Item 8.01 Other Events

On May 27, 2021, BCP IV GrafTech Holdings LP (the "Selling Stockholder") completed the sale of 20,000,000 shares of the common stock, $0.01 par value per share (the "Common Stock"), of GrafTech International Ltd. (the "Company") in an underwritten public offering (the "Offering"). Upon completion of the Offering, the Selling Stockholder beneficially owned approximately 24.3% of the outstanding Common Stock.

Pursuant to the Stockholder Rights Agreement (the "Stockholder Rights Agreement"), dated as of April 23, 2018, entered into by and between the Company and the Selling Stockholder, in the event that the Selling Stockholder does not own or control at least twenty-five percent (25%) of the outstanding Common Stock, the Selling Stockholder shall promptly cause all directors that the Selling Stockholder has a right to designate for nomination under the Stockholder Rights Agreement to promptly tender their resignations from the board of directors of the Company (the "Board"). The current Board members that are designated by the Selling Stockholder are Messrs. Turcotte, Gregory, and Dutton (collectively, the "Designated Directors"). The Board (excluding the Designated Directors) shall have the right, but not the obligation, to accept the Designated Directors' resignations. If the Board (excluding the Designated Directors) votes to accept such resignations, the Designated Directors shall cease to be members of the Board. If the Board (excluding the Designated Directors) votes not to accept such resignations, the Designated Directors shall continue to serve as members of the Board until the next annual meeting of the Company's stockholders, regardless of the time remaining in their respective terms of office.

In accordance with the Stockholder Rights Agreement, after the consummation of the Offering, Messrs. Turcotte, Gregory and Dutton promptly tendered their resignations from the Board with the effectiveness of such resignations conditioned upon the Board's (excluding the Designated Directors) acceptance thereof. In determining whether to accept or decline the Designated Directors' tendered resignations, the Board (excluding the Designated Directors) considered, among other things, a number of factors relative to the best interests of the Company and its stockholders, including an orderly Board succession process. After consideration and discussion, the Board (excluding the Designated Directors) determined that not accepting the resignations of the Designated Directors would be in the best interests of the Company and its stockholders. The Board (excluding the Designated Directors) unanimously voted on June 1, 2021 to decline each of the Designated Directors' offer of resignation. Accordingly, each of the Designated Directors will continue to serve as members of the Board until the next annual meeting of the Company's stockholders, subject to their earlier retirement, resignation, or removal.

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