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Share Name | Share Symbol | Market | Type |
---|---|---|---|
GrafTech International Ltd | NYSE:EAF | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.035 | -3.24% | 1.045 | 1.13 | 1.02 | 1.10 | 715,034 | 16:32:47 |
May 6, 2024
Dear Fellow Shareholders:
For several months, I attempted to engage with GrafTech, seeking to add shareholder representation to a Board that has displayed an unwillingness to acknowledge egregious management mistakes or present a credible plan to turn around the Company.
Instead, the Company has tried to distract shareholders by engaging in personal attacks and misrepresenting the truth. The Board’s abysmal track record of shareholder value destruction should seriously impugn its credibility and qualifications.
I believe, the Board cannot be trusted because:
The Company is misrepresenting: my engagement with it, the effectiveness of its business strategy, Ms. Fine’s steel industry investment record and her trustworthiness, and Mr. Taccone’s “intimate understanding of [the Company’s] customers”1.
1. The Company is Misrepresenting My Engagement with It
While the Company attacks me by citing two errors of omission in the Company's 33-page questionnaire, it neglects to mention how it failed to return my phone calls or respond to my emails requesting clarification of the ambiguity in the questionnaire. No error would have occurred had the Company returned my calls or answered my emails requesting clarification. For months, the Company has ignored and dismissed my constructive engagement, which included CEO selection criteria and long-term strategy.
Ms. Fine, in her capacity as the Chair of the Nominating and Corporate Governance Committee of the Board (“NGC”), devoted less than five minutes in her initial interview with me, and slammed the door prior to any substantive review of my credentials, declaring: “We’re not looking for board members.”
2. GrafTech is Misleading Investors About a Credible Strategy to Help Turnaround The Business
I believe that GrafTech’s fortunes will only turn when the Company is able to regain market share. Over the last six months the Company’s guidance of volumes in 2024 has not changed. As volumes and market share are not improving, it appears that the new CEO (who has been in the role for six-months as the interim-CEO) and the Board are unable or unwilling to improve performance. GrafTech’s failure to send a single representative to the all-important American Iron and Steel Institute conference on electric arc furnace steel-making in February is incomprehensible and alarming.
3. GrafTech Nominee Ms. Debra Fine Exaggerates Her Experience in Investing in the Steel Industry; Erroneous SEC filing for Fine Capital Raises Questions About Her Duty Of Care To Her Own Clients
4. Investors Should Question Mr. Taccone’s “Intimate Understanding of [the Company’s] Customers”
5. Neither of GrafTech’s Nominees Are In The Best Interests Of ShareholdersIn evaluating nominees, we urge all shareholders to ask themselves:
I am an experienced fiduciary with the integrity and credibility to represent the interests of all shareholders.
For almost 25 years, I served as an exemplary fiduciary of billions of dollars of client capital at Wellington Management Company LLP, one of the world’s largest asset managers. Clients sought my guidance and expertise because they knew they could trust me to deliver outstanding results and to exercise the highest duty of care for clients.
As an institutional investor, I have a history of collaboration with management teams; in fact, this is the first time I’ve been compelled to initiate a proxy contest due to a board’s unwillingness to work with one of its largest shareholders. For the Board to question my ability to exercise a duty of care is simply absurd—if for no other reason than my 5.9% ownership of the Company. I can be trusted to protect shareholder interests.
Time is very short before the Annual Meeting. I urge you to vote the BLUE universal proxy card TODAY to elect me, Nilesh Undavia, to the Board.
As highlighted above, neither Debra Fine nor Anthony Taccone has the background, the experience or the alignment of interest to protect shareholder interests.
If you have already voted, you can easily change your vote to the BLUE universal proxy card.
Sincerely,
Nilesh Undavia
Additional Information and Where to Find It
Mr. Undavia and certain family trusts (collectively, the “Undavia Group”) are participants in the solicitation of proxies from shareholders of the Company in favor of Mr. Undavia’s nomination for the Board at the Annual Meeting. On April 2, 2024, the Undavia Group filed with the SEC its definitive proxy statement and accompanying BLUE universal proxy card in connection with its solicitation of proxies from the shareholders of the Company for the Annual Meeting. ALL SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING BLUE UNIVERSAL PROXY CARD AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY THE UNDAVIA GROUP, AS THEY CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE UNDAVIA GROUP AND ITS DIRECT OR INDIRECT INTERESTS IN THE COMPANY, BY SECURITY HOLDINGS OR OTHERWISE. Investors and security holders may obtain copies of the definitive proxy statement, BLUE universal proxy card and other documents filed with the SEC by the Undavia Group free of charge through the website maintained by the SEC at http://www.sec.gov/. Copies of the definitive proxy statement and accompanying BLUE universal proxy card filed with the SEC by the Undavia Group are also available free of charge by accessing the website at https://www.icomproxy.com/EAF.
InvestorCom LLC19 Old Kings Highway S. – Suite 130Darien, CT 06820Toll Free (877) 972-0090Banks and Brokers call collect (203) 972-9300info@investor-com.com
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1 Source: GrafTech press release dated April 29, 2024. https://www.sec.gov/Archives/edgar/data/931148/000093114824000069/a2024proxymaterials42924.htm 2 Source: https://www.sec.gov/Archives/edgar/data/1339161/000121465924002803/xslForm13F_X02/primary_doc.xml3 Source: https://files.adviserinfo.sec.gov/IAPD/Content/Common/crd_iapd_Brochure.aspx?BRCHR_VRSN_ID=8992944 https://first-river.com/
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