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

September 18, 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

At the September 18, 2012 meeting of the Board of Directors of Griffin Land & Nurseries, Inc. (“Griffin” or “Registrant”), Jonathan P. May was elected to Griffin’s Board of Directors, increasing Griffin’s Board to six members.  The Board has determined that Mr. May qualifies as an “independent” director under NASDAQ rules.  Mr. May will receive compensation consistent with Griffin’s other non-management directors.  Such compensation currently includes an annual cash retainer of $25,000, an annual committee retainer of $5,000 for service on the Audit and Compensation Committees and $2,500 for service on the Nominating Committee, and $1,000 for each Board or committee meeting attended.  In addition, upon his election to Griffin’s Board of Directors, Mr. May was granted an option to purchase 1,870 shares of Griffin common stock in accordance with the terms of the Griffin Land & Nurseries, Inc. 1997 Stock Option Plan, as amended.

A copy of Griffin’s September 19, 2012 press release announcing the election of Mr. May as a director of Griffin is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

Exhibit 99.1:  Registrant's September 19, 2012 Press Release.

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:  September 19, 2012

EX-99.1

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

GRIFFIN ANNOUNCES APPOINTMENT OF NEW DIRECTOR

NEW YORK, NEW YORK (September 19, 2012) Griffin Land & Nurseries, Inc. (Nasdaq: GRIF) (“Griffin”) announced that at its Board of Directors meeting held yesterday, Jonathan P. May was elected a Director by the Board. Mr. May is the Chief Operating Officer and Chief Financial Officer and a Director of The CarbonNeutral Company, a private company that is a leading provider of carbon reduction programs for corporations. Frederick M. Danziger, Griffin’s Chairman and Chief Executive Officer commented, “I am delighted to welcome Jon to our Board and look forward to working with him. Jon is an experienced executive and our Board and shareholders will benefit from his intelligence, sound judgment and insight.”  The election of Mr. May, who the Board has determined qualifies as an “independent” director under NASDAQ rules, increases the size of Griffin’s Board to six members.

Griffin operates a real estate business, Griffin Land, and Imperial Nurseries, Inc., 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 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.