GrafTech Announces Cooperation Agreement with Stockholder Nilesh Undavia
10 Enero 2025 - 3:45PM
Business Wire
GrafTech International Ltd. (NYSE: EAF) (“GrafTech” or the
“Company”) today announced that it has entered into a cooperation
agreement (the “Cooperation Agreement”) with one of the Company’s
largest stockholders, Mr. Nilesh Undavia, who owns approximately
6.7% of the Company’s outstanding common stock.
Pursuant to the Cooperation Agreement, GrafTech has appointed
Sachin Shivaram to the Board of Directors of the Company (the
“Board”), effective immediately. Additionally, GrafTech and Mr.
Undavia will work together to identify a mutually agreed upon
independent candidate to nominate for election to the Board at the
2025 annual meeting of stockholders of the Company (the “2025
Annual Meeting”), although if the parties are unable to find a
mutually agreeable candidate in time for inclusion on the ballot of
the 2025 Annual Meeting, they will continue to work together to
find a mutually agreeable candidate to be appointed as a director
on the Board.
“We appreciate the constructive dialogue we have had with Mr.
Undavia over the course of the past year and believe that the
appointment of Mr. Shivaram is in the best interests of the Company
and our stockholders given Mr. Shivaram’s vast experience in the
steel industry,” said Henry R. Keizer, Chair of the Board of
GrafTech.
“I want to express gratitude for the collaborative engagement I
have had with the Company over the past year, culminating in the
selection and acceptance of a highly qualified, independent Board
candidate, Mr. Shivaram. Stockholders will benefit from the
expertise of Mr. Shivaram, who is highly accomplished in the global
metals industry,” said Mr. Undavia.
Mr. Shivaram has served as the Chief Executive Officer of
Wisconsin Aluminum Foundry Company, Inc., a century-old,
family-owned manufacturer of aluminum and copper-based alloy
castings, since 2019. Mr. Shivaram began his career at
ArcelorMittal S.A., one of the world’s largest steel and mining
companies, rising to the head of strategy and marketing for a
business unit with production facilities across North and South
America. Mr. Shivaram serves on the board of directors of Lodge
Manufacturing Company, Broadwind, Inc., Vollrath Company, LLC and
the Green Bay Packers, Inc. He also serves on the board of the
Wisconsin Council on Workforce Investment and is a trustee of
Lawrence University. He earned a Bachelor of Arts in history and
literature from Harvard University, a Masters in social and
political sciences from the University of Cambridge and a Juris
Doctor from Yale Law School. He is a bar-certified attorney.
In connection with the appointment of Mr. Shivaram, Mr. Undavia
has agreed to customary standstill provisions and voting
commitments during the term of the Cooperation Agreement. The
Company will file the Cooperation Agreement as an exhibit to a
Current Report on Form 8-K with the United States Securities and
Exchange Commission (“SEC”).
Jones Day is serving as legal advisor to the Company. Vinson
& Elkins L.L.P. is serving as legal advisor to Mr. Undavia.
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.
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Securities Litigation Reform Act of 1995. Forward-looking
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expectations contemplated by us will be achieved. Our expectations
and targets are not predictions of actual performance and
historically our performance has deviated, often significantly,
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Regarding Forward-Looking Statements” and “Risk Factors” sections
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Michael Dillon 216-676-2000
GrafTech (NYSE:EAF)
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