GCP Applied Technologies Inc. (NYSE:GCP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

GCP Applied Technologies Inc. (NYSE:GCP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02.

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(d)In accordance with the stockholder vote described below in
Item 5.07, on May 4, 2017 the Board of Directors (the Board) of
GCP Applied Technologies Inc. (the Registrant) elected Gerald G.
Colella to the Board to serve as a Class III director for a
two-year term expiring at the 2019 annual meeting of
stockholders. Mr. Colella has been appointed as a member of the
Audit Committee, the Nominating and Governance Committee, the
Compensation Committee and the Corporate Responsibility Committee
of the Board. Mr. Colella has not entered into or proposed to
enter into any transactions required to be reported under Item
404(a) of Regulation S-K. Mr. Colella will be compensated on the
same basis as the Registrants other non-employee directors.
(a)On May 4, 2017, the stockholders of the Registrant approved
the amended and restated GCP Applied Technologies Inc. Equity and
Incentive Plan (the Plan). The Plan was originally adopted as the
GCP Applied Technologies Inc. 2016 Stock Incentive Plan by the
Board on January 12, 2016, and the Registrants then sole
stockholder, W.R. Grace Co. – Conn, approved the adoption of the
Plan also on January 12, 2016. On February 28, 2017, the Board
approved the amendment and restatement of the Plan, subject to
stockholder approval. As a result of stockholder approval of the
Plan, annual performance bonus awards and long-term performance
awards payable to our executive officers and other key employees
under the Plan qualify for the performance-based compensation
exemption under Section 162(m) of the Internal Revenue Code of
1986, as amended. The amendment and restatement also increases
the number of shares available for issuance under the Plan by
8,000,000 shares. The Plan, as amended and restated, updates
share counting rules and the fungible share ratio for full value
awards. For purposes of full value awards, the total number of
shares available under the Plan are reduced by 2.22 shares for
each share subject to such awards and are increased by 2.22
shares for each share subject to such awards that are settled in
cash or are forfeited, terminated or canceled without the
issuance of shares.
A more detailed description of the terms of the Plan can be found
in the Registrants definitive proxy statement (the Proxy
Statement) on Schedule 14A, in the section of the Proxy Statement
entitled Proposal Three: Approval of the Amended and Restated GCP
Applied Technologies Inc. Equity and Incentive Plan, which was
filed with the Securities and Exchange Commission on March 21,
2017 and is incorporated by reference herein. The foregoing
summary and the summary incorporated by reference from the Proxy
Statement should be read in conjunction with the full text of the
Plan, which is filed as Exhibit 10.1 to this report and
incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) On May 4, 2017, the Registrant held its annual meeting of
stockholders. There were 71,210,285 shares of common stock
entitled to be voted, of which 61,407,838 shares or 86.23% were
represented in person or by proxy at the meeting.
(b) The final results of voting for each matter submitted to a
vote of stockholders at the meeting are set forth below.
(i)
Proposal One. The following directors were elected at the
meeting and the voting for each director was as follows:
Nominee
For
Against
Abstain
Broker Non-Votes
Janice K. Henry
39,096,361
12,360,347
5,109,917
4,841,213
Gregory E. Poling
55,851,051
702,027
13,547
4,841,213
Danny R. Shepherd
39,074,755
12,379,923
5,111,947
4,841,213
Gerald G. Colella
56,145,975
404,858
15,792
4,841,213
(ii)
Proposal Two. PricewaterhouseCoopers LLP was ratified as
the Registrants independent registered public accounting
firm for 2017 by the following vote:
For
Against
Abstain
61,239,861
77,561
90,416
(iii)
Proposal Three. The amendment and restatement of the GCP
Applied Technologies Inc. Equity and Incentive Plan,
including the material terms of the performance measures
available thereunder, was approved by the following vote:
For
Against
Abstain
Broker Non-Votes
55,604,908
921,024
40,693
4,841,213
(iv)
Proposal Four. The advisory, non-binding vote on
executive compensation was approved by the following
vote:
For
Against
Abstain
Broker Non-Votes
55,624,386
902,119
40,120
4,841,213
(v)
Proposal Five. The advisory, non-binding vote on the
frequency of the advisory vote on executive compensation
was as follows:
One Year
Two
Years
Three Years
Abstain
Broker Non-Votes
51,896,248
43,974
4,591,238
35,165
4,841,213
(d) A majority of the votes were cast by stockholders, on an
advisory, non-binding basis, to hold the advisory vote on
executive compensation every year. As such, the Board has
decided that it will hold such advisory vote on executive
compensation every year until the next required advisory vote
on the frequency of the advisory vote on executive
compensation, which will occur no later than the annual meeting
of stockholders held in 2023.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is filed as part of this
report:
Exhibit
Description
10.1
GCP Applied Technologies Inc. Equity and Incentive
Plan, as amended and restated.


About GCP Applied Technologies Inc.> (NYSE:GCP)

GCP Applied Technologies Inc. produces and sells specialty construction chemicals, specialty building materials, and packaging sealants and coatings. The Company operates through three segments: Specialty Construction Chemicals, Specialty Building Materials and Darex Packaging Technologies. The Specialty Construction Chemicals segment manufactures and markets products to manage 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 Specialty Building Materials segment manufactures and markets building envelope products, residential building products and specialty construction products. The Darex Packaging Technologies segment manufactures and markets sealants and coatings for use in beverage and food containers, industrial containers, and other consumer and industrial applications. Its brands include ADVA, CBA, MIRA, ADPRUFE, DARABLEND and APPERTA.

GCP Applied Technologies Inc.> (NYSE:GCP) Recent Trading Information

GCP Applied Technologies Inc.> (NYSE:GCP) closed its last trading session up +0.35 at 34.05 with 439,219 shares trading hands.

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