GRAFTECH INTERNATIONAL LTD
For the period ended May 8, 2025. Filed Apr 3, 2025.
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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 8, 2025 · Filed Apr 3, 2025
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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 all boxes that apply):
| ☒ | 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. |
April 3, 2025
Dear Stockholders:
We are pleased to invite you to the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of GrafTech International Ltd. The Annual Meeting will be held on Thursday, May 8, 2025, 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.
Details about the business to be conducted at the Annual Meeting can be found in the accompanying Notice of Annual Meeting of Stockholders and 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. You may vote using the enclosed proxy card or voting instruction form by completing, signing and dating it, and then returning it by mail. Also, you may submit your vote by telephone or through the Internet. If telephone or Internet voting is available to you, instructions will be included on your proxy card or voting instruction form. 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 8, 2025 | 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; |
| Virtual Meeting Website: | www.meetnow.global/MA5FWZ5 | Proposal 2 | Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025; |
| RecordDate: | March 10, 2025 | Proposal 3 | Approve, on an advisory basis, our named executive officer compensation; |
| Proposal 4 | Vote, on an advisory basis, on the frequency of the advisory vote on our named executive officer compensation; and | ||
| Transact such other business as may properly come before the meeting or any adjournments or postponements thereof. | |||
The enclosed 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 Annual Meeting to be held on May 8, 2025, 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
You may vote if you were a stockholder of record at the close of business on March 10, 2025 (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 81 of the accompanying proxy statement (the “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. 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 26, 2025, the date we commenced printing in order to commence mailing on or about April 3, 2025. Proxy materials are being mailed or made available on or about April 3, 2025.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 8, 2025: The Proxy Statement and the 2024 Annual Report to Stockholders are available at: www.envisionreports.com/EAF.
By order of the Board of Directors,
Andrew J. Renacci
Interim Chief Legal Officer & Corporate Secretary
GrafTech International Ltd. 982 Keynote Circle
Brooklyn Heights, OH 44131
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.