GrafTech International (EAF) Proxy Filing summary

Executive summary

• Special Meeting scheduled for August 14, 2025, to be held virtually for all stockholders of record as of June 30, 2025.

• Main proposal is to approve a reverse stock split at a ratio between 1-for-7 and 1-for-15, with a proportional reduction in authorized shares.

• The Board recommends voting FOR the proposal and retains discretion on timing and ratio within one year of the meeting.

• The reverse split aims to increase share price to meet NYSE listing requirements and improve marketability and liquidity.

• Proxy materials are available online, and voting can be done by mail, phone, internet, or during the virtual meeting.

Voting matters and shareholder proposals

• Only one proposal is up for vote: the reverse stock split and corresponding authorized share reduction.

• Approval requires at least 66 2/3% of outstanding shares; abstentions and broker non-votes count as against.

• No other matters are planned, but proxies may vote on any new business that arises.

• Stockholder proposals for the 2026 Annual Meeting must be received by December 4, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board has full discretion to determine if and when to implement the reverse split and at what ratio within the approved range.

• Board's decision will consider market conditions, NYSE compliance, and company interests.

• Executive officers and directors have no substantial interests in the proposal beyond their share ownership.