Clay Kiefaber and Marran Ogilvie to Join the
Board of Directors as Independent Directors
GCP Applied Technologies Inc. (NYSE: GCP) (“GCP” or the “Company”),
a leading global provider of construction products technologies,
today announced that it has reached an agreement with Starboard
Value (together with its affiliates, “Starboard”), which owns
approximately 4.4% of the outstanding shares of the Company’s
common stock.
As part of the Company’s ongoing process of board refreshment,
and following collaborative discussions between GCP and Starboard,
Clay Kiefaber and Marran Ogilvie have been appointed to the GCP
Board as independent directors effective immediately. Mr. Kiefaber
and Ms. Ogilvie will also be included in GCP’s slate of directors
standing for election at the 2019 Annual Meeting of Stockholders
which is scheduled to be held on May 2, 2019. With these
appointments, four independent directors have been appointed to the
GCP Board in the last two years, demonstrating the Company’s strong
commitment to refreshment and sound corporate governance.
Pursuant to the terms of the agreement, Starboard has agreed to
withdraw its slate of alternate nominees and vote all of its shares
in support of GCP’s slate of directors at the Company’s 2019 Annual
Meeting. Starboard has also agreed to certain standstill, voting,
and other provisions with GCP.
“We are excited to bring Clay and Marran onto the Board as
independent directors,” said Ronald C. Cambre, Chairman of the GCP
Board of Directors. “Both Clay and Marran bring strategic expertise
in operational management, financial leadership, and public board
service that complements the experience of our incumbent directors.
We look forward to their contributions to the Board as we continue
to work alongside management to enhance our business, explore value
creating opportunities and deliver shareholder value.”
Peter Feld, Managing Member of Starboard, said, “We are pleased
to have reached this constructive agreement with GCP and look
forward to continuing our productive dialogue. We support the
Company’s recent announcements to drive operating performance and
to explore strategic alternatives. We are confident that Clay and
Marran will provide positive contributions to these initiatives and
to the Board.”
With the addition of Mr. Kiefaber and Ms. Ogilvie, the Board
will expand to 11 directors. As previously disclosed, at the
conclusion of the Annual Meeting the Board size will decrease to 10
members.
The full agreement between GCP and Starboard will be filed on a
Form 8-K with the U.S. Securities and Exchange Commission.
Advisors
Evercore is serving as GCP’s financial advisor and Wachtell,
Lipton, Rosen & Katz is serving as legal advisor.
ABOUT CLAY KIEFABERClay H. Kiefaber, 63, most
recently served as Special Assistant to the Secretary of Commerce:
Finance and Budget. Prior to that, he served as Interim CEO and on
the Board of Directors for Premier Fixtures, a manufacturer that
provides retail fixture solutions. Previously, Mr. Kiefaber served
in various executive leadership roles at Colfax Corporation (NYSE:
CFX), most recently as President & CEO of ESAB, in addition to
serving on the Colfax Board of Directors. Prior to Colfax, Mr.
Kiefaber worked at Masco Corporation. He also worked as a Senior
Manager for Price Waterhouse and as a Corporate Manager and
Materials Manager for Harris Corporation. Earlier in his career, he
worked in sales at Digital Equipment Corporation and
Hewlett-Packard. Mr. Kiefaber received his Bachelor’s degree from
Miami of Ohio and his MBA from the University of Colorado –
Boulder.
ABOUT MARRAN OGILVIE Marran H. Ogilvie, 50,
currently serves on the Boards of Directors of Evolution Petroleum
Corporation (NYSE:EPM), Ferro Corporation (NYSE:FOE), Four Corners
Property Trust, Inc. (NYSE:FCPT) and Bemis Company, Inc. (NYSE:
BMS). Previously, Ms. Ogilvie served as an Advisor to the Creditors
Committee for the Lehman Brothers International (Europe)
Administration (the “Creditors Committee”) and has also served as a
Representative of a Member of the Creditors Committee. Earlier in
her career, Ms. Ogilvie was a member of Ramius, LLC, an alternative
investment management firm, where she served in various capacities
prior to the firm’s merger with Cowen Group, Inc. (“Cowen Group”),
including as Chief Operating Officer and General Counsel and Chief
Compliance Officer. Following the merger, Ms. Ogilvie was Chief of
Staff at Cowen Group. Ms. Ogilvie received a Bachelor’s degree from
the University of Oklahoma and a Juris Doctorate from St. John’s
University School of Law.
ABOUT GCP APPLIED TECHNOLOGIESGCP 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.
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 shareholders.
Cautionary Statements Regarding Forward-Looking
InformationThis release 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,” “suggests,”
“anticipates,” “outlook,” “continues,” or similar expressions.
Forward-looking statements include, without limitation, statements
about the review of strategic alternatives and statements about the
expected financial positions; results of operations; cash flows;
financing plans; business strategy; operating plans; capital and
other expenditures; competitive positions; growth opportunities for
existing products; benefits from new technology and cost reduction
initiatives, plans and objectives; and markets for securities. Like
other businesses, GCP is subject to risks and uncertainties that
could cause its actual results to differ materially from its
projections or that could cause other forward-looking statements to
prove incorrect. Factors that could cause actual results to
materially differ from those contained in the forward-looking
statements, or that could cause other forward-looking statements to
prove incorrect, include, 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; the effectiveness of GCP’s research and development,
new product introductions and growth investments; acquisitions and
divestitures of assets and gains and losses from dispositions;
developments affecting GCP’s outstanding liquidity and
indebtedness, including debt covenants and interest rate exposure;
developments affecting GCP’s funded and unfunded pension
obligations; warranty and product liability claims; legal
proceedings; the inability to establish or maintain certain
business relationships and relationships with customers and
suppliers or the inability to retain key personnel; and the
handling of hazardous materials and the costs of compliance with
environmental regulation. These and other factors are identified
and described in more detail in filings made by GCP with the
Securities and Exchange Commission, including Annual Reports on For
10-K and Quarterly Reports on Form 10-Q. Readers are cautioned not
to place undue reliance on GCP’s forward-looking statements, which
speak only as the date thereof. GCP is under no obligation to, and
expressly disclaims any such obligation to, update or alter
forward-looking statements, whether as a result of new information,
future events, or otherwise.
Contacts
Joseph DeCristofaroT +1 617.498.2616investors@gcpat.com
or
Matthew Sherman / Andrew SquireJoele Frank, Wilkinson Brimmer
Katcher212-355-4449
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