GrafTech Issues Proxy Statement & Board Letter

TL;DR

GrafTech board sent out a proxy statement and an open letter to shareholders.

AI Summary

GrafTech International Ltd. filed a Definitive Additional Materials (DEFA14A) proxy statement on April 2, 2024. The filing includes an open letter from GrafTech's Board of Directors. Specific details regarding the content of the open letter or any proposed actions are not provided in this initial filing information.

Why It Matters

This filing indicates important communications from GrafTech's Board of Directors to shareholders, potentially related to corporate governance or strategic decisions.

Risk Assessment

Risk Level: low — The filing is a standard proxy statement and additional materials, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

• GRAFTECH INTERNATIONAL LTD (company) — Registrant
• 982 KEYNOTE CIRCLE (location) — Business and Mail Address
• BROOKLYN HEIGHTS (location) — City for Business and Mail Address
• OH (location) — State for Business and Mail Address
• 44131 (location) — ZIP Code for Business and Mail Address
• 2166762000 (phone_number) — Business Phone Number
• UCAR INTERNATIONAL INC (company) — Former Company Name
• 19941011 (date) — Date of Name Change
• 20240402 (date) — Filing Date

FAQ

Key Financial Figures

• $100 million — apital levels, resulting in a more than $100 million reduction in inventory levels and posit
• $15 million — . Marys facility, expecting to generate $15 million in annualized fixed cost savings. Red
• $10 million — erhead structure, expecting to generate $10 million in selling and administrative expense s

Filing Documents

• d759368ddefa14a.htm (DEFA14A) — 52KB
• g759368g0402004232767.jpg (GRAPHIC) — 4KB
• 0001193125-24-084080.txt ( ) — 59KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). Definitive Proxy Statement. Definitive Additional Materials. Soliciting Material Pursuant to 240.14a-12. GRAFTECH INTERNATIONAL LTD. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. GrafTechs Board of Directors Issues Open Letter to Stockholders GrafTech Files Definitive Proxy Materials for 2024 Annual Meetings of Stockholders GrafTech Stockholders Urged to Vote FOR the Board-Recommended Nominees Using WHITE Proxy Card BROOKLYN HEIGHTS, Ohio April 2, 2024 GrafTech International Ltd. (NYSE: EAF) (GrafTech, the Company, we, or our) today announced that it has filed its definitive proxy statement and WHITE proxy card with the Securities and Exchange Commission (the SEC) with respect to its 2024 Annual Meeting of Stockholders (the Annual Meeting) to be held on May 9, 2024. Stockholders of record as of the close of business on March 13, 2024 will be entitled to vote at the Annual Meeting. GrafTechs Board of Directors (the Board) also issued a letter to the Companys stockholders in connection with the filing. The full text of the letter follows. April 2, 2024 Dear Fellow GrafTech Stockholders, In advance of the upcoming Annual Meeting, you have an important decision to make regarding the composition of the Companys Board that could impact the future of the Company and the value of your investment. Nilesh Undavia, a private investor, has nominated himself for election to the Board. The Board does not endorse his candidacy and urges you to vote FOR the nominees recommended by the Board (Ms. Debra Fine and Mr. Anthony R. Taccone) using the WHITE proxy card. The Board further urges you to DISCARD all blue proxy cards and materials sent to you by Mr. Undavia. Your Board and the management team have taken decisive action in response to the cyclical downturn that pressured the price of your shares. We operate in a highly cyclical industry and find ourselves in the challenging part of the cycle, both for our industry and for our business. The Company has been transparent in acknowledging that results have fallen short of expectations, as well as the underlying drivers and the actions we are taking in response. Under the Boards direction following its careful strategic review of potential footprint rationalization and capital spending alternatives, the management team is executing a set of initiatives that will enable GrafTech to navigate the current headwinds and preserve our ability to capitalize on long-term growth opportunities when the inevitable market recovery occurs. Notably, in 2023, we took actions to: Actively manage production levels, commensurate with customer demand. Reduce costs, resulting in a 10% decline in our period costs. Manage working capital levels, resulting in a more than $100 million reduction in inventory levels and positive free cash flow for the year. Proactively refinance our term loan due in February 2025, thereby extending our remaining debt maturities to December 2028. 1 | Page As market weakness continued, in February 2024, we announced further measures to optimize our manufacturing footprint and reduce costs that include: Indefinitely suspending most production activities at our St. Marys facility, expecting to generate $15 million in annualized fixed cost savings. Reducing our overhead structure, expecting to generate $10 million in selling and administrative expense savings. Indefinitely idling certain other production assets, resulting in a proactive 12% reduction in our production capacity in response to weak market conditions. Operating our remaining facilities at reduced levels to further manage working capital levels. Reducing our anticipated 2024 capital expenditures by more than 25% compared to 2023. The management team, with Board oversight, has been swift and effective in implementing these plans. While our competitors in the graphite electrode industry have also acknowledged near-term industry-wide headwinds, we were the first and, thus far, only industry participant to announce such definitive actions. This demonstrates our leadership position in the graphite electrode industry and the Boards commitment to taking decisive actions in response to a challenging demand environment. We recently announced that we have appoi

View Full Filing

View this DEFA14A filing on SEC EDGAR