GrafTech International (EAF) Proxy Filing summary

Executive summary

• A Special Meeting of Stockholders will be held virtually to vote on a reverse stock split and a proportional reduction in authorized shares, with the Board having discretion over the timing and ratio (between 1-for-7 and 1-for-15) within one year of approval.

• The primary objective is to increase the per share price to meet NYSE listing requirements, as the stock recently fell below the $1.00 minimum for 30 consecutive trading days.

• The Board recommends voting in favor of the proposal, citing enhanced marketability, liquidity, and compliance with exchange standards.

• If approved, the Board may choose not to implement the split if deemed not in the best interests of stockholders.

• No material changes to stockholder rights or par value are anticipated, and the split will not affect the aggregate equity of stockholders.

Voting matters and shareholder proposals

• The sole proposal is to amend the Certificate of Incorporation to effect a reverse stock split and reduce authorized shares, with a required approval threshold of 66 2/3% of outstanding shares.

• Abstentions and broker non-votes will count as votes against the proposal, but brokers may vote uninstructed shares as the matter is considered routine.

• Stockholders may submit proposals for the 2026 Annual Meeting by December 4, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board retains full discretion to determine whether, when, and at what ratio to implement the reverse split and share reduction within one year of approval.

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