GRAFTECH INTERNATIONAL LTD
For the period ended Aug 14, 2025. Filed Jul 11, 2025.
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Aug 14, 2025 · Filed Jul 11, 2025
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DEF 14A 1 d163195ddef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
**(RULE 14a-101) **
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. |
July 11, 2025
Dear Stockholders:
We are pleased to invite you to a Special Meeting of Stockholders (the “Special Meeting”) of GrafTech International Ltd. The Special Meeting will be held on Thursday, August 14, 2025, at 8:00 a.m. Eastern Time. The Board of Directors has determined the Special Meeting will be held in a virtual format via the Internet.
The matters expected to be acted upon at the Special Meeting are:
| 1. | Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to, at the discretion of the Board of Directors, effect a reverse stock split of the Company’s issued common stock, par value $0.01 per share, at a ratio of not less than one-for-seven (1-for-7) and not greater than one-for-fifteen (1-for-15), with the final ratio within such range to be determined at the discretion of the Board of Directors, and a reduction in the number of authorized shares of common stock and preferred stock, par value $0.01 per share, by a corresponding proportion. |
| 2. | Transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof. |
Details about the business to be conducted at the Special Meeting can be found in the accompanying Notice of Special Meeting of Stockholders and proxy statement. Your vote is important. The Special Meeting will be held in a virtual format only. Regardless of whether you plan to attend the virtual Special 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 Special Meeting of Stockholders
| Date: | August 14, 2025 | At the Special Meeting you will be asked to: | |
|---|---|---|---|
| Time: | 8:00 a.m. Eastern Time | Proposal 1 | Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to, at the discretion of the Board of Directors, effect a reverse stock split of the Company’s issued common stock, par value $0.01 per share, at a ratio of not less than one-for-seven (1-for-7) and not greater than one-for-fifteen (1-for-15), with the final ratio within such range to be determined at the discretion of the Board of Directors, and a reduction in the number of authorized shares of common stock and preferred stock, par value $0.01 per share, by a corresponding proportion. |
| We also will transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof. | |||
| Virtual Meeting Website: | www.meetnow.global/MU9CXSX | ||
| RecordDate: | June 30, 2025 | ||
The enclosed proxy is solicited on behalf of the Board of Directors of GrafTech International Ltd. (“GrafTech”, “we”, “our” or the “Company”) for use at the Special Meeting to be held on August 14, 2025, at 8:00 a.m. Eastern Time, or at any adjournment or postponement thereof, for the purposes set forth herein. The Board of Directors has determined that the Special Meeting will be held in a virtual format via the Internet.
HOW YOU MAY VOTE
You may vote if you were a stockholder of record at the close of business on June 30, 2025 (the “Record Date”). To ensure that your shares are represented at the Special Meeting, please vote as soon as possible by one of the following methods:
| • | By Internet. | • | By Mail. |
|---|---|---|---|
| • | By Telephone. | • | Online, during the virtual Special Meeting. |
For more detailed information on voting, please see “How do I cast a vote?” in the “Questions & Answers” section beginning on page 2 of the accompanying proxy statement (the “Proxy Statement”).
Whether or not you expect to attend the virtual Special Meeting, please vote as soon as possible to ensure representation of your shares at the Special 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 Special 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 July 9, 2025, the date we commenced printing in order to commence mailing on or about July 11, 2025. Proxy materials are being mailed or made available on or about July 11, 2025.
**Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on August 14, 2025:The Proxy Statement is 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 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.