Management Change/Compensation - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 24, 2022

GCP Applied Technologies Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-37533		47-3936076
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

2325 Lakeview Parkway Alpharetta, Georgia		30009
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (617)-876-1400

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		GCP		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

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

As previously disclosed, on December 5, 2021, GCP Applied Technologies Inc., a Delaware corporation ("GCP" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cyclades Parent, Inc., a Delaware corporation ("Parent"), Cyclades Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub") and, solely for the purposes of Section 8.13 thereof, Compaignie de Saint-Gobain S.A., a société anonymeorganized under the laws of France ("Guarantor"). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into GCP (the "Merger"), with GCP continuing as the surviving corporation of the Merger and as a wholly-owned subsidiary of Parent.

On January 24, 2022, the Compensation Committee of the Company's Board of Directors approved the grant of retention bonuses (each a "Retention Bonus") to certain employees of the Company, including the Executives (as defined below), to be made pursuant to retention incentive agreements (the "Retention Agreements"). On January 24, 2022, the Company entered into Retention Agreements with Simon Bates (Chief Executive Officer of the Company) and Craig Merrill (Chief Financial Officer of the Company) (each an "Executive," and together, the "Executives"). The Retention Agreements are designed to retain key talent, including the Executives, during the period between the signing of the Merger Agreement and the consummation of the Merger.

Pursuant to the Retention Agreements, (i) 50% of an Executive's Retention Bonus will be payable within 60 days following the consummation of the Merger (the "Closing Date"), provided that the Executive remains continuously actively employed by the Company through the Closing Date; (ii) 50% of an Executive's Retention Bonus will be payable within 60 days following the date that is 90 days following the Closing Date, provided that the Executive remains continuously actively employed by the Company through such date; and (iii) if an Executive's employment is terminated without "cause" by the Company or due to a resignation for "good reason" by an Executive, in each case, prior to the payment of any unpaid portion of the Retention Bonus, subject to such Executive's executing a release of claims, such Executive will be entitled to payment of any unpaid portion of such Retention Bonus amount. The amount of Retention Bonus for Simon Bates is $825,000, and for Craig Merrill is $600,000. In the event the Closing Date does not occur prior to December 5, 2022 (which date may be extended through March 5, 2023 by the Company in its discretion), the Retention Agreements will terminate and no Retention Bonuses will be due to employees, including the Executives.

The foregoing description of the letter agreements does not purport to be complete and is qualified in its entirety by reference to the text of each of the agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-Kand incorporated by reference herein.

* * *

Additional Information About the Acquisition and Where to Find It

This communication is being made in respect of the proposed transaction involving GCP, Parent, Merger Sub and Guarantor. A special meeting of the stockholders of GCP will be announced as promptly as practicable to seek stockholder approval in connection with the proposed Merger. GCP has filed with the SEC a preliminary proxy statement and other relevant documents in connection with the proposed Merger, and expects to file with the SEC a definitive proxy statement. The definitive proxy statement will be sent or given to the stockholders of GCP and will contain important information about the proposed transaction and related matters. INVESTORS AND STOCKHOLDERS OF GCP ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GCP, PARENT, MERGER SUB, GUARANTOR AND THE MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by GCP with the SEC at the SEC's website at www.sec.gov, at GCP's website at www.gcpat.com or by sending a written request to GCP Applied Technologies Inc., Attn: GCP Shareholder Services, 2325 Lakeview Parkway, Alpharetta Georgia, 30009.

Participants in the Solicitation

GCP and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the Merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of GCP's stockholders in connection with the Merger will be set forth in GCP's definitive proxy statement for its special stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the Merger will be set forth in the definitive proxy statement when it is filed with the SEC in connection with the Merger. You can find information about GCP's executive officers and directors in the definitive proxy statement on Schedule 14A filed by GCP in connection with its 2021 Annual Meeting of Stockholders (the "Annual Meeting Proxy Statement"), which was filed with the SEC on March 26, 2021. To the extent that holdings of GCP's securities have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.

Forward Looking Statements

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 contained in such forward-looking statements as a result of various factors, including, without limitation: (1) the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, including the failure to obtain stockholder approval to adopt the Merger Agreement, the failure to obtain required regulatory approvals or the failure to satisfy the other conditions to the consummation of the Merger; (2) the risk that the Merger Agreement may be terminated in circumstances requiring GCP to pay a termination fee of $71 million; (3) the risk that the Merger disrupts GCP's current plans and operations or diverts management's attention from its ongoing business; (4) the effect of the announcement of the Merger on the ability of GCP to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business; (5) the effect of the announcement of the Merger on GCP's operating results and business generally; (6) the amount of costs, fees and expenses related to the Merger; (7) the risk that GCP's stock price may decline significantly if the Merger is not consummated; (8) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Merger and instituted against GCP and others; (9) other factors that could affect GCP's business such as, without limitation, cyclical and seasonal nature of the industries that GCP serves; foreign operations, especially in emerging regions; changes in currency exchange rates; business disruptions due to public health or safety emergencies, such as the novel strain of coronavirus ("COVID-19")pandemic; 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 and natural disasters; and (10) other risks to consummation of the proposed Merger, including the risk that the proposed Merger will not be consummated within the expected time period or at all.

If the proposed transaction is consummated, GCP's stockholders will cease to have any equity interest in GCP and will have no right to participate in its earnings and future growth. These and other factors are identified and described in more detail in GCP's Annual Report on Form 10-Kfor the year ended December 31, 2020 as well as GCP's subsequent filings and quarterly reports and is available online at www.sec.gov. 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. Except as required by applicable law, GCP undertakes no obligation to update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Retention Incentive Agreement between GCP Applied Technologies Inc. and Simon Bates, effective as of January 24, 2022.
10.2		Retention Incentive Agreement between GCP Applied Technologies Inc. and Craig Merrill, effective as of January 24, 2022.
104		The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GCP APPLIED TECHNOLOGIES INC.
Date: January 28, 2022		By:		/s/ Michael W. Valente
		Michael W. Valente
		Vice President, General Counsel and Secretary