GCP APPLIED TECHNOLOGIES INC. (NYSE:GCP) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

GCP APPLIED TECHNOLOGIES INC. (NYSE:GCP) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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GCP Applied Technologies Inc. (the “Registrant”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 3, 2018. At the Annual Meeting, upon the recommendation of the Registrant’s Board of Directors, the Registrant’s stockholders approved amendments to the Registrant’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to eliminate any supermajority voting requirements related to (a) removal of directors, (b) future amendments to the Registrant’s By-Laws (the “By-Laws”) and (c) future amendments to certain sections of the Certificate of Incorporation. On May 3, 2018, following such approval, the Registrant filed a Certificate of Amendment (the “Certificate of Amendment”) to the Certificate of Incorporation incorporating such amendments with the Delaware Secretary of State. The Certificate of Amendment became effective upon filling.

Effective upon the filing of the Certificate of Amendment, the By-Laws were amended and restated (as so amended and restated, the “Amended and Restated By-Laws”) to eliminate, in conformity with the Certificate of Amendment, any supermajority voting requirements related to future amendments thereto.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Amended and Restated By-Laws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

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

(a) The Annual Meeting was held on May 3, 2018. There were 71,974,922 shares of common stock entitled to be voted, of which 64,336,437 shares or 89.39% were represented in person or by proxy at the Annual Meeting.

(b) The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.

(i)

Proposal One. The following directors were elected and the voting for each director was as follows:

Nominee

For

Against

Abstain

Broker Non-Votes

Marcia J. Avedon

58,407,356

1,500,667

50,468

4,377,946

Phillip J. Mason

58,408,531

1,501,468

48,492

4,377,946

Elizabeth Mora

58,410,007

1,498,551

49,933

4,377,946

(ii)

Proposal Two. PricewaterhouseCoopers LLP was ratified as the Registrant’s independent registered public accounting firm for 2018 by the following vote:

For

Against

Abstain

64,192,590

40,721

103,126

(iii)

Proposal Three. Amendments to the Registrant’s Certificate of Incorporation to eliminate any supermajority voting requirements related to (a) removal of directors, (b) future amendments to the By-Laws, and (c) future amendments to certain sections of the Certificate of Incorporation were approved by the following votes:

(a)

Elimination of supermajority provisions related to removal of directors:

For

Against

Abstain

Broker Non-Votes

59,383,395

518,497

56,599

4,377,946

(b)

Elimination of supermajority provisions related to future amendments to the By-Laws:

For

Against

Abstain

Broker Non-Votes

59,369,214

523,750

65,527

4,377,946

(c)

Elimination of supermajority provisions related to future amendments to certain sections of the Certificate of Incorporation:

For

Against

Abstain

Broker Non-Votes

59,355,331

524,743

78,417

4,377,946

(iv)

Proposal Four. The advisory, non-binding vote on executive compensation was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

58,147,941

1,692,590

117,960

4,377,946

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report:


GCP Applied Technologies Inc. Exhibit
EX-3.1 2 a8kexhibit31.htm EXHIBIT 3.1 Exhibit CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GCP APPLIED TECHNOLOGIES INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware,…
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About GCP APPLIED TECHNOLOGIES INC. (NYSE:GCP)

GCP Applied Technologies Inc. (GCP) is engaged in the production and sale of specialty construction chemicals, specialty building materials, and packaging sealants and coatings. The Company operates through three segments: Specialty Construction Chemicals (SCC), Specialty Building Materials (SBM) and Darex Packaging Technologies (Darex). The SCC segment manufactures and markets products to manage the performance of Portland cement, and materials based on Portland cement, such as concrete admixtures and cement additives, as well as concrete production management systems. The SBM segment manufactures and markets building envelope products, residential building products and specialty construction products. The Darex segment manufactures and markets sealants and coatings for use in beverage and food containers, and other consumer and industrial applications. Its brands include ADVA, CBA, SYNCHRO, HEA2, TDA, STRUX, MIRA, ADPRUFE, HYDRODUCT, ADCOR, DARABLEND and APPERTA.

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