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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