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.
With the election of our recommended slate of directors, including Mr. Danjczek and Ms. Morris, over 70 percent of the GrafTech Board will have changed over the past five years, and the Board will be composed of seven highly-qualified and experienced directors, six of whom are independent.Furthermore, the Company maintains its commitment to adding representation from the Milikowsky Group’s slate to the Board after the Annual Meeting. The GrafTech Board expects that if all of the Company’s seven nominees are elected, either Karen Finerman, David Jardini or both would be invited to join the Board. In determining which candidates to invite to the Board, the Nominating Committee would consider the views of GrafTech’s stockholders and could also request an interview with Ms. Finerman, Mr. Jardini or both. GrafTech notes that, as previously announced on May 1, 2014, leading proxy advisory firm Glass Lewis recommends that GrafTech stockholders vote FOR all seven highly qualified and experienced director nominees on the WHITE proxy card at GrafTech’s Annual Meeting. In its report, Glass Lewis supports the Company’s position that GrafTech has the right Board, the right team and the right strategy to continue building stockholder value, that Nathan Milikowsky is not suitable to serve on the Board and that the Milikowsky Group does not have a realistic strategy. GrafTech stockholders are reminded that their vote is important, no matter how many or how few shares they own. Whether or not stockholders plan to attend the Annual Meeting, they have an opportunity to protect their investment in GrafTech by voting FOR GrafTech’s seven director nominees using the WHITE proxy card today.
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