GRAFTECH INTERNATIONAL LTD
For the period ended May 7, 2026. Filed Mar 27, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2026 · Filed Mar 27, 2026
Contents
Cover page
Show cover page
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 Registrantx Filed by a Party other than the Registranto
Check the appropriate box:
| o | Preliminary Proxy Statement. |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). |
| x | Definitive Proxy Statement. |
| o | Definitive Additional Materials. |
| o | 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):
| x | No fee required. |
|---|---|
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
March 27, 2026
Dear Stockholders:
We are pleased to invite you to the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of GrafTech International Ltd. The Annual Meeting will be held on Thursday, May 7, 2026, at 8:00 a.m. Eastern Time. The Board of Directors has determined the Annual Meeting will be held in a virtual format via the Internet again this year.
We use the Internet as our primary means of furnishing proxy materials to our stockholders, including the Notice of Annual Meeting of Stockholders, proxy statement (the “Proxy Statement”) and proxy card (collectively, the “Proxy Materials”). Details about the business to be conducted at the Annual Meeting can be found in the Notice of Annual Meeting of Stockholders and the Proxy Statement. Your vote is important. The Annual Meeting will be held in a virtual format only. Regardless of whether you plan to attend the virtual Annual Meeting, we urge you to vote your shares as soon as possible. We are mailing you a Notice of Internet Availability of Proxy Materials containing instructions on how to access the Proxy Materials and vote your shares. Additional information about voting your shares is included in the Proxy Statement.
On behalf of the Board of Directors, thank you for your continued interest and support.
Sincerely,
| Henry R. Keizer | Timothy K. Flanagan |
|---|---|
| Director and Chairman of the Board | Director, Chief Executive Officer and President |
Notice of Annual Meeting of Stockholders
| Date: | May 7, 2026 | At the Annual Meeting, you will be asked to: | |
|---|---|---|---|
| Time: | 8:00 a.m. Eastern Time | Proposal 1 | Elect two directors for a three-year term or until their successors are elected and qualified; |
| VirtualMeeting Website: | meetnow.global/MY4U2XV | Proposal 2 | Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026; |
| RecordDate: | March 9, 2026 | Proposal 3 | Approve, on an advisory basis, our named executive officer compensation; and |
| Transact such other business as may properly come before the meeting or any adjournments or postponements thereof. | |||
The proxy is solicited on behalf of the Board of Directors (the “Board”) of GrafTech International Ltd. (“GrafTech,” “we,” “our” or the “Company”) for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 7, 2026, at 8:00 a.m. Eastern Time, or at any adjournment or postponement thereof, for the purposes set forth herein. The Board has determined that the Annual Meeting will be held in a virtual format via the Internet again this year.
HOW YOU MAY VOTE
The Notice of Internet Availability of Proxy Materials contains instructions on how to access the proxy statement(the “Proxy Statement”) and proxy card (collectively, the “Proxy Materials”), and how to vote your shares. You may vote if you were a stockholder of record at the close of business on March 9, 2026 (the “Record Date”). To ensure that your shares are represented at the Annual Meeting, please vote as soon as possible by one of the following methods:
| • | By Internet. | • | By Mail. |
|---|---|---|---|
| • | By Telephone. | • | Online, during the virtual Annual Meeting. |
For more detailed information on voting, please see “How do I cast a vote?” in the “Questions & Answers” section beginning on page 68 of the accompanying Proxy Statement.
Whether or not you expect to attend the virtual Annual Meeting, please vote as soon as possible to ensure representation of your shares at the Annual Meeting. You may vote your shares over the Internet, by telephone or by mail (as applicable) by following the instructions on the proxy card or voting instruction form. The Notice of Internet Availability of Proxy Materials provides information on how stockholders can obtain paper copies of the Proxy Materials, including a proxy card or voting instruction card, as applicable, if they so choose. More information about registering for and attending the virtual Annual Meeting is included in the “Questions & Answers” section of the accompanying Proxy Statement. Except as otherwise noted, the information herein and in the accompanying Proxy Statement is as of March 25, 2026, the date we commenced printing. We made the Proxy Materials available to our stockholderson March 27, 2026.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 7, 2026: The Company’s Notice of the Annual Meeting of Stockholders, Proxy Statement, and 2025 Annual Report to Stockholders are available at: www.envisionreports.com/EAF.
By order of the Board of Directors,
Andrew J. Renacci
Chief Legal Officer & Corporate Secretary
GrafTech International Ltd.982 Keynote CircleBrooklyn Heights, OH 44131
Proxy Statement Guide
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| 2026 Annual Meeting of Stockholders Information | 1 |
| Proposals To Be Voted on and Board Recommendations | 1 |
| 2025 Business Summary | 1 |
| Financial and Operating Performance | 1 |
| Key Operating Metrics | 2 |
| Strengthening Our Capital Structure and Liquidity | 3 |
| Sustainability and Governance | 4 |
| Our Director Nominees | 5 |
| Our Returning Directors | 6 |
| Board of Directors Snapshot | 7 |
| Corporate Governance | 8 |
| Executive Compensation | 9 |
| CORPORATE GOVERNANCE | 10 |
| General | 10 |
| Availability of Corporate Governance Materials | 10 |
| Board of Directors | 10 |
| Leadership Structure | 10 |
| Director Independence | 11 |
| Committees of the Board of Directors | 11 |
| Compensation Committee Interlocks and Insider Participation | 13 |
| Code of Conduct and Ethics | 13 |
| Board Meetings | 14 |
| Director Skills and Qualifications Criteria | 14 |
| Director Orientation and Continuing Education | 15 |
| Director Compensation Program | 15 |
| 2025 Director Compensation Table | 17 |
| Risk Oversight | 18 |
| Communications from Stockholders and Other Interested Parties | 19 |
| Certain Relationships and Related Party Transactions | 19 |
| Delinquent Section 16(a) Reports | 20 |
| Security Ownership of Certain Beneficial Owners and Management | 20 |
| Policies on Transactions in Company Stock, Including Anti-Hedging Provisions | 22 |
| PROPOSAL 1 ELECT TWO DIRECTORS FOR A THREE-YEAR TERM OR UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED | 24 |
|---|---|
| Required Vote | 24 |
| Nominees for Re-Election and Incumbent Directors | 25 |
| Director Matrix | 30 |
| PROPOSAL 2 RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 | 32 |
| Required Vote | 32 |
| Audit Committee Report | 33 |
| Independent Auditor Fees and Other Matters | 34 |
| PROPOSAL 3 APPROVE, ON AN ADVISORY BASIS, OUR NAMED EXECUTIVE OFFICER COMPENSATION | 35 |
| Required Vote | 35 |
| EXECUTIVE COMPENSATION | 36 |
| Compensation Discussion and Analysis | 36 |
| Introduction | 36 |
| Executive Summary | 36 |
| Overview of Our 2025 Executive Compensation Program | 39 |
| Peer Group | 41 |
| Key Components of Our 2025 Executive Compensation Program | 41 |
| Other Arrangements, Policies and Practices | 47 |
| Compensation Committee Report | 49 |
| Compensation Tables and Related Information | 50 |
| 2025 Summary Compensation Table | 50 |
| 2025 Grants of Plan-Based Awards Table | 52 |
| Narrative Information Regarding the 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table | 52 |
| Outstanding Equity Awards at 2025 Fiscal Year-End Table | 55 |
| 2025 Option Exercises and Stock Vested Table | 56 |
| 2025 Nonqualified Deferred Compensation Table | 56 |
| 2025 Potential Payments Upon Termination or Change in Control | 57 |
|---|---|
| CEO Pay Ratio | 62 |
| Pay Versus Performance | 63 |
| Tabular List of Performance Measures | 65 |
| Relationship Between Compensation Actually Paid and Certain Performance | 65 |
| QUESTIONS & ANSWERS | 68 |
| ADDITIONAL INFORMATION | 72 |
| Proposals of Stockholders | 72 |
| Stockholders Sharing the Same Address | 72 |
| Cautionary Note Regarding Forward-Looking Statements | 72 |
| APPENDIX A: NON-GAAP FINANCIAL MEASURES | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.