GrafTech International Announces Preliminary Results of Annual Meeting of Stockholders
May 15 2014 - 10:18AM
Business Wire
GrafTech International Ltd. (NYSE:GTI) (“GrafTech”) today
announced that, based on the preliminary vote count provided by its
proxy solicitor, stockholders have elected four GrafTech nominees
and three nominees put forth by the Daniel and Nathan Milikowsky
Group at the Company’s 2014 Annual Meeting of Stockholders.
The Company expects to announce the final results of the
election following the official tabulation of voting at the meeting
from the Inspector of Elections, IVS Associates, Inc., which is
expected within the next few business days. Assuming that final
results confirm the preliminary estimates, GrafTech’s four
nominees, Randy Carson, Thomas Danjczek, Joel Hawthorne and M.
Catherine Morris will be joined by Karen Finerman, David Jardini
and Nathan Milikowsky.
GrafTech issued the following statement:
We appreciate the consideration and support
of our stockholders, as well as the valuable insight they have
offered our Board and management team throughout this process. We
would like to take this opportunity to thank Mary Cranston, Harold
Layman, Ferrell McClean, Steven Shawley and Craig Shular for their
service on GrafTech’s Board and their many contributions to the
Company. They have been integral to the development of our strategy
and have helped us navigate through a number of important
challenges over the years.
GrafTech welcomes the directors from the
Milikowsky Group and looks forward to working together to continue
to successfully execute the Company’s strategy for the benefit of
all stockholders.
The preliminary voting results also indicated that stockholders
have voted in favor of the compensation of GrafTech’s named
executive officers (on a non-binding, advisory basis), the
performance goals of the Executive Incentive Compensation Plan,
ratification of PricewaterhouseCoopers LLP as GrafTech’s
independent registered public accounting firm, and the repeal of
certain provisions of GrafTech’s by-laws that were not in effect as
of September 30, 2012.
Final results of the election will be announced once they are
certified by the Inspector, following the customary review and
challenge period.
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 letter 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 letter 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 InternationalKelly Taylor, 216-676-2293Director,
Investor Relations & Corporate CommunicationsorJoele Frank,
Wilkinson Brimmer KatcherJamie Moser / Jed Repko212-355-4449