Company Nominates Two New Independent and
Highly-Experienced Directors to the Board
Despite the Daniel and Nathan Milikowsky
Group’s Rejection of GrafTech’s Settlement Offers, the Board
Remains Open to Representation from the Group’s Slate
GrafTech International Ltd. (NYSE:GTI) (“GrafTech”) today
announced that it has filed preliminary proxy materials with the
U.S. Securities and Exchange Commission (“SEC”) in connection with
the Company’s May 15, 2014, Annual Meeting of Stockholders. The
Company has established March 28, 2014, as the record date for
stockholders entitled to vote at the 2014 Annual Meeting.
In connection with the filing of its preliminary proxy
statement, the Company also announced that the Board has nominated
two new, highly-qualified and independent directors, Tom
Danjczek and Catherine Morris, to stand for election at
the Company’s upcoming Annual Meeting. Joining Mr. Danjczek and Ms.
Morris on the Company's slate of director nominees are current
directors: Joel Hawthorne, Randy Carson, Mary Cranston, Harold
Layman, Ferrell McClean, Steven Shawley and Craig Shular.
- Tom Danjczek brings extensive
experience and relationships in the steel and manufacturing
industry. Mr. Danjczek served as President of the Steel
Manufacturers Association (“SMA”), the national trade association
representing North American steel producers who account for over 75
percent of domestic steelmaking capacity, from February 1998
through November 2013. Mr. Danjczek has also held leadership roles
at a number of public companies, including Wheeling-Pittsburgh
Steel Corporation, Bethlehem Steel Corporation and Kaiser Steel
Corporation.
- Catherine Morris brings a high level of
strategic and financial acumen in the electronics and advanced
technologies industries. She currently serves as senior vice
president and chief strategy officer for Arrow Electronics, Inc., a
leading global distributor of electronic components and computer
products with more than $21 billion in revenues, where she leads
strategic initiatives for the company, including global merger and
acquisition activity. Prior to joining Arrow, Ms. Morris held
various financial leadership roles in the banking and manufacturing
industries.
"We are pleased to welcome two extremely accomplished and
independent directors to GrafTech’s slate of nominees for election
to the Board," said Joel L. Hawthorne, GrafTech’s President and
Chief Executive Officer. “Tom’s deep operating and management
experience in the steel and manufacturing industry will further
support the successful execution of GrafTech’s strategy. Catherine
will bring more than 25 years of experience in finance, computer
products and electronic components distribution and her strategic
insight will be valuable to the Board. Tom and Catherine are
well-respected and proven leaders in the steel, graphite and
electrical equipment industries whose skills will complement those
of our current board members. Their proven business knowledge,
strong track records and relevant experience will be great assets
as we continue to execute our strategy for the benefit of all
GrafTech stockholders.”
With the election of Mr. Danjczek and Ms. Morris, the GrafTech
Board will be composed of nine highly-qualified and experienced
directors, seven of whom are independent. Mr. Shular has previously
announced his intention to retire from the Board at the end of
2014. All of the Company’s current directors, as well as Mr.
Danjczek and Ms. Morris, are seasoned professionals who possess the
necessary skills and experiences across a range of disciplines and
industries that are critical to GrafTech.
As previously disclosed, the Daniel and Nathan Milikowsky Group
has nominated five directors to stand for election to the Company’s
Board to take control of the Company at the upcoming Annual
Meeting. In an effort to reach a mutually agreeable resolution that
would benefit all stockholders and avoid a potentially costly and
distracting proxy contest, GrafTech has made two separate
settlement offers to the Daniel and Nathan Milikowsky Group, which
have both been rejected.
While GrafTech believes it is unfortunate that the Daniel and
Nathan Milikowsky Group has rejected the settlement offers, the
Company does not believe it is in stockholders’ interests to have
an expensive and distracting proxy contest at the upcoming Annual
Meeting. Accordingly, as the Company has indicated to Nathan
Milikowsky directly, GrafTech remains open to continuing to engage
with the Daniel and Nathan Milikowsky Group in order to reach a
mutually agreeable resolution, including having representation from
its proposed slate on the GrafTech Board.
The GrafTech Board and management team are confident that the
Company has the right leadership and strategy to continue driving
value for all stockholders. GrafTech has a strong track record of
success and is positioned to deliver long-term growth and
stockholder value. Over the last five years, the Board and
management team have taken key steps to strengthen and transform
the business, including:
- Successfully completed and integrated
four acquisitions;
- Expanded end markets as well as
technology and processing capabilities;
- Secured the supply of a key raw
material through backward integration;
- Since 2009, grew Engineered Solutions’
sales at a compound annual rate of over 20%;
- Launched in October 2013, a
transformative restructuring of the Company’s global production
network to dramatically improve its cost structure and reduce
inventory;
- Reduced SG&A by 18% in 2013;
and
- Maintained a strong balance sheet in a
challenging economic and industry environment.
Stockholders may receive materials, in the mail or otherwise,
from the Daniel and Nathan Milikowsky Group. The GrafTech Board
notes that stockholders are not required to take any action at this
time and recommends that stockholders defer making any voting
decisions until they receive definitive proxy materials from the
Company.
About Tom Danjczek
Tom Danjczek, age 66, has served as Senior Advisor for the Steel
Manufacturers Association (“SMA”) since November 2013. From
February 1998 to November 2013, Mr. Danjczek served as President of
the SMA and functioned as its Chief Executive, Operating, and
Administrative Officer and a member of the Board and Executive
Committee. Prior to joining SMA, Mr. Danjczek held various senior
leadership positions at a number of public companies, including
Wheeling-Pittsburgh Steel Corporation, Bethlehem Steel Corporation
and Kaiser Steel Corporation. Mr. Danjczek also serves as Vice
Chairman of the U.S. Industry Trade Advisory Committee (ITAC 12)
and since 1999 has been an Advisor to the U.S. Trade Representative
and Department of Commerce.
Mr. Danjczek currently serves as a Director of Globe Specialty
Metals, Inc., and serves as a member of its Audit Committee and
Compensation Committee. Mr. Danjczek also serves on the Board of
Walker Magnetics, a privately held controls manufacturer that
services the scrap and steel industries and on the advisory board
of Byer Steel Group, a privately held steel service center. Mr.
Danjczek earned a B.S. in Mechanical Engineering from Villanova
University and a Master’s degree in Industrial Management from
Purdue University.
About Catherine Morris
Catherine Morris, age 56, is the Senior Vice President and Chief
Strategy Officer for Arrow Electronics, Inc., a leading global
distributor of electronic components and computer products with
more than $21 billion in revenues. Ms. Morris has served in this
position since 2008 and leads strategic initiatives for Arrow,
including global merger and acquisition activity. Prior to her
current position, Ms. Morris was President of Arrow's Enterprise
Computing Solutions (ECS) business segment, with responsibility for
managing Arrow's computer products business in North America and
Europe, and which doubled in size to over $5 billion in annual
revenues under her leadership. Ms. Morris has over 25 years of
experience in computer products and electronic components
distribution and has held a number of senior leadership roles at
Arrow, including Vice President of Support Services in North
America, Vice President of Finance and Support Services for Arrow
ECS, and Vice President of Corporate Development. Ms. Morris joined
Arrow in 1994 through its acquisition of Anthem Electronics, where
she served as Vice President of Finance and Corporate Controller.
Prior to joining Anthem, Ms. Morris held various financial
leadership roles in the banking and manufacturing industries.
Ms. Morris has been recognized with numerous awards, including
VARBusiness (2007) and CRN (2009) magazines naming her as one of
the most powerful women in the technology channel and Top 100
Women. A member of YWCA's Society of Women Achievers, she received
her Bachelor's degree in Finance from Colorado State University and
completed Harvard Business School’s General Management Program.
GrafTech International is a global company that has been
redefining limits for more than 125 years. We offer innovative
graphite material solutions for our customers in a wide range of
industries and end markets, including steel manufacturing, advanced
energy applications and latest generation electronics. GrafTech
operates 20 principal manufacturing facilities on four continents
and sells products in over 70 countries. Headquartered in Parma,
Ohio, GrafTech employs approximately 3,000 people. For more
information, call 216-676-2000 or visit www.GrafTech.com.
NOTE ON FORWARD-LOOKING STATEMENTS: This news release
contains forward-looking statements (within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934) about certain nominations for election of
directors, future or targeted operational and financial
performance; growth prospects and rates, the markets we serve,
strategic plans and our position in our industry. Our expectations
are not predictions of actual performance and historically our
performance has deviated, often significantly, from our
expectations. Actual future events, circumstances, performance and
trends could differ materially, positively or negatively, from
those set forth in these statements due to various factors,
including: unforeseen delays, costs or liabilities associated with
our initiatives as well as our growth and other plans, changes in
market prices of our securities, changes in business and economic
conditions and growth trends in the industry, changes in customer
markets and various geographic regions, uncertainties in the
geopolitical environment, and other risks and uncertainties,
including those detailed in our SEC filings, as well as future
decisions by us. Forward-looking statements speak only as of the
date they are made, and we undertake no obligation to publicly
update or revise any of them in light of new information, future
events or otherwise. This news release does not constitute an offer
or solicitation as to any securities.
IMPORTANT ADDITIONAL INFORMATION: GrafTech and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the 2014 Annual
Meeting. GrafTech plans to file with the SEC a definitive proxy
statement and WHITE proxy card in connection with the 2014 Annual
Meeting (the “2014 Proxy Materials”). The 2014 Proxy Materials will
contain important information about GrafTech, the 2014 Annual
Meeting and related matters. Stockholders are urged to read the
2014 Proxy Materials and accompanying WHITE proxy card carefully
when they are available. Stockholders will be able to obtain free
copies of the 2014 Proxy Materials and other documents filed with
the SEC by GrafTech through the web site maintained by the SEC at
www.sec.gov and on GrafTech’s web site at
http://ir.graftech.com/.
Information regarding the identity of potential participants,
and their direct or indirect interests, by security holdings or
otherwise, will be set forth in the 2014 Proxy Materials. To the
extent holdings of GrafTech securities by directors or executive
officers have changed since the amounts printed in the preliminary
proxy statement, such changes have been or will be reflected in the
definitive proxy statement and/or on Statements of Change in
Ownership on Form 4 filed with the SEC. Stockholders can obtain
free copies of these documents from the web site maintained by the
SEC and GrafTech’s web site above.
GTI-G
GrafTech InternationalQuinn Coburn, Vice President, Finance,
216-676-2000orJoele Frank, Wilkinson Brimmer KatcherJamie Moser /
Jed Repko, 212-355-4449