Form 8-K - Current report

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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): May 9, 2024

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)

[phone]

(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. ☐

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Item 5.07			Submission of Matters to a Vote of Security Holders.

GrafTech International Ltd. (the “Company”) held its Annual Meeting of Stockholders on May 9, 2024 (the “Annual Meeting”). On March 13, 2024, the record date for the Annual Meeting, 257,161,175 shares of common stock were outstanding and entitled to vote. Final results for the proposals submitted for a vote of stockholders at the Annual Meeting are set forth below. The proposals below are described in more detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on April 2, 2024.

Proposal 1 - Elect two directors for a three-year term or until their successors are elected and qualified. Debra Fine and Anthony R. Taccone were elected. The voting results were as follows:

Nominee			For			Withhold			Broker Non-Votes
Company’s Board-Recommended Nominees
Debra Fine			132,592,051			87,020,846			0
Anthony R. Taccone			146,863,525			72,749,372			0
Nilesh Undavia et. al. Nominee
Nilesh Undavia			86,961,708			134,106,356			0

Proposal 2 - Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. Proposal 2 was approved. The voting results were as follows:

For			Against			Abstentions
221,040,259			1,834,339			549,374

Proposal 3 - Approve, on an advisory basis, our named executive officer compensation. Proposal 3 was approved. The voting results were as follows:

For			Against			Abstentions			Broker Non-Votes
193,704,063			25,871,583			1,533,607			2,314,719

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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:			May 13, 2024			By:			/s/ Catherine Hedoux-Delgado
									Catherine Hedoux-Delgado
									Interim Chief Financial Officer and Treasurer

Cover	May 09, 2024
Cover [Abstract]
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	May 09, 2024
Entity Registrant Name	GRAFTECH INTERNATIONAL LTD.
Entity File Number	1-13888
Entity Tax Identification Number	27-2496053
Entity Address, Address Line One	982 Keynote Circle
Entity Address, City or Town	Brooklyn Heights
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44131
City Area Code	216
Local Phone Number	676-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common stock, $0.01 par value per share
Trading Symbol(s)	EAF
Name of each exchange on which registered	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000931148
Amendment Flag	false

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