GCP Applied Technologies urges shareholders to vote for director nominees

GCP Applied Technologies issued the following open letter to shareholders in connection with GCP's 2020 Annual Meeting of Stockholders, urging them to Vote "FOR" ALL Its Director Nominees on the BLUE Proxy Card: The company said, "Amid the significant uncertainty and volatility caused by the COVID-19 pandemic, the GCP Board and management team have been working with relentless focus to execute our operating plan and deliver value for shareholders while prioritizing the safety of employees and customers. Despite our substantial and continued progress, Starboard has insisted on moving forward with an unnecessary and unjustified proxy fight to appoint a supermajority of GCP's Board. We urge you to consider the results our recently refreshed Board has delivered, the proactive steps we have taken to position the Company for long-term success and the undue disruption to GCP's progress and momentum that could result from replacing nearly all directors on the Board. We recommend that shareholders vote the BLUE proxy card or voting instruction form to support GCP's highly qualified board of directors...Our team continues to drive significantly improved performance. We have previously outlined the many initiatives implemented to enhance operational performance and create value. On April 15, we demonstrated our continued progress against this plan when we provided expected financial results for the first quarter of 2020 that significantly exceeded consensus estimates and would represent our best first quarter earnings performance since 2016. Highlights of our expected results include sales growth in North America from both Specialty Construction Chemicals and Specialty Building Materials, growth in expected Adjusted EBIT of approximately 17% year-over-year to approximately $14 million, and expected Adjusted EBIT Margin expansion to approximately 6.5% in the first quarter of 2020 compared to 5.3% in the first quarter of 2019. We also expect first quarter Adjusted EPS growth of approximately 29% year-over-year to $0.09. Our progress and expected results in the first quarter of 2020 further advance the successes we have delivered under the leadership of our CEO Randy Dearth over the past year...Importantly, our Board and management team have also maintained a disciplined approach to capital management that has resulted in a very strong balance sheet with significant liquidity and no near-term debt maturities. Today, our balance sheet is a competitive differentiator, providing substantial financial flexibility and positioning us to successfully manage through the ongoing economic challenges and uncertainty caused by the COVID-19 pandemic...The GCP Board has demonstrated a longstanding commitment to regular, disciplined refreshment. This year, we nominated two new independent directors - Armand F. Lauzon, Jr. and John R. McPherson - to enhance our Board and help drive GCP's continued progress. We are confident that the Board and our 2020 nominees possess the expertise, operational and industry experience, knowledge, and skills to support the continued execution of GCP's strategy...GCP's recently refreshed Board is also delivering significant performance improvement and positive business results. While Starboard has not presented substantive alternative ideas to enhance value at GCP after over a year of engagement with the Company, the GCP Board has overseen the successful execution of the Company's strategic initiatives to improve business fundamentals and position GCP for long-term value creation. We look forward to the opportunity to further advance our current momentum...At GCP's upcoming Annual Meeting on May 28, 2020, shareholders will be asked to make an important decision regarding the composition of the Company's Board and its path for the future, which we believe will have an impact on your investment in the Company. We believe that Starboard's attempt to replace nearly all of the Company's directors would create unnecessary risk for your investment and the value creation trajectory the current Board and leadership team have demonstrated they are capable of delivering. The Company's top focus and priority needs to be on continuing to execute in a challenging and rapidly evolving operating environment to drive value for our shareholders, while also ensuring the safety, health and wellbeing of our employees, customers and business partners. We remain firm in our belief that the Company's director nominees are best suited to lead GCP and deliver value."