UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
(Amendment No. 2)
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
| GCP APPLIED TECHNOLOGIES INC. |
(Name of Registrant as Specified in Its Charter) |
| |
STARBOARD VALUE LP STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP STARBOARD VALUE AND OPPORTUNITY S LLC STARBOARD VALUE AND OPPORTUNITY C LP STARBOARD VALUE R LP STARBOARD VALUE R GP LLC STARBOARD VALUE L LP STARBOARD VALUE GP LLC STARBOARD PRINCIPAL CO LP STARBOARD PRINCIPAL CO GP LLC JEFFREY C. SMITH PETER A. FELD KEVIN W. BROWN JANET P. GIESSELMAN CLAY H. KIEFABER MARRAN H. OGILVIE ANDREW M. ROSS LINDA J. WELTY ROBERT H. YANKER |
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| ☐ | Fee paid previously with preliminary materials: |
☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
| (1) | Amount previously paid: |
| (2) | Form, Schedule or Registration Statement No.: |
2020 ANNUAL MEETING OF STOCKHOLDERS
OF
GCP Applied Technologies Inc.
_________________________
SUPPLEMENT DATED APRIL 17, 2020
TO THE PROXY STATEMENT
OF
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
DATED APRIL 2, 2020
_________________________
PLEASE SIGN, DATE AND MAIL THE ENCLOSEDWHITE PROXY CARD TODAY
Dear Fellow GCP Stockholders:
Starboard Value and Opportunity Master Fund Ltd (together with its affiliates, “Starboard” or “we”) and the other participants in this solicitation are the beneficial owners of an aggregate of 6,605,276 shares, or approximately 9.1% of the outstanding common stock, par value $0.01 per share (the “Common Stock”) of GCP Applied Technologies Inc., a Delaware corporation (“GCP” or the “Company”), making us one of the Company’s largest stockholders. We are sending this proxy statement supplement (the “Proxy Supplement”) and accompanyingWHITE proxy card in connection with the solicitation of proxies in connection with the Company’s 2020 Annual Meeting of Stockholders scheduled to be held on Thursday, May 28, 2020 at 10:00 a.m. Eastern Time at the AC Hotel Cambridge, 10 Acorn Park Drive, Cambridge, MA 02140 (including any adjournments or postponements thereof and any meeting which may be called in lieu thereof, the “Annual Meeting”).
Starboard filed its definitive proxy statement for the Annual Meeting with the Securities and Exchange Commission (the “SEC”) on April 2, 2020, as supplemented on April 9, 2020 (collectively, the “Definitive Proxy Statement”). The Company filed its definitive proxy statement for the Annual Meeting with the SEC on April 15, 2020. This Proxy Supplement discloses certain information about the Annual Meeting included in the Company’s definitive proxy statement that had not been publicly available at the time we filed our Definitive Proxy Statement.
This Proxy Supplement is dated April 17, 2020, and is first being furnished to stockholders on or about April 17, 2020. This Proxy Supplement should be read in conjunction with the Definitive Proxy Statement. Defined terms used but not defined below have the meanings ascribed to them in the Definitive Proxy Statement. Except as updated or supplemented by this Proxy Supplement, all information set forth in the Definitive Proxy Statement remains unchanged and should be considered in casting your vote at the Annual Meeting.
For the reasons set forth in the Definitive Proxy Statement, we are seeking your support to elect Starboard’s eight (8) nominees, Kevin W. Brown, Peter A. Feld, Janet P. Giesselman, Clay H. Kiefaber, Marran H. Ogilvie, Andrew M. Ross, Linda J. Welty and Robert H. Yanker (each a “Nominee” and, collectively, the “Nominees”), to the Board at the Annual Meeting because we believe that the Board must be significantly reconstituted to ensure that the interests of the stockholders, the true owners of GCP, are appropriately represented in the boardroom.
The Company has set the close of business on April 13, 2020 as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”). Stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. According to the Company’s definitive proxy statement, as of the Record Date, there were 72,901,420 shares of Common Stock outstanding.
IF YOU HAVE SUBMITTED A WHITE PROXY CARD AND ARE A STOCKHOLDER AS OF THE RECORD DATE AND YOU DO NOT WISH TO CHANGE YOUR VOTE, THEN YOU DO NOT HAVE TO TAKE ANY FURTHER ACTION AND YOU DO NOT NEED TO SUBMIT THE ENCLOSED WHITE PROXY CARD. YOU SHOULD DISREGARD AND DISCARD, AND NOT VOTE, ANY BLUE PROXY CARD YOU RECEIVE FROM THE COMPANY. ONLY YOUR LAST DATED PROXY CARD WILL COUNT.
OTHER SUPPLEMENTAL DISCLOSURES
Stockholder Proposals
According to the Company’s definitive proxy statement, pursuant to Rule 14a-8 of the Exchange Act, the Company must receive stockholder proposals submitted pursuant to such Rule, in writing by December 16, 2020, to consider them for inclusion in the Company’s proxy materials for the 2021 Annual Meeting. However, if the date of the 2021 Annual Meeting has been changed by more than 30 days from the date of the previous year’s Annual Meeting, then the deadline is a reasonable time before GCP begins to print and send its proxy materials.
Additional Participant Information
As of the date hereof, Mr. Ross directly beneficially owns 6,450 shares of Common Stock. Mr. Ross purchased the shares of Common Stock with personal funds in the open market. For information regarding transactions in securities of the Company by Mr. Ross since the filing of the Definitive Proxy Statement, please seeSchedule I.
THIS SOLICITATION IS BEING MADE BY STARBOARD AND NOT ON BEHALF OF THE BOARD OF DIRECTORS OR MANAGEMENT OF THE COMPANY.
STARBOARD URGES YOU TO SIGN, DATE AND RETURN THEWHITE PROXY CARD IN FAVOR OF THE ELECTION OF THE NOMINEES.
IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN OUR DEFINITIVE PROXY STATEMENT BY SIGNING, DATING, AND RETURNING THE ENCLOSEDWHITE PROXY CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting— The proxy materials are available at
www.shareholdersforGCP.com
SCHEDULE I
TRANSACTIONS IN SECURITIES OFTHE COMPANY BY ANDREW M. ROSS
SINCE THE DEFINITIVE PROXY STATEMENT
| Nature of the Transaction | Amount of Securities Purchased/(Sold) | Date of Purchase/Sale |
ANDREW M. ROSS
| Purchase of Common Stock | 1,000 | 04/15/2020 |
SCHEDULE II
The following table is reprinted in its entirety from the Company’s definitive proxy statement.
Stock Ownership of Certain Beneficial Owners and Management
The following table sets forth the amount of GCP common stock beneficially owned, directly or indirectly:
| · | as of April 10, 2020, by each current director and nominee for director, each executive officer named in the Summary Compensation Table and our directors and executive officers as a group; and |
| · | as of the date indicated, by each owner of more than 5% of GCP common stock. |
| Name and Address of Beneficial Owner (1) | | Amount and Nature
of Beneficial Ownership | | | Percent (2) | |
| 40 North Management LLC (3) | | | 17,778,352 | | | | 24.4 | % |
| 9 West 57th Street, 30th Floor | | | | | | | | |
| New York, NY 10019 | | | | | | | | |
| BlackRock, Inc. (4) | | | 8,248,327 | | | | 11.3 | % |
| 55 East 52nd Street | | | | | | | | |
| New York, NY 10055 | | | | | | | | |
| Starboard Value LP (5) | | | 6,561,182 | | | | 9.0 | % |
| 777 Third Avenue, 18th Floor | | | | | | | | |
| New York, NY 10017 | | | | | | | | |
| The Vanguard Group (6) | | | 6,120,417 | | | | 8.4 | % |
| 100 Vanguard Blvd. | | | | | | | | |
| Malvern, PA 19355 | | | | | | | | |
| GAMCO Investors, Inc. (7) | | | 5,085,867 | | | | 7.0 | % |
| One Corporate Center | | | | | | | | |
| Rye, NY 10580 | | | | | | | | |
| JPMorgan Chase & Co. (8) | | | 3,654,170 | | | | 5.0 | % |
| 383 Madison Avenue | | | | | | | | |
| New York, NY 10179 | | | | | | | | |
| Gregory E. Poling | | | 26,212 | | | | 1.3 | % |
| | | | 666,141 | (O) | | | | |
| | | | 270,448 | (T) | | | | |
| | | | 962,801 | | | | | |
| Randall S. Dearth | | | 15,266 | | | | * | |
| | | | 25,162 | (O) | | | | |
| | | | 40,428 | | | | | |
| Dean P. Freeman | | | 16,894 | | | | * | |
| | | | — | (O) | | | | |
| | | | 16,894 | | | | | |
| Craig Merrill | | | 2,904 | | | | * | |
| | | | 15,733 | (O) | | | | |
| | | | 18,637 | | | | | |
| Kevin R. Holland | | | 10,709 | | | | * | |
| | | | 23,997 | (O) | | | | |
| | | | 34,706 | | | | | |
| James E. Thompson | | | 3,129 | | | | * | |
| | | | 4,697 | (O) | | | | |
| | | | 7,826 | | | | | |
| Naren B. Srinivasan | | | 26,957 | | | | * | |
| | | | 77,811 | (O) | | | | |
| | | | 104,768 | | | | | |
| Gerald G. Colella | | | 10,455 | | | | * | |
| Janice K. Henry | | | 19,837 | | | | * | |
| Clay H. Kiefaber | | | 5,133 | | | | * | |
| James F. Kirsch | | | 6,150 | | | | * | |
| Phillip J. Mason | | | 14,916 | | | | * | |
| | | | 9,000 | (T) | | | | |
| | | | 23,916 | | | | | |
| Elizabeth Mora | | | 14,916 | | | | * | |
| Marran H. Ogilvie | | | 5,357 | | | | * | |
| Danny R. Shepherd | | | 20,256 | | | | * | |
| All directors and executive officers as a group (15 persons) | | | 160,190 | | | | * | |
| | | | 169,803 | (O) | | | | |
| | | | 9,000 | (T) | | | | |
| | | | 338,993 | | | | | |
_______________
| * | Indicates less than 1.0%. |
| (O) | Pursuant to SEC rules, shares of GCP common stock to be issued upon the exercise of stock options that are exercisable and shares of GCP common stock with respect to which investment or voting power will vest within 60 days after April 10, 2020 are deemed to be beneficially owned as of such date. Such shares are deemed outstanding for purposes of computing the percentage ownership of the applicable person, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. |
| (T) | Shares owned by trusts and other entities as to which the person has the power to direct voting and/or investment. |
| (1) | The address of each of our directors and executive officers is: c/o Corporate Secretary, GCP Applied Technologies Inc., 62 Whittemore Avenue, Cambridge, Massachusetts 02140. |
| (2) | Based on 72,901,420 shares of GCP common stock outstanding on April 10, 2020. |
| (3) | Amount and nature of ownership is based solely upon information contained in a Schedule 13D/A filed with the SEC on March 15, 2019 (the “Schedule 13D/A”) by 40 North Management LLC (“40 North Management”), 40 North Latitude Fund LP (“40 North Latitude Feeder”), 40 North GP III LLC (“40 North GP III”), 40 North Latitude Master Fund Ltd. (“40 North Latitude Master”), 40 North Latitude SPV-D LLC (“40 North Latitude SPV”), Dalbergia Investments LLC (“Dalbergia”), Standard Industries Inc. (“Standard Industries”), Standard Industries Holdings Inc. (“Standard Holdings”), G-I Holdings Inc. (“G-I Holdings”), G Holdings LLC (“G Holdings LLC”), G Holdings Inc. (“G Holdings Inc.”), David S. Winter, David J. Millstone and Ronnie F. Heyman. 40 North Latitude SPV may be deemed the beneficial owner of 2,727,519 shares. Each of 40 North Management, 40 North Latitude Master, 40 North Latitude Feeder and 40 North GP III may be deemed the beneficial owner of 5,113,804 shares. Each of Dalbergia, Standard Industries, Standard Holdings, G-I Holdings, G Holdings LLC, G Holdings Inc. and Ms. Heyman may be deemed the beneficial owner of 12,664,548 shares. Each of Messrs. Winter and Millstone may be deemed to be the beneficial owner of all of the 17,778,352 shares reported. All of the reporting persons may be deemed to have shared power to vote and shared power to dispose of such shares as they may be deemed to have beneficial ownership of. The principal business address of Dalbergia, Standard Industries, G-I Holdings, G Holdings LLC and G Holdings Inc. is 1 Campus Drive, Parsippany, New Jersey 07054. The principal business address of Standard Holdings is 1011 Centre Road, Suite 315, Wilmington, Delaware 19805. The business address of the remainder of the reporting persons is as set forth in the table above. |
| (4) | Amount and nature of ownership is based solely upon information contained in a Schedule 13G/A filed with the SEC on February 4, 2020 by BlackRock, Inc. (“BlackRock”). The Schedule 13G/A indicates that, as of December 31, 2019, BlackRock has sole and shared voting power over 8,131,581 and 0 shares, respectively, and sole and shared investment power over 8,248,327 and 0 shares, respectively. |
| (5) | All information regarding Starboard Value LP is based on the Amendment No. 1 to Schedule 14A filed with the SEC on March 13, 2020. Starboard Value LP reported that it may be deemed to beneficially own 6,561,182 shares, over which it has sole dispositive and voting power. According to the Schedule 13D/A filed with the SEC on March 6, 2020, the beneficial ownership of our common stock is as follows: (i) Starboard Value and Opportunity Master Fund LTD has sole voting and dispositive power over 4,201,356 shares, (ii) Starboard Value and Opportunity S LLC has sole voting and dispositive power over 635,161 shares, (iii) Starboard Value and Opportunity C LP (“Starboard C LP”) has sole voting and dispositive power over 365,924 shares, (iv) Starboard Value R GP LLC has sole voting and dispositive power over 675,656 shares, and is the general partner of each of Starboard R LP and Starboard L GP, (v) Starboard Value R LP (“Starboard R LP”) has sole voting and dispositive power over 365,924 shares, and is the general partner of Starboard C LP, (vi) Starboard Value and Opportunity Master Fund L LP (“Starboard L Master”) has sole voting and dispositive power over 309,732 shares, (vii) Starboard Value L LP (“Starboard L GP”) has sole voting and dispositive power over 309,732 shares and is the general partner of Starboard L Master, (viii) Starboard Value GP LLC (“Starboard Value GP”) has sole voting and dispositive power over 6,540,000 shares and is the general partner of Starboard Value LP, (ix) Starboard Principal Co LP (“Principal Co”) has sole voting and dispositive power over 6,540,000 shares and is a member of Starboard Value GP, (x) Starboard Principal Co GP LLC (“Principal GP”) has sole voting and dispositive power over 6,540,000 shares and is the general partner of Principal Co, (xi) Jeffrey C. Smith has shared voting and dispositive power over 6,540,000 shares and is a member of Principal GP and a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, and (xii) Peter A. Feld has shared voting and dispositive power over 6,540,000 shares and is a member of Principal GP and a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. Each of the individuals and entities listed in the Schedule 13D/A specifically disclaims beneficial ownership of the securities reported herein that he, she or it does not directly own. |
| (6) | Amount and nature of ownership is based solely upon information contained in a Schedule 13G/A filed with the SEC on February 12, 2020 by The Vanguard Group (“Vanguard”). The Schedule 13G/A indicates that, as of December 31, 2019, Vanguard has sole and shared voting power over 114,629 and 23,318 shares, respectively, and sole and shared investment power over 5,990,490 and 129,927 shares, respectively. |
| (7) | Amount and nature of ownership is based solely upon information contained in a Schedule 13D filed with the SEC on July 8, 2019 by Gabelli Funds LLC (“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Gabelli & Company Investment Advisers, Inc. (“GCIA”), MJG Associates, Inc. (“MJG Associates”), Gabelli Foundation, Inc. (“Foundation”), GGCP, Inc. (“GGCP”), GAMCO Investors, Inc. (“GBL”), Associated Capital Group, Inc. (“AC”), and Mario J. Gabelli (“Mario Gabelli”). Mario Gabelli is deemed to have beneficial ownership of the shares owned by each of the foregoing reporting persons. AC, GBL and GGCP are deemed to have beneficial ownership of shares owned by each of the foregoing reporting persons other than Mario Gabelli and the Foundation. GCIA is deemed to have beneficial ownership of shares owned by G.research, LLC. The principal address of GGCP and MJG Associates is 140 Greenwich Avenue, Greenwich, CT 06830. The principal address for the Foundation is 165 West Liberty Street, Reno, Nevada 89501. The principal address for Gabelli Funds, GAMCO, GBL, AC, GCIA and Mario Gabelli is as set forth in the table above. |
| (8) | Amount and nature of ownership is based solely upon information contained in a Schedule 13G filed with the SEC on January 22, 2020 by JPMorgan Chase & Co (“JPMorgan”). The Schedule 13G indicates that, as of December 31, 2019, JPMorgan has sole and shared voting power over 3,430,471 and 0 shares, respectively, and sole and shared investment power over 3,654,170 and 0 shares, respectively. |
IMPORTANT
Your vote is important, no matter how few shares of Common Stock you own. Starboard urges you to sign, date, and return the enclosed WHITE proxy card today to vote FOR the election of the Nominees and in accordance with Starboard’s recommendations on the other proposals on the agenda for the Annual Meeting.
| · | If your shares of Common Stock are registered in your own name, please sign and date the enclosedWHITEproxy card and return it to Starboard, c/o Okapi Partners LLC (“Okapi Partners”) in the enclosed postage-paid envelope today. |
| · | If your shares of Common Stock are held in a brokerage account or bank, you are considered the beneficial owner of the shares of Common Stock, and these proxy materials, together with aWHITEvoting form, are being forwarded to you by your broker or bank. As a beneficial owner, you must instruct your broker, trustee or other representative how to vote. Your broker cannot vote your shares of Common Stock on your behalf without your instructions. |
| · | Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed voting form. |
Since only your latest dated proxy card will count, we urge you not to return any proxy card you receive from the Company. Even if you return the management proxy card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card you may have previously sent to us. Remember, you can vote for our eight (8) Nominees only on ourWHITE proxy card (other than Mr. Kiefaber, who is also a Company nominee). So please make certain that the latest dated proxy card you return is theWHITE proxy card.
If you have any questions, require assistance in voting yourWHITEproxy card, or need additional copies of Starboard’s proxy materials, please contact Okapi Partners at the phone numbers or email address listed below.
Okapi Partners LLC
1212 Avenue of the Americas, 24th Floor
New York, New York 10036
Stockholders may call toll-free: (888) 785-6673
Banks and brokers call: (212) 297-0720
E-mail: info@okapipartners.com
GCP Applied Technologies Inc.
2020 Annual Meeting OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD AND THE OTHER PARTICIPANTS IN ITS PROXY SOLICITATION
THE BOARD OF DIRECTORS OFGCP Applied Technologies Inc.
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned appoints Jeffrey C. Smith and Peter A. Feld, and each of them, attorneys and agents with full power of substitution to vote all shares of common stock of GCP Applied Technologies Inc. (the “Company”) which the undersigned would be entitled to vote if personally present at the 2020 Annual Meeting of Stockholders of the Company scheduled to be held on Thursday, May 28, 2020 at 10:00 a.m. Eastern Time at the AC Hotel Cambridge, 10 Acorn Park Drive, Cambridge, MA 02140 (including any adjournments or postponements thereof and any meeting called in lieu thereof, the “Annual Meeting”).
The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of common stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named attorneys and proxies or their substitutes with respect to any other matters as may properly come before the Annual Meeting that are unknown to Starboard Value and Opportunity Master Fund Ltd (“Starboard”) a reasonable time before this solicitation.
IF NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1, “FOR” PROPOSAL 2, “AGAINST” PROPOSAL 3 AND “AGAINST” PROPOSAL 4.
This Proxy will be valid until the completion of the Annual Meeting. This Proxy will only be valid in connection with Starboard’s solicitation of proxies for the Annual Meeting.
IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[X] Please mark vote as in this example
STARBOARD STRONGLY RECOMMENDS THATStockholders VOTE IN FAVOR OF THE NOMINEES LISTED BELOW IN PROPOSAL 1. STARBOARD MAKES NO RECOMMENDATION WITH RESPECT TO PROPOSALS 2, 3 AND 4.
| 1. | Starboard’s proposal to elect Kevin W. Brown, Peter A. Feld, Janet P. Giesselman, Clay H. Kiefaber, Marran H. Ogilvie, Andrew M. Ross, Linda J. Welty and Robert H. Yanker as directors of the Company. |
| | FOR ALL NOMINEES | WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES | FOR ALL EXCEPT NOMINEE(S) WRITTEN BELOW |
Nominees: | Kevin W. Brown Peter A. Feld Janet P. Giesselman Clay H. Kiefaber Marran H. Ogilvie Andrew M. Ross Linda J. Welty Robert H. Yanker | [ ] | [ ] | [ ] ________________
________________
________________ ________________ ________________ ________________ ________________ |
Starboard does not expect that any of the nominees will be unable to stand for election, but, in the event any nominee is unable to serve or for good cause will not serve, the shares of common stock represented by this proxy card will be voted for substitute nominee(s), to the extent this is not prohibited under the Company’s organizational documents and applicable law. In addition, Starboard has reserved the right to nominate substitute person(s) if the Company makes or announces any changes to its organizational documents or takes or announces any other action that has, or if consummated would have, the effect of disqualifying any nominee, to the extent this is not prohibited under the Company’s organizational documents and applicable law. In any such case, shares of common stock represented by this proxy card will be voted for such substitute nominee(s).
STARBOARD INTENDS TO USE THIS PROXY TO VOTE “FOR ALL NOMINEES”, WHICH INCLUDESMESSRS. Brown, Feld, Kiefaber, Ross and Yanker and MSES. Giesselman, Ogilvie and Welty.
THERE IS NO ASSURANCE THAT ANY OF THE CANDIDATES WHO HAVE BEEN NOMINATED BY THE COMPANY WILL SERVE AS DIRECTORS IF OUR NOMINEES ARE ELECTED.
NOTE: If you do not wish for your shares to be voted “FOR” a particular nominee, mark the “FOR ALL EXCEPT NOMINEE(S) WRITTEN BELOW” box and write the name(s) of the nominee(s) you do not support on the line(s) above. Your shares will be voted for the remaining nominee(s).
2. Company’s proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020.
3. Company’s proposal to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers.
4. Company’s proposal to approve the amendment to the Company’s Rights Agreement.
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| (Signature, if held jointly) | |
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WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.
