GrafTech Issues Statement
April 15 2014 - 7:13PM
Business Wire
Urges Stockholders to Vote FOR the GrafTech
Director Nominees on the WHITE Proxy Card
GrafTech International Ltd. (NYSE:GTI) (“GrafTech”) today issued
the following statement in response to the Daniel and Nathan
Milikowsky Group’s filing of its definitive proxy materials with
the Securities and Exchange Commission in connection with the
Company’s May 15, 2014 Annual Meeting of Stockholders:
After announcing its intention to take
control of the GrafTech Board at the 2014 Annual Meeting by
nominating five director candidates, the Daniel and Nathan
Milikowsky Group recently announced its plan to nominate only three
candidates.
Unfortunately, Nathan Milikowsky continues to
include himself as a nominee, despite the Board’s evidence-based
conclusion that his prior governance breaches and conduct
demonstrate that he is not a qualified candidate. Nathan
Milikowsky’s personal quest to reinstate himself to GrafTech’s
Board in spite of his clear breaches of good corporate governance
and ethics is at the heart of the issue. We have made a number of
good faith efforts to resolve this matter. GrafTech’s Board and
management will not compromise on good corporate governance and
ethics, plain and simple.
As noted in the Company’s proxy statement, on
multiple occasions, the GrafTech Board has offered to add David
Jardini and Karen Finerman, current nominees of the Daniel and
Nathan Milikowsky Group slate, to the GrafTech Board. As GrafTech
also noted in its proxy statement, if all seven of GrafTech’s Board
nominees are elected, the Company intends to offer to add Board
representation from the Daniel and Nathan Milikowsky Group after
the 2014 Annual Meeting, choosing from among those candidates who
meet GrafTech’s corporate governance criteria.
GrafTech reminds stockholders to
protect their investment by voting the WHITE proxy card FOR
GrafTech’s seven highly qualified and experienced director
nominees.
If you have questions or need
assistance in voting your shares, please call:
Georgeson
480 Washington Boulevard,
26th Floor
Jersey City, NJ 07310 (800) 509-0917 (Toll Free)
e-mail: graftechproxy@georgeson.com
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 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 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 has filed a definitive proxy statement with the
U.S. Securities and Exchange Commission (the “SEC”) in connection
with the solicitation of proxies from GrafTech stockholders for the
2014 Annual Meeting. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ
THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD
WITH RESPECT TO THE 2014 ANNUAL MEETING AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed
information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, is set forth in the definitive proxy statement and other
materials filed with the SEC in connection with GrafTech’s Annual
Meeting. Information regarding the direct and indirect beneficial
ownership of GrafTech’s directors and executive officers in
GrafTech securities is set forth in the definitive proxy statement
and other materials filed with the SEC in connection with
GrafTech’s 2014 Annual Meeting. Stockholders will be able to obtain
free copies of the definitive proxy statement, any amendments or
supplements to the definitive proxy statement 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/.
GrafTech InternationalQuinn Coburn, 216-676-2000Vice President,
FinanceorJoele Frank, Wilkinson Brimmer KatcherJamie Moser / Jed
Repko, 212-355-4449