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): July 27, 2023
GRAFTECH INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
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| 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:
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| ☐ | 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:
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| 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 (§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. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 27, 2023, the Human Resources and Compensation Committee of the Board of Directors of GrafTech International Ltd. (the “Company”) approved, and the Company’s indirect subsidiary entered into, a Benefits Addendum (the “Benefits Addendum”) with Iñigo Perez Ortiz, the Company’s Senior Vice President, Commercial and CTS. The Benefits Addendum provides that Mr. Perez Ortiz will be eligible to receive a severance if he is terminated by the Company’s indirect subsidiary without Cause (as defined in the Benefits Addendum) in an amount equal to 12 months of his base salary at the rate in effect immediately prior to such termination. The severance is payable in substantially equal installments commencing on the 60th day following the date of such termination and ending on the last payroll date of such 12-month period (with the first installment payment including all amounts that would have been paid to him in accordance with the Company’s indirect subsidiary’s payroll practices if such payments had begun on the date of such termination).
The foregoing description of the Benefits Addendum is qualified by the text of the addendum, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
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| Item 9.01 | Financial Statements and Exhibits. |
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| (d) Exhibits. |
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| 10.1 | |
| 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.
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| | GRAFTECH INTERNATIONAL LTD. |
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| | |
| Date: | July 27, 2023 | By: | /s/ Timothy K. Flanagan |
| | | Timothy K. Flanagan |
| | | Chief Financial Officer,
Senior Vice President Finance and Treasurer |
