GrafTech Files Definitive Additional Proxy Materials

TL;DR

GrafTech just dropped more proxy docs for shareholders. Vote wisely.

AI Summary

GrafTech International Ltd. is filing additional materials related to its proxy statement. The filing is a definitive additional material, indicating it's part of the final proxy materials sent to shareholders. The company, previously known as UCAR International Inc., is based in Brooklyn Heights, Ohio, and operates in the electrical industrial apparatus sector.

Why It Matters

This filing provides shareholders with the final set of documents needed to understand and vote on matters presented at the company's shareholder meeting, ensuring transparency and informed decision-making.

Risk Assessment

Risk Level: low — This filing is a routine administrative submission of proxy materials and does not contain new financial information or strategic decisions that would inherently increase risk.

Key Players & Entities

• GRAFTECH INTERNATIONAL LTD (company) — Registrant
• UCAR INTERNATIONAL INC (company) — Former company name
• Brooklyn Heights, OH (location) — Company headquarters

FAQ

Filing Documents

• a2024proxymaterials42924.htm (DEFA14A) — 32KB
• image_0.jpg (GRAPHIC) — 28KB
• 0000931148-24-000069.txt ( ) — 71KB

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. Leading Proxy Advisor ISS Recommends GrafTech Stockholders Vote "FOR" Board-Recommended Director Nominees ISS Recommends GrafTech Stockholders Vote "FOR" Board-Recommended Nominees of Ms. Debra Fine and Mr. Anthony Taccone Using WHITE Proxy Card ISS Recommends GrafTech Stockholders Vote "WITHHOLD" on Dissident Nominee BROOKLYN HEIGHTS, Ohio – April 29, 2024 – GrafTech International Ltd. (NYSE EAF) ("GrafTech," the "Company," "we," or "our") today announced that leading proxy advisory firm Institutional Shareholder Services (ISS) has recommended that GrafTech stockholders vote "FOR" the nominees recommended by GrafTech's Board of Directors (the "Board"), Ms. Debra Fine and Mr. Anthony Taccone, using the WHITE proxy card. ISS further recommends that GrafTech stockholders vote "WITHHOLD" on dissident nominee, Mr. Nilesh Undavia, and should NOT vote using the blue proxy card sent by Mr. Undavia. GrafTech's 2024 Annual Meeting of Stockholders (the "Annual Meeting") is to be held on May 9, 2024. In a report sent to its clients on April 26, 2024, ISS stated the following "On its part, the board appears to be fully cognizant of all of the issues facing the company, and to be taking appropriate action to address them." "In its dealings with the dissident, the board has raised what appear to be legitimate concerns with the dissident's candor, especially in completing the director questionnaire, and the board's questions about whether the dissident is in a position to exercise the duty of care required of a director do not seem unfounded." "Nonetheless, the board is engaged in addressing the company's problems, and additional change at the board level does not appear to be needed at this time. As such, votes for management nominees Fine and Taccone are warranted on the management (WHITE) card." The recommendation of ISS is independent recognition that GrafTech's newly refreshed Board is focused on delivering value for all stockholders. The Board is experienced, highly engaged and majority independent. Further, the Board and management team have taken decisive action in response to the industry-wide cyclical downturn, and GrafTech is successfully executing its strategic initiatives. The Board has nominated two highly experienced, independent and qualified nominees (Ms. Fine and Mr. Taccone), consistent with the Board's objective to have a diversity of complementary skills and opinions. 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. Mr. Taccone brings over 35 years of deep knowledge of the global steel industry, with an intimate understanding of our customers. GrafTech reminds stockholders that every vote is important and encourages its stockholders to review the GrafTech proxy solicitation materials carefully and use the WHITE proxy card to vote today only "FOR" the nominees recommended by the Board, Ms. Fine and Mr. Taccone. The Board also urges GrafTech stockholders to DISCARD all blue proxy cards and materials sent by Mr. Undavia. Further, stockholders should NOT sign, return or vote any blue proxy card sent by Mr. Undavia. Only the latest validly executed proxy card will count at the Annual Meeting. Stockholders who have any questions or need assistance voting may contact GrafTech's proxy solicitation firm, Mackenzie Partners, Inc. They can be reached toll-free at 800-322-2885 from the U.S. or Canada or +1-212-929-5500 from other countries. 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 ne

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