Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously disclosed, GCP Applied Technologies Inc. ("GCP," the "Company," "we" or "us") entered into an Agreement and Plan of Merger, dated December 5, 2021, by and among Cyclades Parent, Inc., a Delaware corporation ("Parent"), Cyclades Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), GCP, and solely for the purpose of Section 8.13 thereof, Compagnie de Saint-Gobain S.A., a société anonyme organized under the laws of France (as it may be amended from time to time, the "Merger Agreement"), pursuant to which, upon the satisfaction or waiver of the conditions to closing set forth therein, Merger Sub will merge with and into GCP (the "Merger"). On March 8, 2022, GCP held a special meeting of stockholders (the "Special Meeting") to consider certain proposals relating to the Merger Agreement. Such proposals are described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on January 31, 2022.

As of the close of business on January 14, 2022, the record date for the Special Meeting, there were 73,935,805 shares of common stock, par value $0.01 per share, of GCP (the "Company Common Stock") outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 65,769,123 shares of Company Common Stock, representing approximately 88.95% of the outstanding shares of Company Common Stock entitled to vote, were present virtually or represented by proxy, constituting a quorum to conduct business.

Set forth below are the proposals, and the action taken by the Company's stockholders with respect to each proposal at the Special Meeting.

Proposal No. 1: Approval of the Merger Proposal

The Company's stockholders approved the proposal to adopt the Merger Agreement. Approval of the Merger Agreement required the affirmative vote of a majority of the shares of Company Common Stock that were outstanding and entitled to vote as of the record date. The voting results for this proposal were as follows:



Votes For    Votes Against   Abstentions
65,667,604      90,208         11,311

Proposal No. 2: Approval of the Adjournment Proposal

The proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to solicit additional proxies if there were insufficient votes to adopt the Merger Agreement at the time of the Special Meeting, was approved, but the adjournment of the Special Meeting was not necessary as the Company's stockholders approved the adoption of the Merger Agreement.



Votes For    Votes Against   Abstentions
62,001,626     2,849,712       917,785

Proposal No. 3: Approval of the Compensation Proposal

The Company's stockholders approved, on a non-binding, advisory basis, certain compensation that will or may become payable to our named executive officers in connection with the Merger. Approval of this proposal required the affirmative vote of a majority of the outstanding shares of Company Common Stock that were present at the Special Meeting and entitled to vote as of the record date. The voting results for this proposal were as follows:



Votes For    Votes Against   Abstentions
63,182,865     1,590,396       995,862

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