GrafTech International (EAF) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 8, 2025, with voting on key proposals including director elections, auditor ratification, executive compensation, and the frequency of say-on-pay votes.

• 2024 saw a 13% increase in sales volume but a 13% decrease in net sales, with a net loss of $131 million, improved from a $255 million loss in 2023.

• Cost rationalization and footprint optimization initiatives led to a 23% reduction in cash cost of goods sold per metric ton and a $40 million reduction in working capital.

• Liquidity at year-end 2024 was $464.2 million, with gross debt of $1.1 billion.

• Actions for 2025 include a 15% price increase on uncommitted volume and a focus on higher-margin regions.

Voting matters and shareholder proposals

• Proposals include electing two directors for three-year terms, ratifying Deloitte & Touche LLP as auditor, approving executive compensation, and setting the frequency of say-on-pay votes (recommended: annually).

• Shareholders of record as of March 10, 2025, are eligible to vote.

Board of directors and corporate governance

• The board is divided into three classes, with nine members (eight independent), and will reduce to eight after the annual meeting.

• Recent changes include new appointments and resignations, with a focus on board refreshment and diversity of skills.

• All board committees are composed entirely of independent directors.

• Directors are subject to stock ownership requirements and anti-hedging policies.