Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 5, 2021, GCP Applied Technologies Inc. (the "Company") provided notice
that, effective as of May 31, 2021, Boudewijn van Lent, Executive Vice
President, Global Head of Specialty Construction Chemicals, will be leaving the
Company. In connection with the termination of his employment, pursuant to the
Change in Control Severance Agreement entered into between the Company and
Mr. van Lent in substantially the form filed as an exhibit to the Company's
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 27, 2020, Mr. van Lent is entitled to receive (i) accelerated vesting
of options to purchase 1,468 shares of common stock and accelerated vesting of
8,366 unvested restricted stock units, (ii) a lump sum severance payment in an
amount equal to two times the sum of his base salary and target annual incentive
compensation, (iii) a pro-rated portion of his target annual incentive
compensation for the year of termination, (iv) same or substantially similar
outplacement services as those generally offered to the Company's executive
officers and (v) medical, dental and vision benefits substantially similar to
those he received prior to termination for 24 months following termination. In
addition, Mr. van Lent holds 7,515 unvested performance based awards that remain
subject to the original performance criteria and remain eligible to be earned
based upon achievement of the performance criteria after ordinary performance
certification timing.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On May 6, 2021, the Board of Directors (the "Board") of the Company amended the
Company's Amended and Restated By-laws in order to amend Section 8.1 of Article
VIII to designate the federal district courts of the United States of America as
the exclusive jurisdiction for any litigation arising under the Securities Act
of 1933, as amended (the "By-law Amendment"). The Board approved the By-law
Amendment in order to reduce any potential expenses that the Company may incur
in connection with any such actions or proceedings if the Company was required
to defend any such potential actions or proceedings in multiple jurisdictions
and in parallel proceedings in federal and state courts simultaneously.
The foregoing summary and description of the provisions of the By-law Amendment
does not purport to be complete and is qualified in its entirety by reference to
the full text of the By-law Amendment, a copy of which is filed as Exhibit 3.1
with this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
3.1 By-law Amendment
104 The cover page from this Current Report on Form 8-K, formatted as
Inline XBRL
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