Graftech International Ltd 8-K, filed Nov 1, 2021
Graftech International Ltd (EAF)
8-K
2021-11-01
For: 2021-10-29
View Original
Added on
April 07, 2026
About this 8-K
Graftech International Ltd filed this 8-K on November 1, 2021, reporting on events of October 29, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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): October 29, 2021
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No) | ||||||
(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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On November 1, 2021, GrafTech International Ltd. (the “Company”) announced that Quinn J. Coburn expressed his intention to retire from his position as Chief Financial Officer, Vice President Finance and Treasurer, effective November 29, 2021, but will remain with the Company as Senior Vice President through the 2022 Annual Meeting of Stockholders expected to be held on May 12, 2022 to help ensure a seamless transition. There have been no changes to Mr. Coburn’s compensation as a result of his new position. Timothy K. Flanagan, the former Executive Vice President, Chief Financial Officer of Cleveland-Cliffs Inc., will join the Company as its new Chief Financial Officer, Vice President Finance and Treasurer on November 29, 2021.
Mr. Flanagan, age 44, previously served as Executive Vice President, Chief Financial Officer of Cleveland-Cliffs Inc., a flat-rolled steel producer and supplier of iron ore pellets, from January 2017 to February 2019. Prior to being promoted to Executive Vice President, Chief Financial Officer of Cleveland-Cliffs, he held a variety of financial leadership roles at Cleveland-Cliffs since joining in 2008, including being responsible for the accounting, reporting, treasury and financial planning and analysis functions and serving as the Vice President, Corporate Controller and Chief Accounting Officer from March 2012 to December 2016. Most recently, Mr. Flanagan served as Chief Financial Officer of Benesch, Friedlander, Coplan & Aronoff, LLP, an AmLaw 200 law firm, since June 2019. He has a B.S. in Accounting from the University of Dayton and is a Certified Public Accountant licensed in Ohio.
The Company intends to enter into an indemnification agreement with Mr. Flanagan. The form of indemnification agreement was previously filed with the Securities and Exchange Commission on March 26, 2018 as Exhibit 10.15 to the Company’s Registration Statement on Form S‑1/A (Registration No. 333‑223791) and is incorporated herein by reference.
In connection with his employment, Mr. Flanagan will receive an annual base salary of $430,000. Mr. Flanagan’s base salary for 2021 will be prorated based on his start date. Beginning in 2022, Mr. Flanagan will participate in the Company’s performance-based annual cash incentive plan with a target opportunity of 75% of base salary. Mr. Flanagan will also be eligible to participate in the Company’s equity-based long-term incentive program with an annual target award of 140% of base salary, with participation beginning in 2022. In addition to the awards being made in 2022 pursuant to the equity-based long-term incentive program, Mr. Flanagan will receive an additional one-time grant of restricted stock units equivalent to $150,000 in 2022. Mr. Flanagan will be eligible to participate in Company-sponsored benefits, including health benefits, a 401(k) plan and a defined contribution retirement plan. Mr. Flanagan will also be eligible to receive 12 months of salary continuation as severance if his employment is terminated without cause (subject to a customary release of claims).
There are no family relationships between Mr. Flanagan and any other any director or executive officer of the Company and there are no arrangements or understandings between him and any other person pursuant to which he was selected for his position. There are no related person transactions involving Mr. Flanagan that would require disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company announcing the appointment of Mr. Flanagan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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: | November 1, 2021 | By: | /s/ Quinn J. Coburn | ||||||||
| Quinn J. Coburn | |||||||||||
| Chief Financial Officer, Vice President Finance and Treasurer | |||||||||||
EXHIBIT 99.1
Contact:
Adam Dible
216-676-2000
GrafTech Announces CFO Succession Plan
BROOKLYN HEIGHTS, Ohio - November 1, 2021 - GrafTech International Ltd. (NYSE:EAF) announced today that Quinn J. Coburn expressed his intention to retire from his position as Chief Financial Officer, Vice President Finance and Treasurer, effective November 29, 2021, but will remain with GrafTech as Senior Vice President through the 2022 Annual Meeting of Stockholders expected to be held on May 12, 2022 to help ensure a seamless transition. Timothy K. Flanagan, the former Executive Vice President and Chief Financial Officer of Cleveland-Cliffs Inc., will join GrafTech as its new Chief Financial Officer, Vice President Finance and Treasurer on November 29, 2021.
“I want to thank Quinn for his service at GrafTech for the last 11 years, including serving as GrafTech’s Chief Financial Officer since September 2015,” remarked David J. Rintoul, GrafTech’s President and Chief Executive Officer. “During Quinn’s tenure as Chief Financial Officer, he oversaw significant progress and tremendous shareholder value creation at GrafTech, including guiding GrafTech through its IPO in April 2018. I am confident Quinn will continue to make meaningful contributions to GrafTech as we transition the Chief Financial Officer role over to Tim.”
Mr. Flanagan previously served as Executive Vice President, Chief Financial Officer of Cleveland-Cliffs Inc. from January 2017 to February 2019. Prior to being promoted to Executive Vice President, Chief Financial Officer of Cleveland-Cliffs, he held a variety of financial leadership roles at Cleveland-Cliffs since joining in 2008, including being responsible for the accounting, reporting, treasury and financial planning and analysis functions and serving as the Vice President, Corporate Controller and Chief Accounting Officer from March 2012 to December 2016. Most recently, he served as Chief Financial Officer of Benesch, Friedlander, Coplan & Aronoff, LLP, an AmLaw 200 law firm, since June 2019. He has a B.S. in Accounting from the University of Dayton and is a Certified Public Accountant licensed in Ohio.
In his role as Chief Financial Officer, Vice President Finance and Treasurer, Mr. Flanagan will oversee GrafTech’s finance, investor relations, tax, and treasury functions.
Mr. Rintoul commented on Mr. Flanagan’s appointment, “Tim has over two decades of experience in senior financial positions, including as a Chief Financial Officer of a significant supplier to the steel industry. We look
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EXHIBIT 99.1
forward to benefiting from Tim’s in-depth knowledge of all aspects of corporate finance and his industry-related expertise.”
About GrafTech
GrafTech International Ltd. is a leading manufacturer of high-quality graphite electrode products essential to the production of electric arc furnace steel and other ferrous and non-ferrous metals. The Company has a competitive portfolio of low-cost, ultra-high power graphite electrode manufacturing facilities, including three of the highest capacity facilities in the world. We are the only large-scale graphite electrode producer that is substantially vertically integrated into petroleum needle coke, a key raw material for graphite electrode manufacturing. This unique position provides us with competitive advantages in product quality and cost.
Forward-looking statements
This press release contains forward-looking statements that reflect management's current views of future events and operations. You can identify these forward-looking statements by the use of forward-looking words such as “will,” “may,” “plan,” “estimate,” “project,” “believe,” “anticipate,” “expect,” “foresee,” “intend,” “should,” “would,” “could,” “target,” “goal,” “continue to,” “positioned to,” “are confident,” or the negative versions of those words or other comparable words. These forward-looking statements are based on information currently available to the Company as of the date of this press release. It is important to note that these forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including, but not limited to, the ability of the Company to implement its strategy and expand its operations. Certain of the risks and uncertainties to which the Company is subject are described in the “Forward Looking Statements” and “Risk Factors” sections in reports and statements filed by the Company with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update or revise these forward-looking statements to reflect new events or circumstances except as required by law.
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