Save GrafTech, an investor group led by Nathan Milikowsky, a holder of over 11.2% of the common stock of GrafTech International Ltd. (NYSE: GTI), today commented on the proxy alert issued by leading proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) in response to a letter it received from GrafTech.
On May 2, 2014, ISS recommended that GrafTech shareholders vote the BLUE proxy card FOR Karen Finerman, David Jardini and Nathan Milikowsky at GrafTech’s 2014 Annual Meeting of Stockholders to be held on May 15, 2014. ISS has recommended that GrafTech stockholders specifically “DO NOT VOTE" on the Company's white proxy card.
On May 6, 2014, GrafTech sent a letter to ISS, which requested ISS "immediately publicly correct certain material misstatements and omissions included in ISS’s report." ISS responded to the Company on May 7, 2014 in a proxy alert, which refuted and debunked the points raised in GrafTech’s letter and reiterated ISS’s recommendation that GrafTech’s shareholders vote the BLUE proxy card FOR all three Save GrafTech nominees, Karen Finerman, David Jardini and Nathan Milikowsky.
ISS’s response also referenced a lawsuit filed on May 7, 2014 against GrafTech by former GrafTech director Michael Nahl, alleging the company in its proxy statement "defames and disparages Mr. Nahl by falsely accusing him of corruption, dishonesty, conflict-of-interest, and breaches of fiduciary duty in discharging his duties as a director of GrafTech."
On behalf of Save GrafTech, Nathan Milikowsky said, “It is no surprise that GrafTech would publicly attack the only impartial proxy advisory firm that met with both sides in this contest for not supporting its long-serving, incumbent directors in this contested election. GrafTech’s latest action confirms what we have believed and tried to present to our fellow shareholders all along – that the incumbent Board is focused on a campaign of obfuscation, rather than on improving GrafTech’s operations and delivering value to its shareholders. It seems as if their approach is to attack any person or entity that doesn't agree with them, even shareholders, directors and completely impartial advisory firms who have carefully weighed the facts.”