Starboard Comments on GCP's Proposal to Change the Voting Mechanics at the Upcoming Annual Meeting

NEW YORK, May 11, 2020 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), one of the largest shareholders of GCP Applied Technologies Inc. ("GCP" or the "Company")(NYSE: GCP), with an ownership interest of approximately 9% of the Company's outstanding shares, today issued the following statement in response to the Company's proposal regarding the use of a universal proxy card in connection with the Company's upcoming Annual Meeting of Stockholders (the "Annual Meeting") to be held on May 28, 2020.

"Starboard nominated our slate of director candidates back on January 13, 2020.  We have been soliciting proxies on our white proxy card for almost six weeks since we filed our definitive proxy materials on April 2, 2020.  Starboard and GCP have had ongoing communications during the past four months.  Not once during these communications did GCP ask about, or suggest, the use of universal proxy cards for voting at the Annual Meeting.  GCP could have proposed that we use universal proxy cards months ago.  Instead, only now, with approximately two weeks until the Annual Meeting and after substantial voting has commenced, has the Company introduced this material voting change request in a letter filed with the SEC.

We understand the potential benefits for using universal proxy cards in election contests, and we have historically been open to the use of universal proxy cards when the particulars can be worked out ahead of the filing of definitive proxy materials. However, in situations like here where the universal proxy card is introduced as a tactic with just over two weeks until the Annual Meeting, it would not be appropriate to change the fundamental voting mechanics given the potential for significant complications and challenges in implementing such a change in such close proximity to the Annual Meeting. 

From a practical standpoint, changing to a universal proxy card now would create unnecessary confusion and costs, and could delay the Annual Meeting vote. Both Starboard and the Company have already spent significant time and resources to print and mail definitive proxy materials. If we were to use universal proxy cards, we would each have to re-file with the SEC, and re-mail our proxy materials. It does not make sense to add any last-minute complexity to the Annual Meeting voting mechanics at this stage. 

Additionally, and as the Company and its advisors are well aware, there is a tried and true method for shareholders to 'mix and match' voting for members of each slate by pulling a legal proxy and delivering a ballot at the Annual Meeting through one of the proxy solicitors. Our proxy solicitor, Okapi Partners, is happy to assist any shareholder in doing this if they so choose.  We, of course, support all GCP shareholders' right to vote for whom they believe is best suited to oversee GCP. We cannot, however, allow the Company to try to shift the dialogue away from their own issues by proposing such a late-hour voting change with a little more than two weeks before the Annual Meeting.

We greatly appreciate the support we have received so far, and we urge all shareholders to support our highly-qualified and experienced nominees at the Annual Meeting so together we can put GCP on a better path forward for the benefit of all shareholders."

VOTE FOR A BETTER PATH FORWARD FOR GCP ON STARBOARD'S WHITE PROXY CARD TODAY 

If you have any questions or need further assistance with voting your GCP shares, please contact Okapi Partners LLC at +1 (888) 785-6673 (Toll-Free) or by e-mail at info@okapipartners.com.

About Starboard Value LP
Starboard Value LP is a New York-based investment adviser with a focused and differentiated fundamental approach to investing primarily in publicly traded U.S. companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all stockholders.

Investor contacts:
Peter Feld, (212) 201-4878
Patrick Sullivan, (212) 845-7947
www.starboardvalue.com 

Okapi Partners
Bruce H. Goldfarb/Patrick McHugh
(212) 297-0720
(888) 785-6673 (Toll-Free)

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SOURCE Starboard Value LP