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): August 13, 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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 13, 2024, the Board of Directors (the “Board”) of GrafTech International Ltd. (the “Company”) appointed Rory O’Donnell to the position of Chief Financial Officer and Senior Vice President of the Company, effective September 3, 2024. Catherine Hedoux-Delgado, the Company’s current Interim Chief Financial Officer and Treasurer, will serve as Vice President, Controller, beginning September 3, 2024.

Mr. O’Donnell, age 46, previously served as Senior Vice President, Controller and Principal Accounting Officer of Covia Corporation, a provider of mineral-based and material solutions for the industrial and energy markets, since February 2019. While at Covia Corporation, he also served as Interim Chief Financial Officer from August 2022 to July 2023. At Covia Corporation, Mr. O’Donnell was responsible for internal and external financial reporting and compliance, tax planning and compliance, and managing working capital, among other responsibilities. Prior to Covia Corporation, Mr. O’Donnell served as Senior Vice President, Controller at Signet Jewelers Limited (NYSE: SIG), a retailer of diamond jewelry, from 2014 to 2019. Before joining Signet Jewelers Limited, Mr. O’Donnell served as Director, Accounting & Reporting at Cleveland-Cliffs Inc. (NYSE: CLF), a North America-based steel producer. Mr. O’Donnell began his career at KPMG LLP, a professional services firm. Mr. O’Donnell has a B.S. in Accounting from the University of Dayton and is a Certified Public Accountant licensed in Ohio.

In connection with his employment, Mr. O’Donnell will receive base salary at an annual rate of $425,000. Mr. O’Donnell’s base salary for 2024 will be prorated based on his start date. In addition to his base salary, Mr. O’Donnell will participate in the Company’s performance-based annual cash incentive plan with a target opportunity of 75% of base salary. For 2024, the annual cash incentive award will be prorated in accordance with the terms of the Company’s Short-Term Incentive Plan, and can be earned from 0% to 200% of target based on actual performance. Mr. O’Donnell will also be eligible to participate in the Company’s equity-based long-term incentive program with an annual target award of 150% of base salary. For 2024, Mr. O’Donnell will receive one-third of his annual target award. The 2024 long-term incentive awards will be in the form of time-based restricted stock units (60% weighting) and target performance-based restricted stock units (40% weighting). The performance-based restricted stock units can be earned from 0% to 200% of target based on actual performance, subject to any caps contained in the award agreement, and will have performance conditions substantially the same as for other Company executive officer awards during 2024. Mr. O’Donnell will be eligible to participate in standard Company-sponsored benefits, including health benefits and the 401(k) plan. Mr. O’Donnell will also be eligible to receive twelve months of salary continuation as severance if his employment is terminated without cause (subject to a customary release of claims).

There are no family relationships between Mr. O’Donnell and any 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 for his position. There are no related person transactions involving Mr. O’Donnell that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The Company intends to enter into an indemnification agreement with Mr. O’Donnell. The form of indemnification agreement was previously filed with the Securities and Exchange Commission 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.

A copy of the press release issued by the Company announcing the appointment of Mr. O’Donnell is attached hereto 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 August 13, 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Exhibit 99.1

GrafTech Announces Appointment of Rory O’Donnell as Chief Financial Officer

BROOKLYN HEIGHTS, Ohio – August 13, 2024 – GrafTech International Ltd. (NYSE: EAF) (“GrafTech” or the “Company”) announced today that the Company’s Board of Directors (the “Board”) has appointed Rory O’Donnell to the position of Chief Financial Officer and Senior Vice President of the Company, effective September 3, 2024. Mr. O’Donnell will serve as a member of the Company’s executive leadership team and report directly to Chief Executive Officer and President Timothy Flanagan. He will be responsible for overseeing all financial aspects of the Company.

“I am pleased to announce Rory’s appointment as the Company’s Chief Financial Officer and welcome him to GrafTech,” said Timothy Flanagan, Chief Executive Officer and President. “With his extensive financial expertise and numerous leadership positions, we look forward to benefiting from Rory’s experience and knowledge as we move ahead.”

Mr. O’Donnell previously served as Senior Vice President, Controller and Principal Accounting Officer of Covia Corporation, a provider of mineral-based and material solutions for the industrial and energy markets, since February 2019. While at Covia Corporation, he also served as Interim Chief Financial Officer from August 2022 to July 2023. Prior to Covia Corporation, Mr. O’Donnell served as Senior Vice President, Controller at Signet Jewelers Limited (NYSE: SIG), a retailer of diamond jewelry, from 2014 to 2019. Before joining Signet Jewelers Limited, Mr. O’Donnell served as Director, Accounting & Reporting at Cleveland-Cliffs Inc. (NYSE: CLF), a North America-based steel producer. Mr. O’Donnell began his career at KPMG LLP, a professional services firm. Mr. O’Donnell has a B.S. in Accounting from the University of Dayton and is a Certified Public Accountant licensed in Ohio.

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

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Exhibit 99.1

statements include, among others, statements we make regarding future estimated volume, pricing and revenue, anticipated levels of capital expenditures and cost of goods sold, anticipated reduction in our costs resulting from our cost rationalization initiatives and one-time costs of implementation 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 Risk Factors and other cautionary statements that are included in our most recent Annual Report on Form 10-K and other filings with the U.S. Securities and Exchange Commission. 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.

Contact:

Michael Dillon

216-676-2000

[e-mail]

Cover	Aug. 13, 2024
Cover [Abstract]
Entity Incorporation, State or Country Code	DE
Document Type	8-K
Document Period End Date	Aug. 13, 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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