GrafTech International Ltd. (NYSE:GTI) (“GrafTech”) today announced that Egan-Jones Proxy Services (“Egan-Jones”), one of the nation’s leading proxy advisory firms, has recommended 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.
In its May 7, 2014 report, Egan-Jones stated 1:
We believe that support for voting the Management ballot is merited and that voting the Management ballot (WHITE PROXY CARD) is in the best interest of the Company and its shareholders. In arriving at that conclusion, we have considered the following factors:
- With the very recent appointment of Mr. Hawthorne as the new Chief Executive Officer, we believe that he should be allowed a decent interval to implement his plans and put his imprint on the Company with the oversight and assistance of a supportive, not divided, Board. Moreover, the nomination by the Company of new candidates for the Board bears the promise of additional, relevant expertise and new ideas.
- We are not convinced that the election of the Dissidents’ slate to the board of directors would work to the benefit of all shareholders.
- On the basis of their proposed plans for the Company, which we find unpersuasive, we believe that the Dissidents have failed to make a case that their joining the board would work to maximize the value of shareholder value.
- Furthermore, we are troubled by questions raised in the Company's investigation of leaks.
The Company's nominees appear qualified and we recommend a vote "FOR" the Management nominees.Commenting on the Egan-Jones report, GrafTech issued the following statement: We are pleased that both Egan-Jones and Glass Lewis & Co. (“Glass Lewis”) have issued unequivocal recommendations in favor of GrafTech’s seven highly-qualified and experienced director nominees, including our two new independent nominees. Both independent reports underscore that the Company’s Board and management team have a strong track record of value creation and a clear, winning strategy to drive long-term stockholder value. Moreover, both Egan-Jones and Glass Lewis acknowledge the importance of good corporate governance and ethics, and that the GrafTech board is independent, engaged, well-balanced and has extensive relevant industry experience.