GrafTech Reaches Cooperation Agreement with Stockholder Nilesh Undavia

GrafTech International Ltd. has entered into a cooperation agreement (the “Cooperation Agreement”) with one of its largest stockholders, Mr. Nilesh Undavia, who holds approximately 6.7% of the Company’s outstanding common stock. This collaboration underscores GrafTech’s commitment to aligning its governance and strategic priorities with stockholder interests.

As part of the agreement, GrafTech has appointed Sachin Shivaram to its Board of Directors, effective immediately. Mr. Shivaram’s appointment marks a significant step forward in strengthening the Company’s leadership team. Additionally, GrafTech and Mr. Undavia have agreed to work together to identify and nominate an independent candidate for election to the Board at the Company’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”). Should the parties be unable to identify a suitable candidate in time for the 2025 ballot, they will continue their collaboration to find an agreeable candidate for appointment to the Board.

“We appreciate the constructive dialogue we have had with Mr. Undavia over the course of the past year and believe that the appointment of Mr. Shivaram is in the best interests of the Company and our stockholders, given Mr. Shivaram’s vast experience in the steel industry,” stated Henry R. Keizer, Chair of the Board of GrafTech.

Mr. Undavia also expressed his satisfaction with the outcome of the collaboration. “I want to express gratitude for the collaborative engagement I have had with the Company over the past year, culminating in the selection and acceptance of a highly qualified, independent Board candidate, Mr. Shivaram. Stockholders will benefit from the expertise of Mr. Shivaram, who is highly accomplished in the global metals industry,” he said.

About Sachin Shivaram

Mr. Sachin Shivaram brings a wealth of experience to GrafTech’s Board. Since 2019, he has served as the Chief Executive Officer of Wisconsin Aluminum Foundry Company, Inc., a family-owned manufacturer specializing in aluminum and copper-based alloy castings. His career began at ArcelorMittal S.A., one of the largest steel and mining companies globally, where he advanced to the position of head of strategy and marketing for a business unit operating facilities across North and South America.

Mr. Shivaram’s extensive governance experience includes serving on the boards of Lodge Manufacturing Company, Broadwind, Inc., Vollrath Company, LLC, and the Green Bay Packers, Inc. Additionally, he contributes to workforce development as a member of the Wisconsin Council on Workforce Investment and serves as a trustee of Lawrence University.

Academically, Mr. Shivaram holds a Bachelor of Arts in history and literature from Harvard University, a Master’s in social and political sciences from the University of Cambridge, and a Juris Doctor degree from Yale Law School. He is also a bar-certified attorney, further underscoring his multifaceted expertise.

Key Terms of the Cooperation Agreement

In conjunction with Mr. Shivaram’s appointment, Mr. Undavia has agreed to certain customary provisions. These include standstill commitments and voting agreements during the term of the Cooperation Agreement, aimed at fostering stability and mutual alignment between the Company and its stockholders.

GrafTech plans to file the Cooperation Agreement as an exhibit to a Current Report on Form 8-K with the United States Securities and Exchange Commission (SEC), ensuring full transparency of the agreement’s terms.

Advisors

The Company is being advised by Jones Day as its legal counsel, while Vinson & Elkins L.L.P. is serving as the legal advisor to Mr. Undavia.

About GrafTech

GrafTech International Ltd. is a global leader in the production of high-quality graphite electrode products essential for the manufacturing of electric arc furnace (EAF) steel, along with other ferrous and non-ferrous metals. The Company boasts a competitive portfolio of low-cost, ultra-high-power graphite electrode manufacturing facilities. These facilities are among the largest in the world, providing GrafTech with unparalleled production capacity.

A key differentiator for GrafTech is its vertical integration into petroleum needle coke, the primary raw material used in graphite electrode manufacturing. This integration ensures the Company’s ability to control product quality while maintaining cost efficiency, positioning it competitively in the global market.

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