GCP 10-K Annual Report Dec. 31, 2021 | Alphaminr
GCP Applied Technologies Inc.

GCP 10-K Fiscal year ended Dec. 31, 2021

TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 4, Restructuring and Repositioning ExpensesItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1 Separation and Distribution Agreement, dated as of January 27, 2016, by and among W.R. Grace & CO., W.R. Grace & Co. - Conn., and GCP Applied Technologies Inc. 8-K 2.1 1/28/16 2.2 Amended and Restated Stock and Asset Purchase Agreement datedatJune 30, 2017, between GCP Applied Technologies Inc. and Henkel AG & Co. KGaA. 8-K 2.1 7/3/17 2.3 Agreement and Plan of Merger, dated as of December 5, 2021, by and among GCP Applied Technologies Inc., Cyclades Parent, Inc., Cyclades Merger Sub, Inc. and Compagnie de Saint-Gobain S.A. # 8-K 2.1 12/6/21 3.1 Amended and Restated Certificate of Incorporation of GCP Applied Technologies Inc., dated February 3, 2016. 8-K 3.1 2/4/16 3.2 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of GCP Applied Technologies Inc. dated May 3, 2018 8-K 3.1 5/3/18 3.3 Certificate of Designations of Series A Junior Participating Preferred Stock of GCP Applied Technologies Inc. 8-K 3.1 3/15/19 3.4 Amended and Restated Bylaws of GCP Applied Technologies Inc. effectiveatMay 3, 2018. 8-K 3.2 5/3/18 4.1 Indenture, datedatApril 10, 2018, among GCP Applied Technologies Inc., the guarantors party thereto and Wilmington Trust, National Association, as trustee. 8-K 4.1 4/10/18 4.2 Form of 5.500% Note due 2026 (included as Exhibit A to Exhibit 4.1). 8-K 4.2 4/10/18 4.3 Rights Agreement, datedatMarch15, 2019, between GCP Applied Technologies Inc. and Equiniti Trust Company, which includes the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C. 8-K 4.1 3/15/19 4.4 First Amendment to Rights Agreement, datedatMarch 13, 2020, between GCP Applied Technologies Inc. and Equiniti Trust Company 8-K 4.1 3/13/20 4.5 Second Amendment to Rights Agreement, dated as of December 5, 2021, between GCP Applied Technologies Inc. and Equiniti Trust Company. 8-K 4.1 12/6/21 4.6 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. 10-K 4.4 2/27/20 10.1 Tax Sharing Agreement, dated January 27, 2016, by and among W.R. Grace & Co., W.R. Grace & Co. - Conn. and GCP Applied Technologies Inc. 8-K 10.1 1/28/16 10.2 Employee Matters Agreement, dated January 27, 2016, by and among W.R. Grace & Co., W.R. Grace & Co. - Conn. and GCP Applied Technologies Inc. 8-K 10.2 1/28/16 10.3 Transition Services Agreement, dated January 27, 2016, by and between W.R. Grace & Co. - Conn. and GCP Applied Technologies Inc. 8-K 10.3 1/28/16 10.4 Cross-License Agreement, dated January 27, 2016, by and among GCP Applied Technologies Inc., W.R. Grace & Co. - Conn. and Grace GmbH & Co. KG. 8-K 10.4 1/28/16 10.5 Grace Transitional License Agreement, dated January 27, 2016, by and between W.R. Grace & Co. - Conn. and GCP Applied Technologies Inc. 8-K 10.5 1/28/16 10.6 Credit Agreement, dated February 3, 2016, by and among GCP Applied Technologies, Grace Construction Products Limited, Grace NV, the lenders party thereto from time to time and Deutsche Bank AG New York Branch, as the administrative agent. 8-K 10.1 2/4/16 10.7 First Amendment to Credit Agreement, dated August 25, 2016, by and among GCP Applied Technologies, Grace Construction Products Limited, GCP Applied Technologies NV (Formerly Grace NV), the lenders party thereto from time to time and Deutsche Bank AG New York Branch, as the administrative agent. 8-K 10.1 8/25/16 10.8 Second Amendment to Credit Agreement, datedatApril 10, 2018, by and among GCP Applied Technologies Inc., GCP Applied Technologies (UK) Limited, GCP Applied Technologies N.V., the guarantors party thereto, the lenders party thereto and Deutsche Bank AG New York Branch, as administrative agent. 8-K 10.1 4/10/18 10.9 GCP Applied Technologies Inc. 2016 Stock Incentive Plan.* 8-K 10.5 2/4/16 10.10 Severance Plan for Leadership Team Officers of GCP Applied Technologies Inc.* 8-K 10.2 2/4/16 10.11 GCP Applied Technologies Inc. Supplemental Executive Retirement Plan.* 10-K 10.10 3/2/17 10.12 GCP Applied Technologies Inc. Executive Salary Protection Plan.* 8-K 10.3 2/4/16 10.13 Form of GCP Applied Technologies Inc. Change in Control Severance Agreement.* 8-K 10.4 2/4/16 10.14 GCP Applied Technologies Inc. Executive Annual Incentive Compensation Plan.* 10-K 10.11 3/30/16 10.15 Form of 2014 Nonstatutory Stock Option Agreement.* S-8 4.4 1/28/16 10.16 Form of 2015 Nonstatutory Stock Option Agreement.* S-8 4.5 1/28/16 10.17 Form of 2015 Restricted Stock Unit Agreement.* S-8 4.6 1/28/16 10.18 Form of Leadership Grant Nonstatutory Stock Option Agreement.* 8-K 10.2 2/11/16 10.19 Form of Leadership Grant Restricted Stock Unit Agreement.* 8-K 10.1 2/11/16 10.20 Form of GCP Applied Technologies Inc. Restricted Stock Unit Award Agreement.* 10-K 10.17 3/30/16 10.21 Form of GCP Applied Technologies Inc. Stock Option Award Agreement.* 10-K 10.18 3/30/16 10.22 Form of GCP Applied Technologies Inc. Performance-Based Stock Unit Award Agreement.* 10-K 10.19 3/30/16 10.23 GCP Applied Technologies Inc. Equity and Incentive Plan as amended and restated on February 28, 2017* 8-K 10.1 5/5/17 10.24 Form of GCP Applied Technologies Inc. Stock Option Award Agreement.* 10-Q 10.1 5/9/17 10.25 Form of GCP Applied Technologies Inc. Restricted Stock Unit Award Agreement.* 10-Q 10.2 5/9/17 10.26 Form of GCP Applied Technologies Inc. Performance-Based Stock Unit Award Agreement.* 10-Q 10.3 5/9/17 10.27 GCP Applied Technologies 2020 Inducement Plan* S-8 99.1 10/1/20 10.28 Employment Agreement between GCP Applied Technologies Inc. and Simon Bates, datedatSeptember 11, 2020* 8-K 10.1 9/14/20 10.29 Offer Letter between GCP Applied Technologies Inc. and Michael Valente, dated as of January 13, 2021.* 8-K 10.1 1/19/21 10.30 Form of GCP Applied Technologies Inc. Change in Control Agreement for Executive Officers appointed on or after September 18, 2019. 10-K 10.32 2/27/20 10.31 GCP Applied Technologies Inc. Form of Change in Control Severance Agreement for Executive Officers appointed on or after January 18, 2021* Filed herewith 10.32 GCP Applied Technologies Inc. Amended and Restated Equity Incentive Plan* 10-Q 10.4 11/6/20 10.33 Real Estate Purchase and Sale Agreement by and between GCP Applied Technologies Inc. and IQHQ, L.P. with an effective date of July 2, 2020 8-K 10.1 7/8/20 10.34 Lease, by and between GCP Applied Technologies Inc. and IQHQ-Alewife, LLC, with an effective date of July 31, 2020 10-Q 10.2 11/6/20 10.35 Voting and Support Agreement, dated as of December 5, 2021, entered into by Starboard Value LP and certain of its affiliates 8-K 99.1 12/7/21 10.36 Voting and Support Agreement, dated as of December 5, 2021, entered into by certain affiliates of Standard Investments 8-K 99.2 12/7/21 10.37 Letter Agreement between GCP Applied Technologies Inc. and Simon Bates, effective as of December 21, 2021* 8-K 10.1 12/23/21 10.38 Letter Agreement between GCP Applied Technologies Inc. and Craig Merrill, effective as of December 21, 2021* 8-K 10.2 12/23/21 21 List of Subsidiaries of GCP Applied Technologies Inc. Filed herewith 23 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. Filed herewith 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act). Filed herewith 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act. Filed herewith 32 Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith