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0000931148false00009311482024-03-262024-03-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2024

graftechinternationala25.jpg

GRAFTECH INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
Delaware 1-13888 27-2496053
(State or other
jurisdiction of incorporation)
(Commission File Number) (IRS Employer Identification No.)

982 Keynote Circle
Brooklyn Heights, OH 44131
(Address of principal executive offices) (Zip Code)
(216) 676-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
   
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s)
Name of each exchange on which registered
Common stock, $0.01 par value per share EAF New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer and President

On March 26, 2024, the Board of Directors (the “Board”) of GrafTech International Ltd. (the “Company”) appointed Timothy K. Flanagan as Chief Executive Officer and President, effective immediately.

Mr. Flanagan, 46, had previously served as the Company’s Interim Chief Executive Officer and President since November 15, 2023. He joined the Company in November 2021, upon being appointed as Chief Financial Officer, Vice President Finance and Treasurer of the Company. From June 2019 to November 2021, Mr. Flanagan served as Chief Financial Officer of Benesch, Friedlander, Coplan & Aronoff LLP, a law firm. From January 2017 to February 2019, Mr. Flanagan served as Executive Vice President, Chief Financial Officer of Cleveland-Cliffs Inc. (NYSE: CLF), a flat-rolled steel producer and supplier of iron ore pellets. Prior to being promoted to Executive Vice President, Chief Financial Officer of Cleveland-Cliffs, he held a variety of financial leadership roles at Cleveland-Cliffs Inc. since joining in 2008, including being responsible for the accounting, reporting, treasury and financial planning and analysis functions and serving as the Vice President, Corporate Controller and Chief Accounting Officer from March 2012 to December 2016. Mr. Flanagan received his B.S. in Accounting from the University of Dayton.

There are no family relationships between Mr. Flanagan and any other director or executive officer of the Company and there are no arrangements or understandings between him and any other person pursuant to which he was selected as Chief Executive Officer and President. There are no related person transactions involving Mr. Flanagan that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Increase in the Size of the Board and Appointment of New Director

On March 26, 2024, the Board increased the size of the Board from seven to eight members. In accordance with the Company’s Amended and Restated Certificate of Incorporation that requires that the classes of the Board shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board, Class I was increased by one director such that each of Classes I and II consist of three directors and Class III consists of two directors.

To fill the Class I directorship vacancy resulting from the increase of the size of the Board on March 26, 2024, the Board appointed Mr. Flanagan as director, effective immediately. The Board does not expect Mr. Flanagan to be named to any committees of the Board. Mr. Flanagan will not receive any additional compensation for service as a director. The Company has entered into an indemnification agreement with Mr. Flanagan. The form of indemnification agreement was previously filed with the SEC on March 26, 2018 as Exhibit 10.15 to the Company’s registration Statement on Form S-1/A (Registration No. 333-223791) and is incorporated herein by reference.

On March 26, 2024, the Human Resources and Compensation Committee (“HR&CC”) of the Board increased the annual base salary of Mr. Flanagan to $702,000 effective as of April 1, 2024. This increase reflects the monthly stipend of $21,000 being annualized and added to his base salary now that the interim nature of his position has ceased. Mr. Flanagan’s Short-Term Incentive Plan (“STIP”) target award opportunity for 2024 was previously increased to 100% of base salary and monthly stipend for each month that such stipend is paid. His STIP target remains at 100% of annual base salary and his Long-Term Incentive Program target award was previously increased to 200% of base salary and annualized monthly stipend. In addition, the HR&CC increased Mr. Flanagan’s severance benefit from 1x base salary to 1.5x annual base salary and STIP target award if the Company terminates Mr. Flanagan’s employment without cause or Mr. Flanagan resigns for good reason.

A copy of the press release issued by the Company announcing the management and Board change is attached as Exhibit 99.1 and is incorporated herein by reference.








Item 9.01 Financial Statements and Exhibits.
(d)   Exhibits.
99.1 Press release of GrafTech International Ltd., dated March 26, 2024
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GRAFTECH INTERNATIONAL LTD.
 
 
Date: March 26, 2024 By: /s/ Catherine Hedoux-Delgado
Catherine Hedoux-Delgado
Interim Chief Financial Officer and Treasurer


EX-99.1 2 exhibit991-graftechannounc.htm EX-99.1 Document
Exhibit 99.1
image_0a.jpg

GrafTech Announces Appointment of Timothy K. Flanagan as Chief Executive Officer and President
BROOKLYN HEIGHTS, Ohio – March 26, 2024 – GrafTech International Ltd. (NYSE: EAF) (“GrafTech” or the “Company”) announced today that the Company’s Board of Directors (the “Board”) has appointed Timothy K. Flanagan as the Company’s Chief Executive Officer and President, and has elected Mr. Flanagan to the Board, all effective March 26, 2024.
“The Board is pleased to announce Tim’s appointment as Chief Executive Officer and President,” said Henry R. Keizer, Chair of the Board of GrafTech. “After completing a comprehensive search, conducted with the assistance of a leading executive search firm, that considered both internal and external candidates, the Board is confident that Tim is the right person to lead GrafTech forward to capitalize on the Company’s competitive advantages and deliver long-term growth. Since joining the Company, Tim has demonstrated strong leadership, helping to guide GrafTech throughout this pivotal period in the Company’s history. In addition, Tim’s extensive steel industry experience, reflecting his numerous leadership positions at Cleveland-Cliffs for more than a decade, will serve the Company, its stockholders, its customers and its other stakeholders well as GrafTech moves ahead.”
Mr. Flanagan has served as GrafTech’s interim Chief Executive Officer and President since November 2023. He joined the Company in November 2021, upon being appointed GrafTech’s Chief Financial Officer, Vice President Finance and Treasurer. Mr. Flanagan previously served as Executive Vice President, Chief Financial Officer of Cleveland-Cliffs Inc., a flat-rolled steel producer and supplier of iron ore pellets, from January 2017 to February 2019. Prior to being promoted to Executive Vice President, Chief Financial Officer of Cleveland-Cliffs, he held a variety of financial leadership roles at Cleveland-Cliffs since joining in 2008. More recently, he served as Chief Financial Officer of Benesch, Friedlander, Coplan & Aronoff, LLP, an AmLaw 200 law firm, from June 2019 to November 2021.
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. We believe that these factors include, but are not limited to, the proxy contest by Nilesh Undavia and its outcome. 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 Securities and Exchange Commission (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 preliminary proxy statement on Schedule 14A (the “Proxy Statement”), containing a form of WHITE proxy card, with respect to its solicitation of proxies for the 2024 Annual Meeting of Stockholders (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 March 13, 2024, in the section entitled “Security Ownership of Certain Beneficial Owners and Management” (on page 23 and available here) and Appendix B (on page B-1 and available here).



To the extent holdings by the participants in the solicitations reported in the Proxy Statement 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 (to the extent such participant is subject to Section 16 of the Securities Exchange Act of 1934). These documents are or will be available free of charge at the SEC’s website at www.sec.gov.
Contact:
Michael Dillon
216-676-2000
investor.relations@graftech.com