GrafTech shareholders back directors and pay plans
GrafTech International Ltd. reported the results of its Annual Meeting of Stockholders held on May 7, 2026.
Rhea-AI Filing Summary
GrafTech International Ltd. reported the results of its Annual Meeting of Stockholders held on May 7, 2026. Stockholders elected Jean‑Marc Germain and Henry R. Keizer as directors for three‑year terms, with 9,018,146 and 9,583,429 votes in favor, respectively.
Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026 with 20,015,149 votes for. They also approved, on an advisory basis, the company’s named executive officer compensation, receiving 9,007,892 votes in favor. There were 25,988,349 shares outstanding and entitled to vote as of the March 9, 2026 record date.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares entitled to vote: 25,988,349 shares
Votes for Jean‑Marc Germain: 9,018,146 votes
Votes for Henry R. Keizer: 9,583,429 votes
+3 more
6 metrics
Shares entitled to vote
25,988,349 shares
Common stock outstanding as of March 9, 2026 record date
Votes for Jean‑Marc Germain
9,018,146 votes
Director election at May 7, 2026 Annual Meeting
Votes for Henry R. Keizer
9,583,429 votes
Director election at May 7, 2026 Annual Meeting
Auditor ratification support
20,015,149 votes for
Ratification of Deloitte & Touche LLP for 2026
Say-on-pay support
9,007,892 votes for
Advisory vote on named executive officer compensation
Broker non-votes on key items
10,617,785 shares
Director elections and say-on-pay proposal
Key Terms
broker non-votes, independent registered public accounting firm, named executive officer compensation, advisory basis, +1 more
5 terms
broker non-votes financial
"Nominee | For | Against | Abstain | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
named executive officer compensation financial
"Approve, on an advisory basis, our named executive officer compensation"
Pay and benefits disclosed for a company’s top executives identified in regulatory filings, including salary, bonuses, stock awards, option grants, pension contributions and other perks. Think of it as a public paycheck summary for senior managers that shows how they are rewarded and motivated. Investors use it to judge whether executive incentives align with shareholder interests, to assess potential costs and risks, and to evaluate corporate governance.
advisory basis financial
"Approve, on an advisory basis, our named executive officer compensation"
Annual Meeting of Stockholders financial
"held its Annual Meeting of Stockholders on May 7, 2026"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did GrafTech (EAF) announce in its latest 8-K filing?
GrafTech reported the final voting results from its May 7, 2026 Annual Meeting. Shareholders elected two directors, ratified Deloitte & Touche LLP as auditor for 2026, and approved executive compensation on an advisory basis, confirming support for current governance and pay practices.
Which directors were elected at GrafTech’s 2026 Annual Meeting?
Shareholders elected Jean‑Marc Germain and Henry R. Keizer to three‑year board terms. Germain received 9,018,146 votes for, and Keizer received 9,583,429 votes for, with relatively low abstentions and significant broker non‑votes reflecting shares held through intermediaries.
Was Deloitte & Touche LLP reapproved as GrafTech’s auditor for 2026?
Yes. Shareholders ratified Deloitte & Touche LLP as GrafTech’s independent registered public accounting firm for 2026. The proposal received 20,015,149 votes for, 410,627 against, and 22,034 abstentions, signaling broad shareholder acceptance of the company’s chosen auditor.
What are broker non-votes in GrafTech’s 2026 voting results?
Broker non‑votes occur when brokers hold shares in street name but lack instructions from beneficial owners on certain proposals. For GrafTech’s director elections and say‑on‑pay, broker non‑votes totaled 10,617,785, meaning those shares counted for quorum but not as votes for or against.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 7, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No) | ||||||
(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 | ||||||
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 7, 2026 (the “Annual Meeting”). On March 9, 2026, the record date for the Annual Meeting, 25,988,349 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 March 27, 2026.
Proposal 1 - Elect two directors for a three-year term or until their successors are elected and qualified. Jean-Marc Germain and Henry R. Keizer were elected. The voting results were as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Jean-Marc Germain | 9,018,146 | 807,346 | 4,533 | 10,617,785 | ||||||||||
| Henry R. Keizer | 9,583,429 | 241,683 | 4,913 | 10,617,785 | ||||||||||
Proposal 2 - Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026. Proposal 2 was approved. The voting results were as follows:
| For | Against | Abstentions | ||||||
| 20,015,149 | 410,627 | 22,034 | ||||||
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 | ||||||||
| 9,007,892 | 272,642 | 549,491 | 10,617,785 | ||||||||
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 8, 2026 | By: | /s/ Rory O’Donnell | ||||||||
| Rory O’Donnell | |||||||||||
| Chief Financial Officer and Senior Vice President | |||||||||||