UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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, Inc. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 30, 2019, Dean P. Freeman notified GCP Applied Technologies Inc. (the “Company”) of his resignation as the Company’s Vice President, Chief Financial Officer effective October 15, 2019. Mr. Freeman is resigning to pursue another opportunity and his resignation did not result from any disagreement with the Company or any matter regarding the Company’s accounting, strategy, management, operations, policies, regulatory matters, or practices (financial or otherwise). The Company is conducting a search for a new Chief Financial Officer. Craig A. Merrill, age 55, the Company’s current Vice President, Finance, Analytics and Strategy, has been appointed Interim Chief Financial Officer (and principal financial officer), effective following Mr. Freeman’s resignation on October 15, 2019, and will report directly to GCP’s President and Chief Executive Officer, Randall S. Dearth, until a permanent replacement is named. Prior to becoming the Company’s Vice President, Finance, Analytics and Strategy, Mr. Merrill served as the Company’s Vice President, Global Marketing and Vice President & General Manager, Global Cement and Emerging Markets following the Company’s separation from W.R. Grace & Co. in 2016. At W.R. Grace & Co., Mr. Merrill served as Vice President & General Manager in the Specialty Construction Chemicals division prior to the commencement of his service with the Company. Mr. Merrill began his career at W.R. Grace & Co. in 1990. There are no (i) family relationships, as defined in Item 401 of Regulation S-K, between Mr. Merrill and any of the Company’s executive officers or directors, or any person nominated to become a director or executive officer, (ii) arrangements or understandings between Mr. Merrill and any other person pursuant to which Mr. Merrill was appointed as Interim Chief Financial Officer of the Company or (iii) transactions in which Mr. Merrill has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On October 2, 2019, the Company issued a press release, a copy of which is attached as Exhibit 99.1 hereto, reaffirming its previously announced outlook for full-year 2019 and announcing the events described in Item 5.02 above. The information set forth in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this report.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
Description | |||
| 99.1 |
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| 101 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |||
| 104 |
The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GCP APPLIED TECHNOLOGIES INC. | ||
| (Registrant) | ||
| By: |
/s/ James E. Thompson | |
| James E. Thompson | ||
| Vice President, General Counsel and Secretary | ||
Date: October 2, 2019
Exhibit 99.1
GCP Applied Technologies Announces Chief Financial Officer Transition
Appoints Craig A. Merrill as Interim CFO
Reaffirms Guidance for Full-Year 2019
CAMBRIDGE, Mass. – October 2, 2019 – GCP Applied Technologies Inc. (NYSE:GCP) (“GCP”), a leading global provider of construction products technologies, announced today that Dean P. Freeman, Vice President and Chief Financial Officer, is leaving the Company to pursue another opportunity. Craig A. Merrill, Vice President, Finance, Analytics and Strategy, has been appointed Interim Chief Financial Officer, effective following Mr. Freeman’s resignation on October 15, 2019, and will report directly to GCP’s President and Chief Executive Officer, Randall S. Dearth, until a permanent replacement is named. GCP is conducting a comprehensive search process with the assistance of a leading executive search firm to identify a permanent CFO.
Mr. Dearth said, “Dean has been a highly valued member of GCP’s leadership team since we became a public company. On behalf of the Board of Directors and leadership team, I would like to thank Dean for his many contributions to GCP and wish him all the best in his future endeavors.”
Dearth continued, “We are fortunate to have a deep bench of talent at GCP, and Craig Merrill’s experience and knowledge of our business, strategy and financial processes will help ensure a smooth transition for the CFO role. Together, the GCP leadership team will continue working to improve performance across our businesses and drive enhanced value for our shareholders.”
GCP also reaffirmed its previously announced outlook for full-year 2019. The Company will provide a detailed update on its performance and outlook on its regularly scheduled investor call for the third quarter of 2019, which will be scheduled in due course.
About Craig A. Merrill
Craig Merrill currently serves as GCP’s Vice President, Finance, Analytics and Strategy. Previously, Mr. Merrill served in a variety of commercial, marketing and general management roles with P&L responsibility. Following GCP’s separation from W. R. Grace & Co. in 2016, he served as the Company’s Vice President, Global Marketing and Vice President & General Manager, Global Cement and Emerging Markets. At W. R. Grace & Co., he served as Vice President & General Manager in the Specialty Construction Chemicals division prior to the commencement of his service with the Company. Mr. Merrill has 30 years of experience in the global building products and specialty chemicals industries.
About GCP Applied Technologies
GCP Applied Technologies is a leading global provider of construction products technologies that include additives for cement and concrete, the VERIFI® in-transit concrete management system, high-performance waterproofing products, and specialty systems. GCP products have been used to build some of the world’s most renowned structures. More information is available at www.gcpat.com.
Forward-Looking Statements
This announcement contains “forward-looking statements,” that is, information related to future, not past, events. Such statements generally include the words “believes,” “plans,” “intends,” “targets,” “will,” “expects,” “estimates”, “suggests,” “anticipates,” “outlook,” “continues,” or similar expressions. Forward-looking statements include, without limitation, statements about expected: financial positions; results of operations; cash flows; financing plans; business strategy; operating plans; strategic alternatives; capital and other expenditures; competitive positions; growth opportunities; benefits from new technology; and cost reduction initiatives. GCP is subject to various risks and uncertainties that could cause its actual results to differ materially from those contained in forward-looking statements, including, without limitation,
risks related to: the cyclical and seasonal nature of the industries that GCP serves; foreign operations, especially in emerging regions; changes in currency exchange rates; the cost and availability of raw materials and energy; new product introductions and other growth initiatives; acquisitions and divestitures of assets; GCP’s outstanding indebtedness, including debt covenants and interest rate exposure; GCP’s funded and unfunded pension obligations; warranty and product liability claims; legal proceedings; the inability to establish or maintain certain business relationships, including with customers and suppliers; employee retention; and compliance with environmental laws. These and other factors are identified and described in more detail in GCP’s Annual Report on Form 10-K, which has been filed with the U.S. Securities and Exchange Commission and is available online at www.sec.gov. Readers are cautioned not to place undue reliance on GCP’s projections and other forward-looking statements, which speak only as the date thereof. GCP undertakes no obligation to publicly release any revision to its projections and other forward-looking statements contained in this announcement, or to update them to reflect events or circumstances occurring after the date of this announcement.
Contacts
Joseph DeCristofaro
T +1 617.498.2616
investors@gcpat.com
Document and Entity Information |
Sep. 30, 2019 |
|---|---|
| Cover [Abstract] | |
| Security Exchange Name | NYSE |
| Amendment Flag | false |
| Entity Central Index Key | 0001644440 |
| Document Type | 8-K |
| Document Period End Date | Sep. 30, 2019 |
| Entity Registrant Name | GCP APPLIED TECHNOLOGIES INC. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-37533 |
| Entity Tax Identification Number | 47-3936076 |
| Entity Address, Address Line One | 62 Whittemore Avenue |
| Entity Address, City or Town | Cambridge |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02140 |
| City Area Code | (617) |
| Local Phone Number | 876-1400 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $.01 par value |
| Trading Symbol | GCP |
| Entity Emerging Growth Company | false |