GrafTech Files Additional Proxy Materials

TL;DR

GrafTech dropped more proxy docs, check 'em before the meeting.

AI Summary

GrafTech International Ltd. filed a Definitive Additional Materials proxy statement on April 18, 2024. This filing is an amendment to previous proxy materials and is related to the company's annual meeting. The filing does not contain specific financial figures or proposals but serves as supplementary information for shareholders.

Why It Matters

This filing provides shareholders with updated or supplementary information regarding the upcoming annual meeting, ensuring they have the most current details for voting.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement amendment and does not contain new financial information or significant corporate actions that would typically pose a risk.

Key Players & Entities

• GRAFTECH INTERNATIONAL LTD (company) — Registrant
• UCAR INTERNATIONAL INC (company) — Former company name
• 20240418 (date) — Filing date

FAQ

Filing Documents

• a2024proxymaterials41724.htm (DEFA14A) — 34KB
• image_01a.jpg (GRAPHIC) — 83KB
• image_0a.jpg (GRAPHIC) — 28KB
• 0000931148-24-000055.txt ( ) — 187KB

From the Filing

Document 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 the appropriate box) 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. GrafTech Publishes Investor Presentation Related to the 2024 Annual Meeting of Stockholders GrafTech Issues Statement in Response to Comments from Dissident Stockholder GrafTech Urges Stockholders to Vote "FOR" the Board-Recommended Nominees Using WHITE Proxy Card BROOKLYN HEIGHTS, Ohio – April 18, 2024 – GrafTech International Ltd. (NYSE EAF) ("GrafTech," the "Company," "we," or "our") today announced that on April 17, 2024, it filed additional proxy materials 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. The Company's filing contains a presentation to its stockholders from GrafTech's Board of Directors (the "Board") which, among other matters, responds to comments about the Company and Board made by Nilesh Undavia, a private investor who has nominated himself for election to the Board. The presentation elaborates on the following points, among others The Board's culture is one that is eager and open to hearing stockholder views and to adding new voices to the Board. However, after an exhaustive and open-minded vetting of Mr. Undavia's candidacy, the Board concluded Mr. Undavia's skillsets are not additive to the Board. GrafTech has a newly constituted Board and is focused on delivering value for all stockholders. The Board is experienced, highly engaged, refreshed and majority independent. GrafTech's Board and management team have taken decisive action in response to the industry-wide cyclical downturn. In contrast, Mr. Undavia has not provided any new or differentiated views with respect to GrafTech's strategy. The Board has nominated two highly experienced, independent and qualified nominees (Mr. Anthony R. Taccone and Ms. Debra Fine), consistent with the Board's objective to have a diversity of complementary skills and opinions. Mr. Taccone brings over 35 years of deep knowledge of the global steel industry, with an intimate understanding of our customers. Ms. Fine brings over 30 years of deep knowledge of capital markets, including over two decades of investing in the steel industry, and has over 20 years of executive leadership experience as a chief executive officer. In summary, the Board does not endorse Mr. Undavia's candidacy and urges you to vote "FOR" the nominees recommended by the Board using the WHITE proxy card. The Board further urges you to DISCARD all blue proxy cards and materials sent to you by Mr. Undavia. The Board encourages all stockholders to review its presentation, which is available here . About GrafTech GrafTech International Ltd. is a leading manufacturer of high-quality graphite electrode products essential to the production of electric arc furnace steel and other ferrous and non-ferrous metals. The Company has a competitive portfolio of low-cost, ultra-high power graphite electrode manufacturing facilities, with some of the highest capacity facilities in the world. We are the only large-scale graphite electrode producer that is substantially vertically integrated into petroleum needle coke, our key raw material for graphite electrode manufacturing. This unique position provides us with competitive advantages in product quality and cost. Cautionary Note Regarding ForwardLooking Statements This may contain forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current views with respect to, among other things, financial projections, plans and objectives of management for future operations, and future economic performance. Examples of forward-looking statements include, among others, statements we make regarding future estimated volume, pricing and revenue, anticipated levels of capital expenditures and cost of goods sold, and guidance relating to adjusted EBITDA and free cash flow. You can identify these forward-looking statements by the use of forward-looking words such as "will," "may," "plan," "estimate," "project," "believe,"

View Full Filing

View this DEFA14A filing on SEC EDGAR