Welcome!

News Feed Item

“Save GrafTech” Comments on ISS Response to Letter from Graftech CEO

Save GrafTech, an investor group led by Nathan Milikowsky, a holder of over 11.2% of the common stock of GrafTech International Ltd. (NYSE: GTI), today commented on the proxy alert issued by leading proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) in response to a letter it received from GrafTech.

On May 2, 2014, ISS recommended that GrafTech shareholders vote the BLUE proxy card FOR Karen Finerman, David Jardini and Nathan Milikowsky at GrafTech’s 2014 Annual Meeting of Stockholders to be held on May 15, 2014. ISS has recommended that GrafTech stockholders specifically “DO NOT VOTE" on the Company's white proxy card.

On May 6, 2014, GrafTech sent a letter to ISS, which requested ISS "immediately publicly correct certain material misstatements and omissions included in ISS’s report." ISS responded to the Company on May 7, 2014 in a proxy alert, which refuted and debunked the points raised in GrafTech’s letter and reiterated ISS’s recommendation that GrafTech’s shareholders vote the BLUE proxy card FOR all three Save GrafTech nominees, Karen Finerman, David Jardini and Nathan Milikowsky.

ISS’s response also referenced a lawsuit filed on May 7, 2014 against GrafTech by former GrafTech director Michael Nahl, alleging the company in its proxy statement "defames and disparages Mr. Nahl by falsely accusing him of corruption, dishonesty, conflict-of-interest, and breaches of fiduciary duty in discharging his duties as a director of GrafTech."

On behalf of Save GrafTech, Nathan Milikowsky said, “It is no surprise that GrafTech would publicly attack the only impartial proxy advisory firm that met with both sides in this contest for not supporting its long-serving, incumbent directors in this contested election. GrafTech’s latest action confirms what we have believed and tried to present to our fellow shareholders all along – that the incumbent Board is focused on a campaign of obfuscation, rather than on improving GrafTech’s operations and delivering value to its shareholders. It seems as if their approach is to attack any person or entity that doesn't agree with them, even shareholders, directors and completely impartial advisory firms who have carefully weighed the facts.”

Mr. Milikowsky added, “GrafTech’s Board has a history of launching public smear campaigns against individuals who disagree with them, and we are pleased that Mr. Nahl’s lawsuit is seeking to hold them accountable for their actions. We strongly urge shareholders to follow ISS’s recommendation by voting for all three Save GrafTech nominees and finally unseating three GrafTech directors who have overseen massive value destruction and are willing to attack any person or organization who threatens their continued entrenchment. It is time for your Board to represent you, the owners of the business, and cease wasting your money on personal attacks unrelated to the performance of the business.”

ISS’s response to GrafTech’s letter noted*:

In response to GrafTech’s assertion that it is "highly misleading for ISS to refer to the Company as underperforming or as a troubled company":

  • “The TSR analysis demonstrated underperformance versus the median of GrafTech's graphite electrode peers by 169 percentage points (ppts), 36 ppts, and 32 ppts, respectively, over the 10-, 5- and 3-year periods through the date [Save GrafTech] announced they would run a proxy contest. The 11-paragraph analysis of operating and financial performance, which begins with the observation that ‘The decline of the company's profitability, notably EBIT, EPS, Cash Flow, ROA and ROE, since 2008 is apparent,’ walks the reader through a trend analysis of these and other key performance metrics. The M&A Edge report to which the company's letter specifically refers also prominently features two tables summarizing key financial metrics and ratios, drawn from Bloomberg data, to illustrate this analysis.”

In response to GrafTech’s assertion that it “has not stated that Nathan Milikowsky has deep understanding of the industry or could bring significant strengths as a director” and that the Company’s acknowledgement of Mr. Milikowsky’s “financial acumen and deep understanding the industry” is “blatantly false and wrongly attributed to the Company”:

  • “These statements in the ISS report were based on comments from GrafTech directors during the engagement meeting with ISS, and were recorded in contemporaneous notes taken by the research analyst during that engagement meeting. They are consistent with other company statements which are part of the public record, as when during the Q1 2010 earnings call the company's former CEO and current executive Chair, Craig Shular, observed to analysts and investors that Milikowsky ‘is a very experienced steel industry executive who brings very valuable business experience to our Board.’”

In response to GrafTech’s assertions that the statement that Save GrafTech “nominees Milikowsky and Jardini were responsible, as ‘…co-founders and managers of C/G Electrodes and Seadrift Coke, [for] growing that company from an initial investment of $6 million in 2003 to a valuation of $850 million at its sale to GrafTech seven years later’ is "materially misleading.”:

  • “That two of the [Save GrafTech] nominees built a $6 million investment into a company they sold to GrafTech seven years later for $850 million is material to the credentials of these nominees, regardless of whether their growth strategy included strategic acquisitions. That the business itself was apparently so valuable these nominees were able, in the midst of the financial crisis, to secure additional loans from investors, also speaks to the credibility of their industry knowledge and experience.”

In response to GrafTech’s assertion that Mr. Milikowsky’s review proposal included a provision that he “could not be removed from the Board if – once again – he did not like or disagreed with the results of such review.”:

  • “In an April 13, 2014 letter to current GrafTech CEO Joel Hawthorne outlining his offer, subsequently filed with the SEC and is available to all shareholders, Milikowsky stated unequivocally that "Should the law firm conclude that I do not [meet GrafTech's standards for membership on the Board of Directors], I would promptly resign."

In response to GrafTech’s criticism that ISS’s commentary on the Special Committee investigation and subsequent settlement proposals "conspicuously omits any description, timeline, or discussion of key events.":

  • “ISS elected not to reproduce chapter and verse of the company's version of events. Instead, as the ISS reports made clear, ISS elected to highlight for clients the proposals each side has made to resolve this impasse through independent third party review, and what the details of those proposals suggest about the relative confidence each side has in what the evidence will show.”

Save GrafTech’s proxy statement and presentation are available at www.sec.gov and www.SaveGrafTech.com. Save GrafTech urges shareholders to vote the BLUE proxy card FOR all three of Save GrafTech’s director nominees today.

* Permission to use quotations neither sought nor obtained

Your Vote Is Important, No Matter How Many Shares You Own.

If you have questions about how to vote your shares on the BLUE proxy card,

or need additional assistance, please contact the firm assisting us in the proxy solicitation:

D.F. King & Co., Inc.

Shareholders Call Toll-Free: (800) 628-8532

Banks and Brokers Call Collect: (212) 269-5550

Email: [email protected]

IMPORTANT

WE URGE YOU NOT TO SIGN ANY WHITE PROXY CARD SENT TO YOU BY GRAFTECH

On April 15, 2014 Nathan Milikowsky, Daniel Milikowsky, NM GTI Investments LLC, The Daniel Milikowsky Family Holdings, LLC, The Daniel and Sharon Milikowsky Family Foundation, Inc., and The Rebecca and Nathan Milikowsky Family Foundation (collectively, “Save GrafTech”) filed with the Securities and Exchange Commission (the “SEC”) and began distributing to the stockholders of GrafTech International, Ltd. (the “Company”) a definitive proxy statement and form of proxy (the “Proxy Statement”) in connection with the Company’s 2014 annual meeting of stockholders. SAVE GRAFTECH STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO REFER TO THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE SAVE GRAFTECH’S PARTICIPANTS IN SUCH PROXY SOLICITATION. SAVE GRAFTECH’S PROXY STATEMENT, AS FILED, AND ANY FURTHER AMENDMENTS, SUPPLEMENTS OR OTHER RELEVANT PROXY SOLICITATION DOCUMENTS ARE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT WWW.SEC.GOV, OR BY CONTACTING D.F. KING & CO., INC. BY TELEPHONE AT THE FOLLOWING NUMBERS: BANKS AND BROKERS CALL COLLECT: (212) 269-5550 AND ALL OTHERS, INCLUDING SHAREHOLDERS, CALL TOLL-FREE: (800) 628-8532.

More Stories By Business Wire

Copyright © 2009 Business Wire. All rights reserved. Republication or redistribution of Business Wire content is expressly prohibited without the prior written consent of Business Wire. Business Wire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
ChatOps is an emerging topic that has led to the wide availability of integrations between group chat and various other tools/platforms. Currently, HipChat is an extremely powerful collaboration platform due to the various ChatOps integrations that are available. However, DevOps automation can involve orchestration and complex workflows. In his session at @DevOpsSummit at 20th Cloud Expo, Himanshu Chhetri, CTO at Addteq, will cover practical examples and use cases such as self-provisioning infra...
"Storpool does only block-level storage so we do one thing extremely well. The growth in data is what drives the move to software-defined technologies in general and software-defined storage," explained Boyan Ivanov, CEO and co-founder at StorPool, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technologies.
Is advanced scheduling in Kubernetes achievable?Yes, however, how do you properly accommodate every real-life scenario that a Kubernetes user might encounter? How do you leverage advanced scheduling techniques to shape and describe each scenario in easy-to-use rules and configurations? In his session at @DevOpsSummit at 21st Cloud Expo, Oleg Chunikhin, CTO at Kublr, answered these questions and demonstrated techniques for implementing advanced scheduling. For example, using spot instances and co...
As Marc Andreessen says software is eating the world. Everything is rapidly moving toward being software-defined – from our phones and cars through our washing machines to the datacenter. However, there are larger challenges when implementing software defined on a larger scale - when building software defined infrastructure. In his session at 16th Cloud Expo, Boyan Ivanov, CEO of StorPool, provided some practical insights on what, how and why when implementing "software-defined" in the datacent...
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, whic...
The cloud era has reached the stage where it is no longer a question of whether a company should migrate, but when. Enterprises have embraced the outsourcing of where their various applications are stored and who manages them, saving significant investment along the way. Plus, the cloud has become a defining competitive edge. Companies that fail to successfully adapt risk failure. The media, of course, continues to extol the virtues of the cloud, including how easy it is to get there. Migrating...
The use of containers by developers -- and now increasingly IT operators -- has grown from infatuation to deep and abiding love. But as with any long-term affair, the honeymoon soon leads to needing to live well together ... and maybe even getting some relationship help along the way. And so it goes with container orchestration and automation solutions, which are rapidly emerging as the means to maintain the bliss between rapid container adoption and broad container use among multiple cloud host...
Blockchain is a shared, secure record of exchange that establishes trust, accountability and transparency across business networks. Supported by the Linux Foundation's open source, open-standards based Hyperledger Project, Blockchain has the potential to improve regulatory compliance, reduce cost as well as advance trade. Are you curious about how Blockchain is built for business? In her session at 21st Cloud Expo, René Bostic, Technical VP of the IBM Cloud Unit in North America, discussed the b...
Imagine if you will, a retail floor so densely packed with sensors that they can pick up the movements of insects scurrying across a store aisle. Or a component of a piece of factory equipment so well-instrumented that its digital twin provides resolution down to the micrometer.
The need for greater agility and scalability necessitated the digital transformation in the form of following equation: monolithic to microservices to serverless architecture (FaaS). To keep up with the cut-throat competition, the organisations need to update their technology stack to make software development their differentiating factor. Thus microservices architecture emerged as a potential method to provide development teams with greater flexibility and other advantages, such as the abili...
In his keynote at 18th Cloud Expo, Andrew Keys, Co-Founder of ConsenSys Enterprise, provided an overview of the evolution of the Internet and the Database and the future of their combination – the Blockchain. Andrew Keys is Co-Founder of ConsenSys Enterprise. He comes to ConsenSys Enterprise with capital markets, technology and entrepreneurial experience. Previously, he worked for UBS investment bank in equities analysis. Later, he was responsible for the creation and distribution of life settle...
Blockchain. A day doesn’t seem to go by without seeing articles and discussions about the technology. According to PwC executive Seamus Cushley, approximately $1.4B has been invested in blockchain just last year. In Gartner’s recent hype cycle for emerging technologies, blockchain is approaching the peak. It is considered by Gartner as one of the ‘Key platform-enabling technologies to track.’ While there is a lot of ‘hype vs reality’ discussions going on, there is no arguing that blockchain is b...
Product connectivity goes hand and hand these days with increased use of personal data. New IoT devices are becoming more personalized than ever before. In his session at 22nd Cloud Expo | DXWorld Expo, Nicolas Fierro, CEO of MIMIR Blockchain Solutions, will discuss how in order to protect your data and privacy, IoT applications need to embrace Blockchain technology for a new level of product security never before seen - or needed.
As DevOps methodologies expand their reach across the enterprise, organizations face the daunting challenge of adapting related cloud strategies to ensure optimal alignment, from managing complexity to ensuring proper governance. How can culture, automation, legacy apps and even budget be reexamined to enable this ongoing shift within the modern software factory? In her Day 2 Keynote at @DevOpsSummit at 21st Cloud Expo, Aruna Ravichandran, VP, DevOps Solutions Marketing, CA Technologies, was jo...