GrafTech International (EAF) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 7, 2026, in a virtual format, with voting available online, by phone, mail, or during the meeting.

• Key proposals include electing two directors, ratifying the auditor, and an advisory vote on executive compensation.

• The company faced a challenging 2025, with sales volume up 6% but net sales down 6% and a net loss of $219.8 million.

• Adjusted EBITDA for 2025 was negative $9.1 million, and liquidity at year-end was $340 million with $1.1 billion in total debt.

Voting matters and shareholder proposals

• Proposal 1: Elect two directors (Jean-Marc Germain and Henry R. Keizer) for three-year terms.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for 2026.

• Proposal 3: Advisory approval of named executive officer compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board reduced to six members, divided into three classes, with majority independent directors.

• Recent board changes include new appointments and resignations to maintain class balance.

• All board committees (Audit, Human Resources and Compensation, Nominating and Corporate Governance) are composed entirely of independent directors.

• Directors are subject to stock ownership requirements and annual self-assessments.