Starboard Value walked away from GCP Applied Technologies’ annual meeting with eight out of 10 board seats on Thursday, after its first proxy contest to go to a vote since 2014.
Peter Feld, one of the new board members and the leader of Starboard’s campaign, struck a magnanimous tone in victory. “The new board wishes the departing directors well, and we thank them and their advisors for ensuring a smooth and seamless transition process that will allow us to immediately focus on the priorities at hand,” he said in a statement. “The new board is incredibly excited to work with GCP’s dedicated and talented employee base to continue driving improved results and profitable growth.”
GCP’s CEO, Randy Dearth, paid tribute to the company’s employees.
“I am incredibly proud of our employees for their commitment to, and focus on, operating safely and serving our customers and for their unwavering support during this year’s annual meeting process,” he said. “It is thanks to their efforts over the last year that GCP is positioned for success and value creation, with significant recent performance improvement and positive business momentum entering the COVID-19 crisis.”
A shareholder rights plan, supported by Starboard, was also approved at the meeting.
The activist investor won all of the seats it sought, an outcome that had come to be expected in light of support from Institutional Shareholder Services (ISS) and the company’s largest shareholder, 40 North Management. Together, Starboard and 40 North owned one-third of the shares.
GCP had settled a proxy contest with Starboard last year but refused to submit to its demands for a majority of board, setting Starboard up for its first contested vote since it swept the board of Darden Restaurants in October 2014.
Earlier in the week, the New York-based firm settled for three board seats with Merit Medical Systems. The activist is also seeking seats at Mednax and Commvault Systems, according to Activist Insight Online.