UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

(Amendment No. )

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☐ Preliminary Proxy Statement

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☐ Definitive Proxy Statement

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GCP APPLIED TECHNOLOGIES INC.

(Name of Registrant as Specified in Its Charter)

STARBOARD VALUE LP

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

STARBOARD VALUE AND OPPORTUNITY S LLC

STARBOARD VALUE AND OPPORTUNITY C LP

STARBOARD VALUE R LP

STARBOARD VALUE R GP LLC

STARBOARD VALUE L LP

STARBOARD VALUE GP LLC

STARBOARD PRINCIPAL CO LP

STARBOARD PRINCIPAL CO GP LLC

JEFFREY C. SMITH

PETER A. FELD

KEVIN W. BROWN

JANET P. GIESSELMAN

CLAY H. KIEFABER

MARRAN H. OGILVIE

ANDREW M. ROSS

LINDA J. WELTY

ROBERT H. YANKER

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

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Starboard Value LP, together with the other participants named herein (collectively, “Starboard”), has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of director nominees at the 2020 annual meeting of stockholders of GCP Applied Technologies Inc., a Delaware corporation (the “Company”).

Item 1: On April 2, 2020, Starboard delivered the following letter to the stockholders of the Company:

A LETTER TO THE STOCKHOLDERS OF GCP Applied Technologies Inc.

April 2, 2020

Dear Fellow Stockholders,

We are writing to you today about your investment in GCP Applied Technologies Inc. (“GCP” or the “Company”). Starboard Value LP (together with its affiliates, “Starboard”) currently has a beneficial ownership interest of approximately 9% of the outstanding shares of GCP, making us one of the Company’s largest stockholders. Our interests are directly aligned with yours.

We, like you, believe that GCP is a great company with a bright future. We believe that GCP has a truly unique and differentiated portfolio of products and solutions that provide real value in the construction marketplace. However, stockholders have suffered under the leadership of the current Board of Directors (the “Board”). After years of poor oversight and governance by the current Board, GCP has significantly underperformed since the Company’s debut as a public company four years ago. In fact, since its public debut, GCP has repeatedly missed its own financial expectations and shares have gained only 17% of their value as compared to the Company defined peer group, which on average has appreciated by 76%, a difference of over 58%.¹

¹ Reflects dividend adjusted share price returns for each of GCP and its Proxy Peers from 02/04/16 through 02/25/20, which are the dates referenced in Starboard’s definitive proxy statement. Proxy Peers from GCP’s 2019 proxy statement are WMS, AWI, CSL, CBPX, EXP, FOE, ROCK, FUL, IIIN, MLM, MTX, KWR, RPM, SSD, SUM, USCR, VMC, and GRA. Proxy Peer return includes all such Proxy Peers except CPBX, which was sold and delisted on February 3, 2020.

We believe it is time for a fresh start for GCP and its stockholders. Starboard has a long and proven track record of driving needed changes in public companies. We focus our efforts on driving long-term sustainable improvements to significantly improve performance and value creation. We stand for accountability, transparency, and disciplined operational, financial, and strategic focus. We are committed to following through on our promises to you, the owners of the Company.

We have assembled a best in class group of highly successful individuals, who we believe would bring the right mix of skills to provide the proper oversight of GCP and help navigate a successful turnaround at the Company. The slate of nominees we have proposed include individuals with decades of experience in the construction products and broader industrial industries, as well as highly successful experience in operations, finance, strategy, and governance. These individuals have a shared goal of changing the trajectory of performance at GCP and driving superior stockholder returns.

We recognize the COVID-19 crisis has created a difficult environment for many companies and their respective employees, customers, and partners. GCP is no different and needs strong leadership and oversight during these challenging times. We believe the nominees we have put forth are uniquely capable to help govern the Company through and after this crisis and position it for future success. 

In the enclosed definitive proxy materials, you will find detailed biographies of our nominees as well as pertinent information regarding the events leading up to the 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Over the coming weeks, we will share additional information, including further details of our plans for GCP and why we believe stockholders should support the election of our highly qualified slate of nominees at the Annual Meeting.

We are ready, willing and able to finally drive much needed change at GCP. Our interests are directly aligned with yours, and we ask for your support in bringing much needed change to the GCP Board so that, together, we can finally realize the true value of this Company.

We urge our fellow stockholders to sign, date, and return the enclosed WHITE proxy card TODAY.

Thank you for your consideration and support.

Best Regards, 

/s/ Peter A. Feld

Peter A. Feld

Managing Member

Starboard Value LP 

Item 2: On April 2, 2020, Starboard launched a website to communicate with the Company’s stockholders. The website address is: https://shareholdersforgcp.com. The following materials were posted by Starboard to https://shareholdersforgcp.com: