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