0001644440-22-000008.txt : 20220506 0001644440-22-000008.hdr.sgml : 20220506 20220506161445 ACCESSION NUMBER: 0001644440-22-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220503 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20220506 DATE AS OF CHANGE: 20220506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GCP Applied Technologies Inc. CENTRAL INDEX KEY: 0001644440 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 473936076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37533 FILM NUMBER: 22901222 BUSINESS ADDRESS: STREET 1: 62 WHITTEMORE AVENUE CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 617-876-1400 MAIL ADDRESS: STREET 1: 62 WHITTEMORE AVENUE CITY: CAMBRIDGE STATE: MA ZIP: 02140 8-K 1 a2022q18-k1.htm 8-K Document

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): May 06, 2022
 
GCP Applied Technologies Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-3753347-3936076
(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)

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

 (Former Name or Former Address, if Changed Since Last Report)
N/A
 
Check the appropriate box below if the Form 8-K filing 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-12 under the Exchange Act (17 CFR 240.14a-12)

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

☐   Pre-commencement communications 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 Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueGCPNew 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-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of 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 5.07. Submission of Matters to a Vote of Security Holders.

(a) The annual meeting of stockholders (the “Annual Meeting”) of GCP Applied Technologies Inc. (“GCP” or the “Company”) was held on May 3, 2022. There were 73,985,254 shares of common stock entitled to be voted as of the record date for the Annual Meeting, of which 68,908,919 shares or 93.14% were represented in person or by proxy at the Annual Meeting.

(b) The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting are set forth below.

(i) Proposal One. Based on the final results of voting, the following directors were elected and the voting for each director was as follows:
For
Against
Broker Non-Votes
Abstain
Simon M. Bates
64,335,214
487,537
4,070,056
16,112
Peter A. Feld
64,308,102
514,835
4,070,056
15,926
Janet P. Giesselman
63,737,890
1,085,001
4,070,056
15,972
Clay H. Kiefaber
64,134,499
688,074
4,070,056
16,290
Armand F. Lauzon
64,219,887
602,415
4,070,056
16,561
Marran H. Ogilvie
63,545,588
1,276,955
4,070,056
16,320
Andrew M. Ross
64,315,552
506,961
4,070,056
16,350
Linda J. Welty
63,788,954
1,034,342
4,070,056
15,567
Robert H. Yanker
62,158,915
2,663,295
4,070,056
16,653

(ii) Proposal Two. Based on the final results of voting, PricewaterhouseCoopers LLP was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 by the following vote:
For
Against
Abstain
Broker Non-Votes
68,715,409
180,998
12,512
0

(iii) Proposal Three. Based on the final results of voting, the compensation of GCP’s named executive officers was approved, on an advisory, non-binding basis, by the following vote:
For
Against
Abstain
Broker Non-Votes
63,411,451
1,405,669
21,743
4,070,056

SIGNATURES
 
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.
  (Registrant)
   
 By/s/ Michael W. Valente
  Michael V. Valente
  Vice President, General Counsel and Secretary
  
Dated:May 6, 2022