UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c)
On October 1, 2020, the Board of Directors (the “Board”) of GCP Applied Technologies Inc. (the “Company”) adopted the GCP Applied Technologies Inc. 2020 Inducement Plan (the “Plan”) to reserve 1,000,000 shares of its common stock to be used exclusively for grants of awards to induce highly-qualified prospective employees to accept employment and to provide them with a proprietary interest in the Company. In accordance with Section 303A.08 of the New York Stock Exchange Listed Company Manual, the Company did not seek approval of the Plan by its stockholders. The Board also approved the grant of a stock option to purchase 388,348 shares of common stock (the “Option”) and an award of 143,128 shares of restricted stock (the “Restricted Stock Award”) to Simon Bates, the Company’s President and Chief Executive Officer, pursuant to the terms of the Employment Agreement between the Company and Mr. Bates, effective as of October 1, 2020 (the “Employment Agreement”), the Plan, the Terms and Conditions of Option Award (the “Option Agreement”) and the Terms and Conditions of Restricted Stock Award (the “Restricted Stock Agreement”). The Option and the Restricted Stock Award are subject to vesting as described in the Employment Agreement, the Option Agreement and the Restricted Stock Agreement.
The foregoing description of the Employment Agreement is qualified in its entirety by the terms of the Employment Agreement filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 14, 2020. The foregoing description of the Plan, the Option Agreement and the Restricted Stock Agreement are qualified in their entirety by the terms of the Plan, the Option Agreement and the Restricted Stock Agreement, attached to this report as Exhibits 4.1, 4.2 and 4.3 respectively, which are incorporated herein by reference.
(d)
On October 1, 2020, in connection with the start of his previously announced employment as Chief Executive Officer and President of the Company, the Board appointed Simon M. Bates to join the Board, effective as of October 1, 2020.
There are no transactions to which the Company is or was a participant in which Mr. Bates has a material interest subject to disclosure pursuant to Item 404(a) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 4.1 | GCP Applied Technologies Inc. 2020 Inducement Plan | |
| 4.2 | GCP Applied Technologies Inc. Terms and Conditions of Option Award | |
| 4.3 | GCP Applied Technologies Inc. Terms and Conditions of Restricted Stock Award | |
| 99.1 | Press Release dated October 5, 2020 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | |
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/ James E. Thompson | |
| James E. Thompson | ||
| Vice President, General Counsel and Secretary | ||
Date: October 5, 2020