GrafTech (EAF) Board adopts annual frequency for executive pay votes

Rhea-AI Filing Summary

GrafTech International Ltd. filed an amended current report to update the outcome of its advisory vote on how often shareholders will weigh in on executive pay. At the recent annual meeting, shareholders favored holding this “say-on-pay” frequency vote every year.

Reflecting that advisory result and its prior practice, the Board of Directors decided the company will continue to hold an annual shareholder advisory vote on the compensation of its named executive officers. This annual schedule will remain in place until the next required shareholder vote on frequency, which must occur no later than the company’s 2031 annual meeting.

0000931148true00009311482025-05-082025-05-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 8, 2025

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. ☐

EXPLANATORY NOTE

Pursuant to Item 5.07(d) of Form 8-K, GrafTech International Ltd. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Current Report on Form 8-K originally filed on May 9, 2025 (the “Initial 8-K”). The Initial Form 8-K reported the voting results from the Company’s Annual Meeting of Stockholders held on May 8, 2025 (the “Annual Meeting”). The sole purpose of this Amendment is to update the disclosure under “Item 5.07 Submission of Matters to a Vote of Security Holders” to disclose the determination of the Board of Directors of the Company as to the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Initial 8-K.

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

At the Annual Meeting, the Company’s stockholders voted, on an advisory basis, on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers (the “Say-on-Frequency Proposal”). As reported in the Initial 8-K, the option of “every one year” received the highest number of votes cast by stockholders on the Say-on-Frequency Proposal. Based on the Company’s prior practice of annual advisory votes on compensation of its named executive officers and the results of the advisory vote on the Say-on-Frequency Proposal, the Board of Directors has determined that the Company will hold a stockholder advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on frequency of advisory votes on the compensation of the Company’s named executive officers, which is required to occur no later than the Company’s annual meeting of stockholders in 2031.

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:			September 5, 2025			By:			/s/ Rory O’Donnell
									Rory O’Donnell
									Chief Financial Officer and Senior Vice President

FAQ

What did GrafTech International Ltd. (EAF) change in this 8-K/A filing?

GrafTech updated its prior current report to disclose the Board’s decision on how often shareholders will vote on executive compensation. The amendment clarifies that the company has now formally set the frequency for future advisory say-on-pay votes.

How often will GrafTech (EAF) hold advisory votes on executive compensation?

GrafTech decided to hold shareholder advisory votes on named executive officer compensation every year. This annual frequency reflects both the recent shareholder advisory vote results and the company’s existing practice of conducting say-on-pay votes each year.

What shareholder vote led to GrafTech’s frequency decision on say-on-pay?

At its annual meeting, GrafTech shareholders cast an advisory vote on how frequently to hold say-on-pay votes. The “every one year” option received the highest number of votes, guiding the Board’s determination to adopt an annual advisory vote schedule.

How long will GrafTech’s annual say-on-pay schedule remain in effect?

The annual advisory vote schedule will continue until the next required shareholder vote on frequency. That next frequency vote must occur no later than GrafTech’s annual meeting of stockholders in 2031, when shareholders can again express a preference.

Does this GrafTech (EAF) amendment change other information from the prior 8-K?

No, the amendment’s sole purpose is to update the disclosure about say-on-pay vote frequency. It does not modify or update any other information contained in the original current report filed after the annual stockholder meeting.