Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference herein. Item 8.01. Other Events. OnApril 14, 2021 ,W. R. Grace & Co. ("Grace" or the "Company") entered into an amendment (the "Amendment") to a certain letter agreement, datedFebruary 1, 2021 , by and among Grace, 40North Management LLC , 40North GP III LLC , 40North Latitude Master Fund Ltd. and 40North Latitude Fund LP (collectively, "40 North"). Pursuant to the Amendment, Grace and 40 North agreed to extend the nomination deadline for 40 North to submit candidates for election to the Company's Board of Directors at the Company's 2021 Annual Meeting of Shareholders toApril 26, 2021 . Grace and 40 North also agreed not to make any further public statements regarding the other party or the ongoing discussions between the parties prior toApril 26, 2021 . A copy of the press release announcing the entry of Grace and 40 North into the Amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit Location 99.1 Press release dated April 14, 2021 Filed herewith 104 Cover Page Interactive Data File Filed herewith (formatted as Inline XBRL and included in Exhibit 101)
Forward-looking statements
This report and the exhibit hereto contain forward-looking statements, that is,
information related to future, not past, events. Such statements generally
include the words "believes," "plans," "intends," "targets," "will," "expects,"
"suggests," "anticipates," "outlook," "continues," or similar expressions.
Forward-looking statements include, without limitation, statements regarding
future: financial positions; results of operations; cash flows; financing plans;
business strategy; operating plans; capital and other expenditures; impact of
COVID-19 on Grace's business; competitive positions; growth opportunities for
existing products; benefits from new technology; benefits from cost reduction
initiatives; succession planning; and markets for securities. For these
statements, Grace claims the protections of the safe harbor for forward-looking
statements contained in Section 27A of the Securities Act and Section 21E of the
Exchange Act. Grace is subject to risks and uncertainties that could cause
actual results or events to differ materially from its projections or that could
cause other forward-looking statements to prove incorrect. Factors that could
cause actual results or events to differ materially from those contained in the
forward-looking statements include, without limitation: risks related to foreign
operations, especially in areas of active conflicts and in emerging regions; the
costs and availability of raw materials, energy and transportation; the
effectiveness of Grace's research and development and growth investments;
acquisitions and divestitures of assets and businesses; developments affecting
Grace's outstanding indebtedness; developments affecting Grace's pension
obligations; legacy matters (including product, environmental, and other legacy
liabilities) relating to past activities of Grace; its legal and environmental
proceedings; environmental compliance costs (including existing and potential
laws and regulations pertaining to climate change)? the inability to establish
or maintain certain business relationships; the inability to hire or retain key
personnel; natural disasters such as storms and floods; fires and force majeure
events; the economics of our customers' industries, including the petroleum
refining, petrochemicals, and plastics industries, and shifting consumer
preferences; public health and safety concerns, including pandemics and
quarantines; changes in tax laws and regulations; international trade disputes,
tariffs, and sanctions; the potential effects of cyberattacks; and those
additional factors set forth in Grace's most recent Annual Report on Form 10-K,
quarterly reports on Form 10-Q, and current reports on Form 8-K, which have been
filed with the
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