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
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 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 Forward-Looking 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,” “anticipate,” “expect,” “foresee,” “intend,”
“should,” “would,” “could,” “target,” “goal,” “continue to,”
“positioned to,” “are confident,” or the negative versions of those
words or other comparable words. Any forward-looking statements
contained in this press release are based upon our historical
performance and on our current plans, estimates and expectations
considering information currently available to us. The inclusion of
this forward-looking information should not be regarded as a
representation by us that the future plans, estimates, or
expectations contemplated by us will be achieved. Our expectations
and targets are not predictions of actual performance and
historically our performance has deviated, often significantly,
from our expectations and targets. These forward-looking statements
are subject to various risks and uncertainties and assumptions
relating to our operations, financial results, financial condition,
business, prospects, growth strategy and liquidity. Accordingly,
there are or will be important factors that could cause our actual
results to differ materially from those indicated in these
statements. We believe that these factors include, but are not
limited to, the outcome of our proxy contest.
Additional factors are described in the “Cautionary Note
Regarding Forward-Looking Statements” and “Risk Factors” sections
in reports and statements filed by the Company with the SEC. The
forward-looking statements made in this press release relate only
to events as of the date on which the statements are made. Except
as required by law, we do not undertake any obligation to publicly
update or review any forward-looking statement, whether as a result
of new information, future developments or otherwise.
Additional Information and Where to Find It
The Company has filed with the SEC a definitive proxy statement
on Schedule 14A (the “Proxy Statement”), containing a form of WHITE
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 COMPANY 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 Company free of charge through the website maintained by
the SEC at www.sec.gov. Copies of the documents filed by the
Company are also available free of charge by accessing the
Company’s website at http://ir.graftech.com.
Participants
GrafTech, its directors, including its director nominees, and
certain of its executive officers and employees are participants in
the solicitation of proxies with respect to the solicitation by the
Company in connection with the Annual Meeting. The identity, their
direct or indirect interests (by security holdings or otherwise),
and other information relating to the participants is available in
the Proxy Statement filed with the SEC on April 2, 2024, in the
section entitled “Security Ownership of Certain Beneficial Owners
and Management” (on page 28 and available here) and Appendix B (on
page B-1 and available here). These documents are or will be
available free of charge at the SEC’s website at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240428104393/en/
Stockholders and Media: MacKenzie Partners, Inc.
800-322-2885 (toll-free from the U.S. or Canada) +1-212-929-5500
(from other countries) proxy@mackenziepartners.com
Investor Relations: Michael Dillon GrafTech 216-676-2000
investor.relations@graftech.com
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