| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, on December 5, 2021, GCP Applied Technologies Inc., a Delaware corporation (“GCP” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cyclades Parent, Inc., a Delaware corporation (“Parent”), Cyclades Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and, solely for the purposes of Section 8.13 thereof, Compaignie de Saint-Gobain S.A., a société anonyme organized under the laws of France (“Guarantor”). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into GCP (the “Merger”), with GCP continuing as the surviving corporation of the Merger and as a wholly-owned subsidiary of Parent.
On January 24, 2022, the Compensation Committee of the Company’s Board of Directors approved the grant of retention bonuses (each a “Retention Bonus”) to certain employees of the Company, including the Executives (as defined below), to be made pursuant to retention incentive agreements (the “Retention Agreements”). On January 24, 2022, the Company entered into Retention Agreements with Simon Bates (Chief Executive Officer of the Company) and Craig Merrill (Chief Financial Officer of the Company) (each an “Executive,” and together, the “Executives”). The Retention Agreements are designed to retain key talent, including the Executives, during the period between the signing of the Merger Agreement and the consummation of the Merger.
Pursuant to the Retention Agreements, (i) 50% of an Executive’s Retention Bonus will be payable within 60 days following the consummation of the Merger (the “Closing Date”), provided that the Executive remains continuously actively employed by the Company through the Closing Date; (ii) 50% of an Executive’s Retention Bonus will be payable within 60 days following the date that is 90 days following the Closing Date, provided that the Executive remains continuously actively employed by the Company through such date; and (iii) if an Executive’s employment is terminated without “cause” by the Company or due to a resignation for “good reason” by an Executive, in each case, prior to the payment of any unpaid portion of the Retention Bonus, subject to such Executive’s executing a release of claims, such Executive will be entitled to payment of any unpaid portion of such Retention Bonus amount. The amount of Retention Bonus for Simon Bates is $825,000, and for Craig Merrill is $600,000. In the event the Closing Date does not occur prior to December 5, 2022 (which date may be extended through March 5, 2023 by the Company in its discretion), the Retention Agreements will terminate and no Retention Bonuses will be due to employees, including the Executives.
The foregoing description of the letter agreements does not purport to be complete and is qualified in its entirety by reference to the text of each of the agreements, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
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Additional Information About the Acquisition and Where to Find It
This communication is being made in respect of the proposed transaction involving GCP, Parent, Merger Sub and Guarantor. A special meeting of the stockholders of GCP will be announced as promptly as practicable to seek stockholder approval in connection with the proposed Merger. GCP has filed with the SEC a preliminary proxy statement and other relevant documents in connection with the proposed Merger, and expects to file with the SEC a definitive proxy statement. The definitive proxy statement will be sent or given to the stockholders of GCP and will contain important information about the proposed transaction and related matters. INVESTORS AND STOCKHOLDERS OF GCP ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GCP, PARENT, MERGER SUB, GUARANTOR AND THE MERGER. Investors may obtain a free copy of these materials (when they are available) and other documents filed by GCP with the SEC at the SEC’s website at www.sec.gov, at GCP’s website at www.gcpat.com or by sending a written request to GCP Applied Technologies Inc., Attn: GCP Shareholder Services, 2325 Lakeview Parkway, Alpharetta Georgia, 30009.
Participants in the Solicitation
GCP and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the Merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of GCP’s stockholders in connection with the Merger will be set forth in GCP’s definitive proxy statement for its special stockholder meeting. Additional information regarding these individuals and any direct or indirect interests they may have in the Merger will be set forth in the definitive proxy statement when it is filed with the SEC in connection with the Merger. You can find information about GCP’s executive officers and directors in the definitive proxy statement on Schedule 14A filed by GCP in connection with its 2021 Annual Meeting of Stockholders (the “Annual Meeting Proxy Statement”), which was filed with the SEC on March 26, 2021. To the extent that holdings of GCP’s securities have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
