GrafTech International Files 8-K: Agreements, Personnel Changes

Ticker: EAF · Form: 8-K · Filed: Jan 10, 2025 · CIK: 931148

Sentiment: neutral

Topics: material-definitive-agreement, personnel-change, regulation-fd

Related Tickers: GTI

TL;DR

GrafTech's 8-K drops: new deals, exec shake-ups, and financial updates. Watch this space.

AI Summary

GrafTech International Ltd. announced on January 10, 2025, the entry into a material definitive agreement, the departure of directors or certain officers, the election of directors, and the appointment of certain officers. The company also disclosed compensatory arrangements for certain officers and provided a Regulation FD disclosure. This filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions including new agreements and changes in leadership, which could impact the company's strategic direction and operational stability.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes in directors/officers, which can introduce uncertainty and potential strategic shifts.

Key Players & Entities

FAQ

What specific material definitive agreement did GrafTech International Ltd. enter into?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.

Who are the directors or officers that have departed from GrafTech International Ltd.?

The filing states the departure of directors or certain officers, but their names are not specified in the provided text.

Were there any new directors elected or officers appointed at GrafTech International Ltd.?

Yes, the filing mentions the election of directors and the appointment of certain officers.

What is the nature of the compensatory arrangements disclosed for certain officers?

The filing indicates that compensatory arrangements for certain officers are disclosed, but the specific details are not included in the provided text.

What is the purpose of the Regulation FD disclosure mentioned in the filing?

The purpose of the Regulation FD disclosure is to ensure that material non-public information is broadly disseminated to the public, as required by the regulation.

Filing Stats: 1,126 words · 5 min read · ~4 pages · Grade level 11.3 · Accepted 2025-01-10 16:49:16

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 10, 2025 (the "Effective Date"), GrafTech International Ltd. (the "Company") entered into a Cooperation Agreement (the "Cooperation Agreement") with Mr. Nilesh Undavia, who beneficially owns approximately 6.7% of the outstanding common stock, par value $0.01, of the Company (the "Common Stock"). Pursuant to the Cooperation Agreement, the Company has agreed to, among other things, (i) appoint Sachin Shivaram to the Board of Directors of the Company (the "Board"), effective January 10, 2025, as a Class III director whose term will expire at the 2027 annual meeting of stockholders of the Company, (ii) work in good faith with Mr. Undavia to find a mutually agreeable independent candidate to nominate for election to the Board as a Class I director at the 2025 annual meeting of stockholders of the Company (the "New Candidate") and (iii) appoint each of Mr. Shivaram and the New Candidate to at least two committees of the Board. The Cooperation Agreement includes customary standstill restrictions and other provisions that remain in place until January 31, 2027, or until May 31, 2028 (such period, the "Cooperation Period") if certain conditions set forth in the Cooperation Agreement are met. The Cooperation Agreement also provides that Mr. Undavia has agreed to vote his shares of Common Stock in accordance with the Board's recommendations with respect to any proposal presented at each annual or special meeting of stockholders of the Company held during the Cooperation Period. During the Cooperation Period, the Company and Mr. Undavia have agreed to certain mutual non-disparagement provisions. The Cooperation Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Cooperation Agreement herein is qualified in its entirety by reference to Exhibit 10.1. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain O

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 10, 2025, the Company issued a press release announcing its entry into the Cooperation Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference to this Item 7.01 herein. The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. 10.1 Cooperation Agreement, dated as of January 10, 2025, by and between GrafTech International Ltd. and Nilesh Undavia. 99.1 Press Release, dated January 10, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GRAFTECH INTERNATIONAL LTD. Date: January 10, 2025 By: /s/ Rory O'Donnell Rory O'Donnell Chief Financial Officer and Senior Vice President

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