GrafTech International Ltd. (EAF)
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May 7, 2026, 4:00 PM EDT - Market closed
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AGM 2022

May 12, 2022

Operator

Hello, and welcome to the 2022 annual meeting of stockholders of GrafTech International Ltd. Please note that today's meeting is being recorded. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the Messages tab. It is now my pleasure to turn today's meeting over to Mr. Denis Turcotte, Chairman of the Board of Directors of GrafTech International Ltd. Mr. Turcotte, the floor is yours.

Denis Turcotte
Chairman of the Board, GrafTech International

Thank you, operator. Good morning, ladies and gentlemen. Will the meeting please come to order? My name is Denis Turcotte, and I am the Non-Executive Chairman of the Board of Directors of GrafTech International Limited. I will act as Chair of the meeting. I would like to welcome you to the 2022 annual meeting of stockholders of GrafTech International. In light of COVID-19 pandemic and in the interest of protecting the health and safety of our stockholders and employees, the board of directors determined the annual meeting will be held in a virtual format via the Internet. I call your attention to the rules of conduct set forth for this meeting. These were made available to each stockholder, excuse me, on the right side of the screen.

If you need a copy of the annual report or the proxy statement, you can also find links to these in the Documents section. Stockholders may submit questions online at any time during the meeting in the space provided on the virtual meeting screen by clicking on the Q&A dialogue icon in the upper right corner of the meeting center screen. During the annual meeting, questions from stockholders should pertain to the proposals being considered at that particular time. Stockholders wishing to ask other questions will be given an opportunity to do so following the meeting. Questions on a similar topic may be addressed with a single answer. After introducing the directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon.

First, allow me to introduce the members of our board of directors, all of whom are in attendance at the meeting. Brian Acton, President of Pac Basin Resources, Sierra Minerals, and Px Carbon. Catherine Clegg, former Vice President, Workforce Strategy, Global Human Resources of General Motors. Michel Dumas, former Executive Vice President, Finance, and Chief Financial Officer of Tembec. Leslie Dunn, former Senior Vice President of Business Development and General Counsel of CONSOL Energy. Debra Fine, Chair and Founder of Fine Capital Partners. Jean-Marc Germain, Chief Executive Officer of Constellium. David Gregory, Managing Partner of Investments in the Private Equity Group of Brookfield Asset Management. Henry Keizer, former Deputy Chair and Chief Operating Officer of KPMG. David Rintoul, Chief Executive Officer and President of GrafTech International. Anthony Taccone, Founding Partner and Co-owner of First River.

I would now like to invite David Rintoul to introduce his senior management team.

David Rintoul
CEO and President, GrafTech International

Thank you, Denis, and good morning, ladies and gentlemen. It is with great pleasure that I would like to introduce our senior management team, all of whom are in attendance at the meeting. Tim Flanagan, Chief Financial Officer and Vice President of Finance and Treasurer. Quinn Coburn, Senior Vice President. Jeremy Halford, Executive Vice President and Chief Operating Officer. Iñigo Pérez-Ortiz, Senior Vice President, Commercial. Jessica Johnston, Vice President, Human Resources, and Gina Gunning, Chief Legal Officer and Corporate Secretary.

Denis Turcotte
Chairman of the Board, GrafTech International

Thanks, Dave. Also present at this meeting are representatives of the corporation's independent registered public accounting firm, Deloitte & Touche, represented by Tracy Bai and Nicolette Cason. Although the Deloitte representatives have indicated they do not wish to make a statement, they are available to respond to appropriate questions during the general question period. Now on to the formal proceedings. We now turn to the proceedings of today's meetings, which are governed by Delaware law and our amended and restated bylaws. The agenda of this meeting is included in the notice of annual meeting sent to the stockholders with the proxy statement and annual report.

The corporate secretary has advised me that she is in possession of the affidavit of mailing, which states that the notice of meeting and accompanying proxy materials, including the proxy statement and the annual report, were mailed commencing on April 7th of this year to all stockholders of record on March 15th. The affidavit will be filed with the meeting minutes. A list of stockholders on the record date is also available at this meeting for review in the virtual meeting portal. Corporation has appointed Computershare Trust Company to act as inspector of election, represented here today by Tammy Marshall.

I have received the preliminary certificate of the inspector to the effect that there are one or more stockholders present in person or represented by proxy or by voting instructions entitled to cast in the aggregate at least the majority of the votes attaching to the 261,260,729 outstanding shares of common stock entitled to vote at this meeting. Consequently, there is a quorum present in accordance with the amended and restated bylaws of the corporation, and the meeting is properly constituted for the transaction of the business for which it has been called. We'll now turn to the items on the agenda, which are proposal one. The election of four members of the board of directors for a three-year term and one member for a one-year term, or until their successors are elected and qualified.

Proposal two, the ratification of the selection of Deloitte & Touche as the corporation's independent registered public accounting firm for the 2022 fiscal year. Proposal three, the approval on an advisory basis of our named executive officer compensation. The inspector of election has already received the ballot with respect to the proxy solicited by the board of directors. If any stockholder in attendance wishes to vote their shares, you may cast your vote online via the virtual meeting system. We'll now vote on these items. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote need not take any further action.

The polls will remain open for about another minute, and then the Computershare representative will close the online voting system. We'll now pause for a minute to give people an opportunity. The online voting will now be closed. The inspector has advised me that based on the preliminary review of the votes cast, each of the five director nominees were duly elected, and that proposals two and three received a majority of the voting power of the shares present in person or by proxy at the meeting and entitled to vote thereon. The corporate secretary will record the exact vote count for all proposals in the minutes. The final results will be disclosed in a Form 8-K to be filed with the Securities and Exchange Commission on or before May 18th of this year.

Ladies and gentlemen, I now declare the formal portion of the annual meeting of stockholders of GrafTech International adjourned. We will now proceed to the question period. I would invite any stockholder or a stockholder proxy to ask a question. If you wish to ask a question, please submit your questions in the space provided on the virtual meeting screen by clicking on the Q&A dialogue icon in the upper right corner of meeting center screen. Your question must include your name and whether you are a stockholder or a proxy. If you are acting as a proxy, please also name the stockholder you represent. I would ask you to be brief in your questions in order to allow all those who wish to do so to participate. We will allow a maximum of three minutes for addressing each question or comment.

Questions should be addressed to me, the CEO or the CFO. Operator.

Operator

At this time, we would like to take any questions you might have for us. To ask a question, click on the Q&A icon to submit your question or comment. I show no questions at this point.

Denis Turcotte
Chairman of the Board, GrafTech International

Thank you. As there are no questions.

Operator

I'll turn it back over to you.

Denis Turcotte
Chairman of the Board, GrafTech International

Okay. Thank you, operator. As there are no questions, I want to thank all of our stockholders for their continuing support.

Operator

This concludes the presentation. You may now disconnect.

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