GrafTech (EAF) investors approve directors, auditor and executive pay

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

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.

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"

Understanding 8-K Material Events →

05/08/2026 - 04:20 PM

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

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 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

Source: View Original Filing on SEC EDGAR

FAQ

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.

How did GrafTech (EAF) shareholders vote on executive compensation?

Shareholders approved named executive officer compensation on an advisory basis. The proposal received 9,007,892 votes for, 272,642 against, and 549,491 abstentions, with 10,617,785 broker non‑votes, indicating general, though not unanimous, support for the company’s pay programs.

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.

How many GrafTech shares were entitled to vote at the 2026 meeting?

As of the March 9, 2026 record date, 25,988,349 shares of GrafTech common stock were outstanding and entitled to vote. This figure represents the voting base used to determine quorum and support levels for directors, auditor ratification, and executive compensation proposals.

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.

Filing Exhibits & Attachments

3 documents