GrafTech International Ltd. (NYSE:GTI) (“GrafTech”) today announced that
Egan-Jones Proxy Services (“Egan-Jones”), one of the nation’s leading
proxy advisory firms, has recommended that GrafTech stockholders vote FOR
the election of GrafTech’s seven highly-qualified and experienced
director nominees, including two new independent nominees, on the WHITE
proxy card at the Company’s May 15, 2014 Annual Meeting of Stockholders.
In its May 7, 2014 report, Egan-Jones stated1:
We believe that support for voting the Management ballot is merited and
that voting the Management ballot (WHITE PROXY CARD) is in the best
interest of the Company and its shareholders. In arriving at that
conclusion, we have considered the following factors:
With the very recent appointment of Mr. Hawthorne as the new Chief
Executive Officer, we believe that he should be allowed a decent
interval to implement his plans and put his imprint on the Company
with the oversight and assistance of a supportive, not divided, Board.
Moreover, the nomination by the Company of new candidates for the
Board bears the promise of additional, relevant expertise and new
We are not convinced that the election of the Dissidents’ slate to the
board of directors would work to the benefit of all shareholders.
On the basis of their proposed plans for the Company, which we find
unpersuasive, we believe that the Dissidents have failed to make a
case that their joining the board would work to maximize the value of
Furthermore, we are troubled by questions raised in the Company's
investigation of leaks.
The Company's nominees appear qualified and we recommend a vote "FOR"
the Management nominees.
Commenting on the Egan-Jones report, GrafTech issued the following
We are pleased that both Egan-Jones and Glass Lewis & Co. (“Glass
Lewis”) have issued unequivocal recommendations in favor of GrafTech’s
seven highly-qualified and experienced director nominees, including our
two new independent nominees. Both independent reports underscore that
the Company’s Board and management team have a strong track record of
value creation and a clear, winning strategy to drive long-term
stockholder value. Moreover, both Egan-Jones and Glass Lewis acknowledge
the importance of good corporate governance and ethics, and that the
GrafTech board is independent, engaged, well-balanced and has extensive
relevant industry experience.
With the election of our recommended slate of directors, including Mr.
Danjczek and Ms. Morris, over 70 percent of the GrafTech Board will have
changed over the past five years, and the Board will be composed of
seven highly-qualified and experienced directors, six of whom are
Furthermore, the Company maintains its commitment to adding
representation from the Milikowsky Group’s slate to the Board after the
Annual Meeting. The GrafTech Board expects that if all of the Company’s
seven nominees are elected, either Karen Finerman, David Jardini or both
would be invited to join the Board. In determining which candidates to
invite to the Board, the Nominating Committee would consider the views
of GrafTech’s stockholders and could also request an interview with Ms.
Finerman, Mr. Jardini or both.
GrafTech notes that, as previously announced on May 1, 2014, leading
proxy advisory firm Glass Lewis recommends that GrafTech stockholders
vote FOR all seven highly qualified and experienced director
nominees on the WHITE proxy card at GrafTech’s Annual Meeting. In
its report, Glass Lewis supports the Company’s position that
GrafTech has the right Board, the right team and the right strategy to
continue building stockholder value, that Nathan Milikowsky is not
suitable to serve on the Board and that the Milikowsky Group does not
have a realistic strategy.
GrafTech stockholders are reminded that their vote is important, no
matter how many or how few shares they own. Whether or not stockholders
plan to attend the Annual Meeting, they have an opportunity to protect
their investment in GrafTech by voting FOR GrafTech’s seven
director nominees using the WHITE proxy card today.
If stockholders have questions or need assistance in voting their
shares, they should call:
480 Washington Boulevard, 26th Floor
Jersey City, NJ 07310
(800) 509-0917 (Toll Free)
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/.
1 Permission to use
quotations was neither sought nor obtained.
Copyright Business Wire 2014