GrafTech International Ltd. (NYSE:GTI) (“GrafTech”) today announced that Glass Lewis & Co. ("Glass Lewis"), a leading independent proxy advisory firm, recommends that GrafTech stockholders vote FOR the election of GrafTech’s seven highly-qualified and experienced director nominees, including two new independent nominees, on the WHITE proxy card at the Company’s May 15, 2014 Annual Meeting of Stockholders.
Glass Lewis’ May 1, 2014 report supports the Company’s position that GrafTech has the right Board, the right team and the right strategy to continue building shareholder value, that Nathan Milikowsky is not suitable to serve on the Board and that the Milikowsky Group does not have a realistic strategy 1:
- “We believe the Company has taken reasonable steps to reduce costs, including by closing its highest cost plants and reducing headcount in 2013. The Company already operates more efficiently than its peer group average on the basis of SG&A and EBITDA margins and proposed changes will further increase efficiency.”
- “[T]he board appointed a new CEO in January 2014 and nominated three first-time director candidates for election at the upcoming annual meeting, providing fresh perspective and bolstering its industry experience through the nomination of Mr. Danjczek.”
- “We believe the Company conducted a thorough internal investigation regarding the leak of insider information and see no reason to doubt its conclusion that Mr. Nathan Milikowsky was likely the source of such leaks and acted in a manner that is inconsistent with his fiduciary duty. We therefore believe it would be inappropriate to appoint Mr. Nathan Milikowsky to the board.”
- “[W]e do not believe the Dissident has presented any strategic plans that the Company is not already undertaking that would be advantageous or favorable to shareholders.”
- “Notably, we find limited basis to support the Dissident’s plan to reduce graphite electrode prices to capture additional market share. This plan ignores the logical response of other participants in the competitive graphite electrode space and could be disruptive at a time when prices are beginning to stabilize after a period of decline. Furthermore, the Dissident’s EBITDA projections rely on pricing that appears unrealistic in the current industry climate, in our view.”
Commenting on the Glass Lewis report, GrafTech issued the following statement: