SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

April 6, 2020

Via Email

Viktor Sapezhnikov , Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019

 Re: GCP Applied Technologies  Inc.
Preliminary Proxy Statement on Schedule 14A
  Filed on April 3 , 2020
File No. 001-37533

Dear Mr. Sapezhnikov :

We have reviewed the filing  above and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to thi s letter by amending the filing  or by providing the requested
information.   If you do not believe our comments apply t o the participants’ facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After review ing any amendment to the filing  and the information you provide in response
to this comment, we may have additional  comments.  All defined terms used in this letter have
the same meaning as in the above filing  unless otherwise indicated.

Preliminary Proxy Statement

General

1. The preliminary proxy statement was filed using the EDGAR tag “PRE  14A” rather than
the requir ed tag “PREC14A,” which tag indicates  that t he materials relate to a contested
election of directors.  Please file the amended proxy statement with the PREC14A
EDGAR tag and ensure that any subsequent proxy statement filings are properly
designated.

Viktor Sapezhnikov , Esq.
Wachtell, Lipton, Rosen & Katz
April 6, 2020
Page | 2

 2. We note your statements throughout the proxy materials that “[y] ou will NOT help elect
the Board’s nominees if you sign and return white proxy cards sent  by Starboard even if
you vote to ‘withhold’  your vote with respect to Starboard’s nominees using the white
proxy card. ”  Please qualify these statements to reflect the fact that Clay H. Kiefaber is
included amongst both Starboard’s and your nominees.

Proposal One – Election of Directors, pages 18 -24

3. Please confirm in response letter that in the event you select  a substitute nominee  prior to
the Annual M eeting  (as provided on page 18) , you will file an amended proxy statement
that (1) identifies the subst itute nominee, (2) discloses whether the nominee has
consented to being named in the revised proxy st atement and to serve if elected  and (3)
includes disclosure required by Items 5(b) and 7 of Schedule 14A with respect to the
nominee.

Corporate Governance , pages 25 -29

4. We note the disclosure on page 25 indicating that the Board decided not to re -nominate
Marran H. Ogilvie for election at the Annual Meeting .  In this section (or in the
appropriate alternative section of the proxy statement), please suppleme nt your disclosure
to clarify the basis on which the Board decided not to re -nominate Ms. Ogilvie.

Questions and Answers About the Annual Meeting and the Voting Process, pages 78 -88

5. We note the  following disclosure on page 83 : “If your broker, bank or other nominee
forwards Starboard’s proxy materials to you, it may only be able to vote your shares with
respect to the propo sals at the Annual Meeting if you have instructed them on how to
vote. ”  Please advise us of the legal basis upon which you have  relied to conclude that
persons other than brokers, such as banks  and other nominees , may be ineligible to vote
shares in the a bsence of instructions timely transmitted by beneficial owners.
Alternatively, please revise to remove the implication that banks and other nominees  are
the equivalent of brokers and thus might not vote absent instructions from beneficial
owners.  See Item  21(b) of Schedule 14A.

6. We note the following disclosure on page 86: “ Abstentions and broker non -votes (as
described above) will be counted in determining the quorum. ”  We further note, however,
that the dis closure on page 20 indicates that “[b]roker non-votes will not be counted as
present and are not entitled to vote on the election of directors. ”  Please revise to remove
any inconsistency with respect to  the effect of broker non -votes for purposes of
deter mining whether a quorum is present at the Annual Meeting.

Form of Proxy

7. Please revise the disclosure regarding the intended use of the discretionary authority

Viktor Sapezhnikov , Esq.
Wachtell, Lipton, Rosen & Katz
April 6, 2020
Page | 3

 available under Rule 14a -4(c)(1) so it conforms to the disclosure standard codified in that
provision.  At present, the disclosure suggests the right to use discretionary authority is
absolute inasmuch as it can unconditionally be exercised “ on such other matters as may
properly  come before the meeting . . . . ”

* * *

 We remind you that the registrant and its management  are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 Please direct any questions to Valian Afshar, Special Counsel, at (202) 551 -8729, or me,
at (202) 551 -3444 .

Sincerely,

        /s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and  Acquisitions

cc:  Adam O. Emmerich, Esq.
Gregory E. Ostling, Esq.
Wachtell, Lipton, Rosen & Katz