Shareholders' Equity

9 Months Ended

Sep. 30, 2019

Stockholder Rights Plan

On March 15, 2019, the Board of Directors (the "Board") declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of GCP common stock with par value $0.01 per share and adopted a stockholder rights plan (the “Rights Agreement”). The dividend was distributed in a non-cash transaction on March 25, 2019 to the stockholders of record on that date. Each Right will allow its holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (a “Preferred Share”) for $150 (the “Exercise Price”), once the Rights become exercisable. This portion of a Preferred Share will give the stockholder approximately the same dividend, voting and liquidation rights as would one share of GCP common stock. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights. The fair value of the dividend was not material on March 15, 2019.

The Rights will not be exercisable until 10 days after the public announcement that a person or group has become an “Acquiring Person” (as defined in the Rights Agreement) by obtaining beneficial ownership of 15% or more of the Company’s outstanding shares of common stock (provided, that if a stockholder’s beneficial ownership as of the Company’s announcement of the adoption of the Rights Agreement was at or above 15%, that stockholder’s existing ownership percentage would be grandfathered, but the Rights would become exercisable if at any time after such announcement, the stockholder increases its ownership percentage by 0.001% or more) (the “Distribution Date”). If a person or group becomes an Acquiring Person, all holders of Rights except the Acquiring Person may, for the Exercise Price, purchase shares of the Company’s common stock with a market value of $300, based on the market price of the common stock prior to such acquisition. In addition, after a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the Company’s outstanding shares of common stock, the Board may extinguish the Rights by exchanging one share of common stock or an equivalent security for each Right, other than Rights held by the Acquiring Person. In addition, if the Company is later acquired in a merger or similar transaction after the Distribution Date, all holders of Rights except the Acquiring Person may, for $150, purchase shares of the acquiring corporation with a market value of $300 based on the market price of the acquiring corporation’s stock, prior to such merger. The Rights will expire on March 14, 2020, subject to a possible earlier expiration to the extent provided in the Rights Agreement.

Preferred Stock

On March 15, 2019, GCP authorized 10,000,000 shares of its Preferred Stock with a par value of $0.01 per share as Series A Junior Participating Preferred Stock.

Stockholders' Equity Activity

The following table summarizes the Company’s stockholders' equity activity during the three months ended September 30, 2019 and 2018.



	Common Stock			Treasury Stock
(In millions)	Number of Shares	Par Value		Number of Shares	Cost			Additional Paid-in Capital			Accumulated Earnings		Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Stockholders' Equity
Balance, June 30, 2018	72.4	$	0.7	0.2	$	(4.7	)	$	40.8		$	514.2	$	(104.4	)	$	2.0		$	448.6
Net income	—	—		—	—			—			25.4		—			0.1			25.5
Issuance of common stock in connection with stock plans⁽²⁾	—	—		—	—			—			—		—			—			—
Share-based compensation	—	—		—	—			(0.5		)	—		—			—			(0.5		)
Exercise of stock options	—	—		—	—			0.1			—		—			—			0.1
Share repurchases⁽¹⁾	—	—		—	—			—			—		—			—			—
Other comprehensive loss	—	—		—	—			—			—		(8.9		)	—			(8.9		)
Dividends and other changes in noncontrolling interest	—	—		—	—			—			—		—			(0.1		)	(0.1		)
Balance, September 30, 2018	72.4	$	0.7	0.2	$	(4.7	)	$	40.4		$	539.6	$	(113.3	)	$	2.0		$	464.7
Balance, June 30, 2019	73.0	$	0.7	0.3	$	(8.0	)	$	50.2		$	587.9	$	(120.7	)	$	2.2		$	512.3
Net income	—	—		—	—			—			16.6		—			0.1			16.7
Issuance of common stock in connection with stock plans⁽²⁾	—	—		—	—			—			—		—			—			—
Share-based compensation	—	—		—	—			1.9			—		—			—			1.9
Exercise of stock options	—	—		—	—			0.1			—		—			—			0.1
Share repurchases⁽¹⁾	—	—		—	(0.1		)	—			—		—			—			(0.1		)
Other comprehensive loss	—	—		—	—			—			—		(14.8		)	—			(14.8		)
Balance, September 30, 2019	73.0	$	0.7	0.3	$	(8.1	)	$	52.2		$	604.5	$	(135.5	)	$	2.3		$	516.1

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⁽¹⁾

During the three months ended September 30, 2018, GCP withheld and retained approximately 56 shares of Company common stock in a non-cash transaction with a cost of which was immaterial in connection with fulfilling statutory tax withholding requirements for employees under the provisions of the Company's equity compensation programs. During the three months ended September 30, 2019, GCP withheld and retained approximately 5,200 shares of Company common stock in a non-cash transaction with a cost which was immaterial. During the three months ended September 30, 2018, cash payments for such tax withholding obligations were immaterial.

⁽²⁾

The par value of shares issued is not included in the table due to rounding.