Undavia Group Files Definitive Proxy Statement and Issues Letter to GrafTech Shareholders
03 Aprile 2024 - 9:51PM
Nilesh Undavia issued the following statement on April
3, 2024:
Dear Fellow GrafTech Shareholders:
As one of the largest shareholders of GrafTech International
Ltd. (NYSE: EAF) (“GrafTech” or the “Company”), the Undavia Group
is seeking your support for the election of Nilesh Undavia at the
Company’s upcoming Annual Meeting of Stockholders, which is
scheduled to be held virtually at 8:00 A.M. Eastern Time on May 9,
2024.
It is our belief that shareholders will benefit immensely from
having a large shareholder on the Board to correct the pattern of
egregious mistakes made by its leadership in the past. These
mistakes include a broad spectrum of poor decisions and failed
oversight:
- Failing to identify and appoint stable executive leadership as
the Company has endured three different CEOs since 2019;
- Failing to create and execute a comprehensive strategy to
repair customer relationships damaged by the imposition and
enforcement of long-term purchase agreements on the customer base
amid the peak pricing environment of 2017-2018;
- Mismanaging environmental risk along with the associated
regulatory compliance and government relations resulting in a
temporary suspension of one of the Company’s primary operating
facilities in Mexico, which significantly impacted production and
sales in 2023;
- Failing to develop a CEO succession plan, which resulted in the
search for a CEO for six months, only to appoint the former CFO as
the CEO in March 2024; and
- Rewarding directors by increasing their pay despite poor
financial and share price performance.
These mistakes have cost the Company significant market share
and diminished its industry leadership, even though GrafTech has
premium assets that should make it a
leader. Shareholders and bondholders have suffered
wanton value destruction: shares are down 90% since the IPO and the
Company’s bonds trade at 64 cents on the dollar. The roots
of the Board’s problems, in our opinion, are its lack of industry
expertise, business savvy, judgement, and share ownership.
Questionable CEO Appointment
Despite the Board’s track record of failure, no example can be
more egregious than its recent attempt to pursue the same failed
strategy by naming the former CFO as the new CEO. On March 26,
2024, the Board announced that Interim CEO Timothy Flanagan had
been formally appointed CEO and President effective immediately. We
are both dismayed and disheartened by the Board’s decision to move
forward with the promotion of a senior executive under whose watch
shareholders have lost so much.
Notably Mr. Flanagan:
- Has no prior CEO experience;
- Has no expertise in customer relationships and business
turnarounds; and
- Has core skills limited to finance and accounting.
Importantly, we question the Board’s judgment in promoting Mr.
Flanagan, considering shareholders have lost so much during his
tenure as the CFO and interim CEO.
Timothy Flanagan’s Time at GrafTech |
TSR |
Full Tenure as CFO (11/29/2021 – 9/27/2023) |
-69.4% |
Full Tenure as Interim CEO (9/27/2023 – 3/26/2024) |
-65.8% |
Full Tenure with GrafTech (11/29/2021 – 3/26/2024) |
-89.5% |
Source: Factset
Increase in Director Compensation Despite Poor
Performance Shockingly, GrafTech continues to reward
directors for destroying value. In 2023, the Board raised annual
director fees from $150,000 to $200,000 (page 16 of 2023 Proxy
Statement) as the company was losing market share and facing
collapsing profits. The subsequent layoffs announced this year
cannot be positive for employee morale.
The Choice is Clear
At the upcoming shareholder meeting, shareholders have a clear
choice: support a Board and management team that has destroyed
tremendous shareholder value or add a director with deep industry
knowledge and significant ownership.
Mr. Undavia has invested significant capital in buying GrafTech
shares, representing approximately 5.9% of the Company’s
outstanding shares. In comparison, Mr. Anthony Taccone, GrafTech’s
nominee, owns only 8,750 shares. According to GrafTech’s 2024 proxy
statement, Mr. Taccone’s total ownership interest is 106,219 shares
largely consists of unvested stock units including 73,498 DSUs, and
23,971 DRSUs (as of March 13, 2024).
Mr. Taccone’s lack of ownership interest in GrafTech is
surprising given his significant director compensation over the
past five years. Since the IPO in 2018, Mr. Taccone has received
over $900,000 in director compensation yet his direct ownership
remains at roughly the same level as in 2018.
Mr. Taccone has not only overseen massive shareholder
value destruction, but his lack of meaningful ownership suggests he
has little faith in the Company’s strategy.
Conclusion
If elected, Mr. Undavia will add a much-needed independent
voice; deep industry expertise; large, vested interest; and the
perspective of a long-term shareholder to the Board.
Like you, we invested in GrafTech because we believe it has
great assets and enormous potential. We believe that with proper
Board oversight, informed by a shareholder perspective, GrafTech
could again become the industry’s supplier of choice and a true
market leader.
We need your support to hold the Board and management
accountable and unlock value for ALL shareholders.
Vote for change by voting on the Blue Proxy Card for Nilesh
Undavia.
/ s / Nilesh Undavia
Nilesh Undavia
Additional Information and Where to Find ItThe
Undavia Group (Nilesh Undavia and certain family trusts) have filed
with the SEC a definitive proxy statement on Schedule 14A (the
“Proxy Statement”), containing a form of BLUE proxy card, with
respect to its solicitation of proxies for the Annual
Meeting. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) FILED BY THE UNDAVIA GROUP AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ANY
SOLICITATION. Investors and security holders may
obtain copies of these documents and other documents filed with the
SEC by the Undavia Group free of charge through the website
maintained by the SEC at www.sec.gov. Copies of the documents
filed by the Undavia Group are available free of charge by
accessing the website at https://www.icomproxy.com/EAF.
Mr. Undavia and certain family trusts are participants in the
solicitation of proxies in favor of Mr. Undavia’s nomination for
the Board of Directors at the Company’s Annual Meeting. The
identity and direct or indirect interests (by security holdings or
otherwise), and other information relating to the participants is
available in their Proxy Statement, which was filed with the SEC on
April 2, 2024, at page 13 and page 22 (summarizing holdings of
15,318,517 shares). That information is available free of charge at
the SEC’s website at www.sec.gov and at
https://www.icomproxy.com/EAF.
Contact:
Nilesh Undavia(617) 763-8191
InvestorCom LLC19 Old Kings Highway S. – Suite 130Darien, CT
06820Toll Free (877) 972-0090Banks and Brokers call collect (203)
972-9300proxy@investor-com.com
Grafico Azioni GrafTech (NYSE:EAF)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni GrafTech (NYSE:EAF)
Storico
Da Nov 2023 a Nov 2024