GCP Applied Technologies Announces Preliminary Results of 2020 Annual Meeting of Stockholders and Reconstituted Board of Directors
GCP Applied Technologies Inc. (NYSE:GCP) announced the election of all eight Starboard-nominated directors to its Board during the 2020 Annual Meeting of Stockholders. Newly elected directors include Peter Feld and Kevin Brown. CEO Randy Dearth highlighted the positive momentum GCP has entered amid the COVID-19 crisis. The new Board aims to enhance value for all stakeholders while maintaining focus on customer service and operational effectiveness. Additionally, shareholders approved various proposals, including the amended stockholder rights plan and the ratification of the independent accounting firm.
- Election of all eight Starboard-nominated directors enhances governance.
- Continued focus on customer service and value creation.
- Positive operational momentum entering the COVID-19 crisis.
- Concerns regarding board continuity with new directors.
CAMBRIDGE, Mass., May 28, 2020 (GLOBE NEWSWIRE) -- GCP Applied Technologies Inc. (NYSE:GCP) (“GCP” or the “Company”), a leading global provider of construction products technologies, today announced that, based on the preliminary vote count provided by its proxy solicitor following the Company’s 2020 Annual Meeting of Stockholders, GCP shareholders have elected all eight Starboard-nominated directors to GCP’s Board of Directors including: Kevin Brown, Peter Feld, Janet Giesselman, Clay Kiefaber, Marran Ogilvie, Andrew Ross, Linda Welty and Rob Yanker. Based on the preliminary vote count, GCP nominees Randall Dearth and Armand Lauzon were also elected by shareholders.
Randy Dearth, GCP’s President and Chief Executive Officer, said, “I am incredibly proud of our employees for their commitment to, and focus on, operating safely and serving our customers and for their unwavering support during this year’s annual meeting process. It is thanks to their efforts over the last year that GCP is positioned for success and value creation, with significant recent performance improvement and positive business momentum entering the COVID-19 crisis. On behalf of GCP, I would also like to thank our shareholders for the thoughtful and constructive feedback we received throughout this process.”
Mr. Dearth continued, “Importantly, the primary objectives of the new GCP Board and our current management team remain the same: to best serve our customers, support our employees and deliver value to shareholders. I, together with the entire management team, look forward to working collaboratively with the new Board to build on our momentum, execute our strategic operating plan, and drive GCP’s continued progress. We also thank Gerald Colella, Janice Henry, James Kirsch, Phillip Mason, Elizabeth Mora and Danny Shepherd for their service on GCP’s Board and their contributions to the Company.”
Speaking on behalf of GCP’s newly elected Board, Peter A. Feld, Managing Member of Starboard, said, “GCP is a great company with a bright future. The new Board members are prepared and excited to immediately begin working alongside GCP’s management team to put GCP on track for long-term value creation for all shareholders. My fellow Board members and I share a common goal for GCP – to enhance value for all of GCP’s stakeholders, including its employees, customers, partners and shareholders. The new Board wishes the departing directors well, and we thank them and their advisors for ensuring a smooth and seamless transition process that will allow us to immediately focus on the priorities at hand.”
Mr. Feld concluded, “GCP has a tremendous opportunity to capitalize on its market leading products across its SBM and SCC business segments. The new Board is incredibly excited to work with GCP’s dedicated and talented employee base to continue driving improved results and profitable growth. We all share a passion for this great company and look forward to working hard in the boardroom with management on a shared goal of excellence for GCP.”
GCP noted that the preliminary vote count following the Annual Meeting also indicates that shareholders approved all other proposals considered at the Company’s Annual Meeting, including, (1) the approval of the amended stockholder rights plan, (2) the ratification of the Company’s independent registered public accounting firm for 2020 and (3) the approval, on an advisory basis, of the compensation of GCP’s named executive officers.
The Company will file preliminary voting results with the Securities and Exchange Commission on a Form 8-K within four days of the Annual Meeting and will file final voting results on a Form 8-K/A after certification by the independent inspector of elections.
About GCP Applied Technologies
GCP is a leading global provider of construction products technologies that include additives for cement and concrete, the VERIFI® in-transit concrete management system, high-performance waterproofing products, and specialty systems. GCP products have been used to build some of the world’s most renowned structures. More information is available at www.gcpat.com.
Investors:
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Tom Germinario +1 212.493.6922
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Cautionary Statements Regarding Forward-Looking Information
This announcement contains “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when GCP or its management is discussing its beliefs, estimates or expectations. Such statements generally include the words “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “estimates,” “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. These statements are not historical facts or guarantees of future performance but instead represent only the beliefs of GCP and its management at the time the statements were made regarding future events, which are subject to certain risks, uncertainties, and other factors, many of which are outside GCP’s control. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements. Forward-looking statements include, without limitation, statements about expected financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; strategic alternatives; capital and other expenditures; competitive positions; growth opportunities for existing products; benefits from new technology and cost reduction initiatives, plans and objectives; and markets for securities. Like other businesses, we are subject to risks and uncertainties that could cause our actual results to differ materially from our projections or that could cause other forward-looking statements to prove incorrect. Factors that could cause actual results to materially differ from those contained in the forward-looking statements, or that could cause other forward-looking statements to prove incorrect, include, without limitation, risks related to: the cyclical and seasonal nature of the industries that GCP serves; foreign operations, especially in emerging regions; changes in currency exchange rates; the cost and availability of raw materials and energy; the effectiveness of GCP’s research and development, new product introductions and growth investments; acquisitions and divestitures of assets and gains and losses from dispositions; developments affecting GCP’s outstanding liquidity and indebtedness, including debt covenants and interest rate exposure; developments affecting GCP’s funded and unfunded pension obligations; warranty and product liability claims; legal proceedings; the inability to establish or maintain certain business relationships and relationships with customers and suppliers or the inability to retain key personnel; the handling of hazardous materials and the costs of compliance with environmental regulations; extreme weather events, natural disasters and the COVID-19 pandemic. These and other factors are identified and described in more detail in GCP's Annual Report on Form 10-K, which has been filed with the U.S. Securities and Exchange Commission and is available online at www.sec.gov, and subsequent quarterly reports. Readers are cautioned not to place undue reliance on GCP’s projections and other forward-looking statements, which speak only as of the date thereof. GCP undertakes no obligation to publicly release any revision to its projections and other forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement.
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