Chief Operating Officer.  Griffin also announced today that Frederick M. Danziger, Griffin’s President and Chief Executive Officer, has been appointed to theposition of Chairman of the Board of Directors and Chief Executive Officer.  The position of Chairman had been vacant since the death of Edgar M. Cullman last year.  Both of these appointments are effective immediately.

Mr. Gamzon joined Griffin in January 2008 as Vice President and was appointed Executive Vice President and Chief Operating Officer in September 2010.  In his tenure at Griffin, Mr. Gamzon has been involved in all aspects of the Company’s operations but with a particular responsibility for seeking new business opportunities for Griffin Land, Griffin’s real estate business, outside of the Hartford, Connecticut area where Griffin Land’s core real estate holdings are located.  Mr. Gamzon led the 2010 acquisitions of a 120,000 square foot warehouse and a 51 acre parcel of undeveloped land both in Pennsylvania’s Lehigh Valley.  Most recently, Mr. Gamzon has been involved with the development of a 228,000 square foot industrial building currently being built on speculation in the Lehigh Valley.  Mr. Danziger had been President and Chief Executive Officer and a Director since Griffin became a public company in 1997 and has led the significant changes in Griffin’s operations, particularly the growth of Griffin Land over the past 15 years.

“Mike Gamzon has already made a great contribution to the Company, not only in his role in charge of locating and acquiring new development opportunities but also in bringing his creative and analytical approach to the other parts of the business.  We all look forward to his continually increasing involvement in the direction of the entire Company,” said Mike Danziger, Griffin’s Chief Executive Officer.

“I am pleased that Griffin’s Board of Directors has shown such confidence in my ability and appreciate the opportunity to serve our Company as President and Chief Operating Officer.  I am excited to continue working with our teams at Griffin Land and Imperial Nurseries to capitalize on the growth opportunities that lie before us,” said Mr. Gamzon.

Griffin operates a real estate business, Griffin Land, and Imperial Nurseries, its landscape nursery business.  Griffin also has investments in Centaur Media plc, a public company based in the United Kingdom and listed on the London Stock Exchange, and Shemin Nurseries Holding Corp., a private company that operates a landscape nursery distribution business through its subsidiary, Shemin Nurseries, Inc.

Forward-Looking Statements:

This Press Release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Although Griffin believes that its plans, intentions and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or expectations will be achieved, particularly with respect to construction of new facilities in the real estate business, the Company’s growth opportunities and other statements that are not historical facts.  The projected information disclosed herein is based on assumptions and estimates that, while considered reasonable by Griffin as of the date hereof, are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, many of which are beyond the control of Griffin and which could cause actual results and events to differ materially from those expressed or implied in the forward-looking statements. Important factors that could affect the outcome of the events set forth in these statements are described in Griffin’s Securities and Exchange Commission filings, including the “Business”, “Risk Factors” and “Forward-Looking Information” sections in Griffin’s Annual Report on Form 10-K for the fiscal year ended December 3, 2011. Griffin disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of this press release except as required by law.