Glass Lewis Recommends Voting “FOR” Randall Dearth, Clay Kiefaber, James Kirsch,
Armand Lauzon, Jr., Philip Mason and Danny Shepherd on the BLUE Proxy Card
Glass Lewis Recommends Shareholders Vote “FOR” Ratification of
Shareholder Rights Agreement
CAMBRIDGE, Mass., May 21, 2020 (GLOBE NEWSWIRE) -- GCP Applied Technologies Inc. (NYSE:GCP) (“GCP” or the “Company”), a leading global provider of construction products technologies, today announced that Glass Lewis & Co. (“Glass Lewis”), a leading independent proxy advisory firm, recommends that shareholders vote “FOR” the Company’s highly-qualified director nominees – Randall Dearth, Clay Kiefaber, James Kirsch, Philip Mason, Danny Shepherd and Armand Lauzon – on the BLUE proxy card in connection with the Company’s 2020 Annual Meeting of Stockholders scheduled to be held on May 28, 2020. In addition, Glass Lewis recommended shareholders vote “FOR” the ratification of the amended shareholder rights agreement.
In its report dated May 21, 2020, Glass Lewis noted the potential unintended consequences that could occur unless shareholders vote using the BLUE proxy card:1
- “…given the extent of the change sought by Starboard, effectively targeting every other incumbent director besides the two it placed last year through the settlement, we are not convinced that support of Starboard's entire slate is either justified or advisable.”
- “The two-card system that remains in place for this fight, together with the fact that approximately 33% of the shares outstanding (representing Starboard's and 40 North's combined ownership) will be voted using Starboard's proxy card, which could possibly equate to a much greater percentage of the votes cast, depending on voter turnout, make this a unique and special case. In our opinion, these factors present even more voting considerations for shareholders (and proxy advisors) to grapple with than the ordinary proxy contest. In our opinion, given the likely and potential ramifications of these factors, in this rare instance, we do not believe it is advisable for shareholders to vote for board change using the Dissident's proxy card. [emphasis added]”
In support of GCP’s Chief Executive Officer, Randy Dearth, Glass Lewis noted:
- “… we see evidence in the Company's recent quarterly results and improved performance in 2019 which suggests that current management is addressing certain issues and achieving results, even if not as quickly as some shareholders might demand. In our view, current management does not appear to be a problem at this point, but more likely an integral part of the solution going forward.”
Commenting on the report, GCP issued the following statement:
We are pleased that Glass Lewis shares our belief that a majority of GCP’s nominees on the BLUE proxy card are best suited to support the continued execution of the Company’s strategy and that our CEO, Randy Dearth, has been a key contributor to our improved performance and is critical to the go-forward potential of the Company.
We further believe that Glass Lewis raises a significant and important concern about the unintended consequences of voting on the white Starboard proxy card and potentially allowing Starboard and 40 North to take creeping control of the Company. As such, Glass Lewis recognized the importance of shareholders’ voting “FOR” the ratification of the shareholder rights agreement.
We continue to strongly urge GCP shareholders to vote “FOR” ALL 10 of GCP’s highly qualified director nominees and are confident that, collectively, our refreshed, independent Board has helped drive enhanced performance, as demonstrated by our first quarter earnings results. GCP urges shareholders to protect the value of their investment by voting on the BLUE proxy card “FOR” ALL 10 of GCP’s nominees TODAY.
GCP reminds shareholders that every vote is important, no matter how many or how few shares they hold. The Company urges all shareholders to use the BLUE proxy card to vote “FOR” the Company’s ten highly-qualified and experienced director nominees TODAY.
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:
GCP
investors@gcpat.com
D.F. King & Co., Inc.
Tom Germinario +1 212.493.6922
Geoffrey Weinberg +1.212.493.6969
Joele Frank, Wilkinson Brimmer Katcher
Nick Lamplough / Andrew Squire
212-355-4449
Additional Information
GCP has filed a definitive proxy statement and BLUE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for its 2020 Annual Meeting of Stockholders. GCP STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING PROXY CARD, AS THEY CONTAIN OR WILL CONTAIN (IN THE CASE OF AMENDMENTS OR SUPPLEMENTS) IMPORTANT INFORMATION. Stockholders may obtain the definitive proxy statement (and any amendments or supplements thereto) and other documents filed by GCP with the SEC without charge from the SEC’s website at www.sec.gov.
Certain Information Regarding Participants
GCP, its directors and certain of its executive officers may be deemed to be participants in connection with the solicitation of proxies from GCP’s stockholders in connection with the matters to be considered at the 2020 Annual Meeting. Information regarding the ownership of GCP’s directors and executive officers in GCP stock is included in their SEC filings on Forms 3, 4 and 5, which can be found through the SEC’s website at www.sec.gov. More detailed and updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement (and any amendments and supplements thereto) filed with the SEC. These documents can be obtained free of charge from the sources indicated above.
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.
1 Permission to use quotations neither sought nor obtained.
