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 13, 2021
GRAFTECH INTERNATIONAL LTD.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-13888 | 27-2496053 | ||||||
| (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 class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common stock, $0.01 par value per share | EAF | New 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 (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 5.07 | Submission of Matters to a Vote of Security Holders | ||||
GrafTech International Ltd. (the “Company”) held its 2021 Annual Meeting of Stockholders on May 13, 2021 (the “Annual Meeting”). On March 16, 2021, the record date for the Annual Meeting, 267,235,189 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 8, 2021.
Proposal 1 - Elect three directors for a three-year term or until their successors are elected and qualified. The three nominees were elected. The voting results were as follows:
| Nominee | For | Against | Broker Non-Votes | ||||||||
| Catherine L. Clegg | 212,911,213 | 8,389,464 | 17,956,340 | ||||||||
| Jeffrey C. Dutton | 216,918,798 | 4,381,879 | 17,956,340 | ||||||||
| Anthony R. Taccone | 210,794,006 | 10,506,671 | 17,956,340 | ||||||||
Proposal 2 – Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2021. Proposal 2 was approved. The voting results were as follows:
| For | Against | Abstentions | ||||||
| 238,437,569 | 806,019 | 13,429 | ||||||
Proposal 3 - Approve, on an advisory basis, our named executive officer compensation. Proposal 3 was approved. The voting results were as follows:
| For | Against | Abstentions | Broker Non-Votes | ||||||||
| 179,372,943 | 40,668,637 | 1,259,097 | 17,956,340 | ||||||||
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: | May 14, 2021 | By: | /s/ Quinn J. Coburn | ||||||||
| Quinn J. Coburn | |||||||||||
| Chief Financial Officer, Vice President Finance and Treasurer | |||||||||||