GrafTech Statement on Open Letter from Dissident Stockholder
March 13 2024 - 9:00AM
Business Wire
GrafTech International Ltd. (NYSE: EAF) (“GrafTech” or the
“Company”) today issued the following response to an open letter to
the Company’s stockholders that was issued by Nilesh Undavia, a
private investor, on March 12, 2024.
Mr. Undavia, along with certain trusts and people affiliated
with Mr. Undavia, have provided notice of their intent to nominate
Mr. Undavia for election to GrafTech’s Board of Directors (“the
Board”) at the Company’s 2024 Annual Meeting of Stockholders (the
“Annual Meeting”).
GrafTech has a highly qualified and diverse Board, consisting of
directors with knowledge, complementary skills and experience that
are relevant to the Company’s business. The Board is committed to
strong corporate governance practices and dedicated to ensuring
that the Company is managed for the long-term benefit of all
stockholders and other stakeholders.
In the coming days, the Company expects to file preliminary
materials with respect to its Annual Meeting with the Securities
and Exchange Commission (“SEC”), which will include the Board’s
recommended slate of director nominees. GrafTech stockholders are
not required to take any action at this time.
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 press release 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, including those factors 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 intends to file with the SEC a proxy statement on
Schedule 14A, containing a form of WHITE proxy card, with respect
to its solicitation of proxies for the 2024 Annual Meeting of
Shareholders. 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 International Ltd., its directors and executive
officers and other members of management and employees will be
participants in the solicitation of proxies with respect to a
solicitation by GrafTech. Information about GrafTech’s executive
officers and directors is available in GrafTech’s Annual Report on
Form 10-K for the year ended December 31, 2023, which was filed
with the SEC on February 14, 2024, and in its proxy statement for
the 2023 Annual Meeting of Stockholders, which was filed with the
SEC on April 6, 2023, and in its Current Reports on Form 8-K filed
with the SEC on January 30, 2024, December 14, 2023 and September
28, 2023. To the extent holdings by our directors and executive
officers of GrafTech securities reported in the proxy statement for
the 2023 Annual Meeting or in such Form 8-K have changed, such
changes have been or will be reflected on Statements of Change in
Ownership on Forms 3, 4 or 5 filed with the SEC. These documents
are or will be available free of charge at the SEC’s website 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240312265957/en/
Michael Dillon 216-676-2000 investor.relations@graftech.com
GrafTech (NYSE:EAF)
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