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    GrafTech International Ltd. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/9/25 4:30:45 PM ET
    $EAF
    Industrial Machinery/Components
    Energy
    Get the next $EAF alert in real time by email
    gti-20250508
    0000931148false00009311482025-05-082025-05-08

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    FORM 8-K

    CURRENT REPORT
    Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): May 8, 2025

    graftechinternationala25.jpg

    GRAFTECH INTERNATIONAL LTD.
    (Exact name of registrant as specified in its charter)
    Delaware1-1388827-2496053
    (State or other
    jurisdiction of incorporation)
    (Commission File Number)(IRS Employer Identification No)

    982 Keynote Circle
    Brooklyn Heights, OH 44131
    (Address of principal executive offices) (Zip Code)
    (216) 676-2000
    (Registrant’s telephone number, including area code)
    Not Applicable
    (Former name or former address, if changed since last report.)
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
       
    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
    Securities registered pursuant to Section 12(b) of the Act:
    Title of each classTrading
    Symbol(s)
    Name of each exchange on which registered
    Common stock, $0.01 par value per shareEAFNew York Stock Exchange
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




    Item 5.07Submission of Matters to a Vote of Security Holders.
    GrafTech International Ltd. (the “Company”) held its Annual Meeting of Stockholders on May 8, 2025 (the “Annual Meeting”). On March 10, 2025, the record date for the Annual Meeting, 257,420,400 shares of common stock were outstanding and entitled to vote. Final results for the proposals submitted for a vote of stockholders at the Annual Meeting are set forth below. The proposals below are described in more detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on April 3, 2025.

    Proposal 1 - Elect two directors for a three-year term or until their successors are elected and qualified. Michel J. Dumas and Eric V. Roegner were elected. The voting results were as follows:
    NomineeForAgainstAbstainBroker Non-Votes
    Michel J. Dumas108,813,20819,116,108167,24651,292,328
    Eric V. Roegner127,193,266736,048167,24851,292,328

    Proposal 2 - Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025. Proposal 2 was approved. The voting results were as follows:

    ForAgainstAbstentions
    177,415,6121,521,471451,807

    Proposal 3 - Approve, on an advisory basis, our named executive officer compensation. Proposal 3 was approved. The voting results were as follows:

    ForAgainstAbstentionsBroker Non-Votes
    123,096,3614,063,184937,01751,292,328


    Proposal 4 - Vote, on an advisory basis, on the frequency of the advisory vote on our named executive officer compensation. The option of “every one year” was approved as the frequency with which stockholders are provided a non-binding advisory vote on named executive officer compensation. The voting results were as follows:

    Every One YearEvery Two YearsEvery Three YearsAbstentionsBroker Non-Votes
    127,795,47450,726141,078109,28451,292,328





    SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    GRAFTECH INTERNATIONAL LTD.
     
     
    Date:May 9, 2025By:/s/ Rory O’Donnell
    Rory O’Donnell
    Chief Financial Officer and Senior Vice President


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