UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2024

GRAFTECH INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

Delaware	1-13888	27-2496053
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No)

982 Keynote Circle

Brooklyn Heights, OH 44131

(Address of principal executive offices) (Zip Code)

(216) 676-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

   

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	EAF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

GrafTech International Ltd. (the “Company”) held its Annual Meeting of Stockholders on May 9, 2024 (the “Annual Meeting”). On March 13, 2024, the record date for the Annual Meeting, 257,161,175 shares of common stock were outstanding and entitled to vote. Final results for the proposals submitted for a vote of stockholders at the Annual Meeting are set forth below. The proposals below are described in more detail in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on April 2, 2024.

Proposal 1 - Elect two directors for a three-year term or until their successors are elected and qualified. Debra Fine and Anthony R. Taccone were elected. The voting results were as follows:

Nominee	For	Withhold	Broker Non-Votes
Company’s Board-Recommended Nominees
Debra Fine	132,592,051	87,020,846	0
Anthony R. Taccone	146,863,525	72,749,372	0
Nilesh Undavia et. al. Nominee
Nilesh Undavia	86,961,708	134,106,356	0

Proposal 2 - Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2024. Proposal 2 was approved. The voting results were as follows:

For	Against	Abstentions
221,040,259	1,834,339	549,374

Proposal 3 - Approve, on an advisory basis, our named executive officer compensation. Proposal 3 was approved. The voting results were as follows:

For	Against	Abstentions	Broker Non-Votes
193,704,063	25,871,583	1,533,607	2,314,719

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		GRAFTECH INTERNATIONAL LTD.
Date:	May 13, 2024	By:	/s/ Catherine Hedoux-Delgado
			Catherine Hedoux-Delgado
			Interim Chief Financial Officer and Treasurer