EAF 8-K
Graftech International Ltd (EAF)
8-K
2025-03-10
For: 2025-03-07
View Original
Added on
April 07, 2026
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): March 7, 2025
(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 (§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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
As previously disclosed, on January 10, 2025, GrafTech International Ltd. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Mr. Nilesh Undavia, who beneficially owned as of January 10, 2025 approximately 6.7% of the outstanding common stock, par value $0.01, of the Company.
Pursuant to the Cooperation Agreement, the Company has agreed to, among other things, (i) work in good faith with Mr. Undavia to find a mutually agreeable independent candidate to nominate for election to the Board of Directors of the Company (the “Board”) as a Class I director at the annual meeting of stockholders of the Company (the “New Candidate”) and (ii) appoint the New Candidate to at least two committees of the Board.
Pursuant to the Cooperation Agreement, the Company and Mr. Undavia identified Eric V. Roegner as a mutually agreeable independent candidate for nomination to the Board. On March 7, 2025, the Board (i) increased the size of the Board from eight to nine members by adding a Class I directorship and (ii) appointed Eric V. Roegner as a Class I director, effective immediately, to fill the Class I directorship vacancy resulting from the increase of the size of the Board with his initial term expiring at the 2025 annual meeting of stockholders of the Company (“2025 Annual Meeting”).
Mr. Roegner was also appointed to the Audit Committee and Human Resources and Compensation Committee of the Board. The Board has determined that Mr. Roegner is independent under the New York Stock Exchange listing standards. Mr. Roegner will participate in the Company’s standard director compensation program for non-employee directors on a pro-rata basis, which is described on pages 20-23 of the Company’s Proxy Statement for its Annual Meeting of Stockholders held on May 9, 2024, which was filed with the United States Securities and Exchange Commission (“SEC”) on April 2, 2024. The Company intends to enter into an Indemnification Agreement with Mr. Roegner. The form of Indemnification Agreement was previously filed with the SEC 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. There are no related person transactions involving Mr. Roegner that would require disclosure pursuant to Item 404(a) of Regulation S-K.
On March 7, 2025, the Board also decreased the size of the Board from nine members to eight members by removing a Class I directorship effective at the 2025 Annual Meeting. The terms of the directors in Class I expire at the 2025 Annual Meeting. The Board’s current Class I directors are Diego Donoso, Michel J. Dumas, and Eric V. Roegner. The Board has determined to nominate Mr. Dumas and Mr. Roegner for re-election at the 2025 Annual Meeting as Class I directors.
A copy of the press release issued by the Company announcing the appointment of Mr. Roegner is attached 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)
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: | March 10, 2025 | By: | /s/ Rory O'Donnell | ||||||||
| Rory O'Donnell | |||||||||||
| Chief Financial Officer and Senior Vice President | |||||||||||
EXHIBIT 99.1
GrafTech Announces Appointment of New Board Member
BROOKLYN HEIGHTS, Ohio – (BUSINESS WIRE) – March 10, 2025 – GrafTech International Ltd. (NYSE:EAF) (the “Company” or “GrafTech”) today announced that its Board of Directors (the “Board”) has increased its size to provide for an additional director and appointed Eric V. Roegner as a director of the Company. The Board is now comprised of nine directors, of which eight are independent with the addition of Mr. Roegner, whose term expires at the 2025 Annual Meeting of Stockholders of GrafTech. Mr. Roegner was also appointed to the Audit Committee and Human Resources and Compensation Committee of the Board.
“I am pleased to welcome Eric as the newest member of our Board of Directors,” said Henry R. Keizer, Chair of the Board of GrafTech. “His significant experience positioning teams and operations in cyclical industries to maximize flexibility will further strengthen the skills and experience represented on our Board.”
Mr. Roegner has served in multiple positions at Amcor plc, a global developer and producer of packaging solutions across a variety of materials, and since January 2025 has served as the Executive Vice President, Integration and Special Projects. Prior to his role at Amcor, Mr. Roegner served in executive leadership roles with Arconic Inc. for over 12 years. Arconic, formerly known as Alcoa Inc., is a provider of aluminum sheet, plate and extrusions, as well as architectural products. Earlier in his career, Eric was a partner at McKinsey & Co. Eric holds a master’s degree in Business Administration from Case Western Reserve University in Cleveland, Ohio, and a bachelor’s degree in Aerospace and Mechanical Engineering from Princeton University.
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, with some 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, our key raw material for graphite electrode manufacturing. This unique position provides us with competitive advantages in product quality and cost.