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
Digital Transformation: Preparing Cloud & IoT Security for the Age of Artificial Intelligence. As automation and artificial intelligence (AI) power solution development and delivery, many businesses need to build backend cloud capabilities. Well-poised organizations, marketing smart devices with AI and BlockChain capabilities prepare to refine compliance and regulatory capabilities in 2018. Volumes of health, financial, technical and privacy data, along with tightening compliance requirements by...
Transformation Abstract Encryption and privacy in the cloud is a daunting yet essential task for both security practitioners and application developers, especially as applications continue moving to the cloud at an exponential rate. What are some best practices and processes for enterprises to follow that balance both security and ease of use requirements? What technologies are available to empower enterprises with code, data and key protection from cloud providers, system administrators, inside...
The deluge of IoT sensor data collected from connected devices and the powerful AI required to make that data actionable are giving rise to a hybrid ecosystem in which cloud, on-prem and edge processes become interweaved. Attendees will learn how emerging composable infrastructure solutions deliver the adaptive architecture needed to manage this new data reality. Machine learning algorithms can better anticipate data storms and automate resources to support surges, including fully scalable GPU-c...
To Really Work for Enterprises, MultiCloud Adoption Requires Far Better and Inclusive Cloud Monitoring and Cost Management … But How? Overwhelmingly, even as enterprises have adopted cloud computing and are expanding to multi-cloud computing, IT leaders remain concerned about how to monitor, manage and control costs across hybrid and multi-cloud deployments. It’s clear that traditional IT monitoring and management approaches, designed after all for on-premises data centers, are falling short in ...
Consumer-driven contracts are an essential part of a mature microservice testing portfolio enabling independent service deployments. In this presentation we'll provide an overview of the tools, patterns and pain points we've seen when implementing contract testing in large development organizations.
With more than 30 Kubernetes solutions in the marketplace, it's tempting to think Kubernetes and the vendor ecosystem has solved the problem of operationalizing containers at scale or of automatically managing the elasticity of the underlying infrastructure that these solutions need to be truly scalable. Far from it. There are at least six major pain points that companies experience when they try to deploy and run Kubernetes in their complex environments. In this presentation, the speaker will d...
DXWordEXPO New York 2018, colocated with CloudEXPO New York 2018 will be held November 11-13, 2018, in New York City and will bring together Cloud Computing, FinTech and Blockchain, Digital Transformation, Big Data, Internet of Things, DevOps, AI, Machine Learning and WebRTC to one location.
Containers and Kubernetes allow for code portability across on-premise VMs, bare metal, or multiple cloud provider environments. Yet, despite this portability promise, developers may include configuration and application definitions that constrain or even eliminate application portability. In this session we'll describe best practices for "configuration as code" in a Kubernetes environment. We will demonstrate how a properly constructed containerized app can be deployed to both Amazon and Azure ...
We are seeing a major migration of enterprises applications to the cloud. As cloud and business use of real time applications accelerate, legacy networks are no longer able to architecturally support cloud adoption and deliver the performance and security required by highly distributed enterprises. These outdated solutions have become more costly and complicated to implement, install, manage, and maintain.SD-WAN offers unlimited capabilities for accessing the benefits of the cloud and Internet. ...
Business professionals no longer wonder if they'll migrate to the cloud; it's now a matter of when. The cloud environment has proved to be a major force in transitioning to an agile business model that enables quick decisions and fast implementation that solidify customer relationships. And when the cloud is combined with the power of cognitive computing, it drives innovation and transformation that achieves astounding competitive advantage.
DXWorldEXPO LLC announced today that "IoT Now" was named media sponsor of CloudEXPO | DXWorldEXPO 2018 New York, which will take place on November 11-13, 2018 in New York City, NY. IoT Now explores the evolving opportunities and challenges facing CSPs, and it passes on some lessons learned from those who have taken the first steps in next-gen IoT services.
SYS-CON Events announced today that Silicon India has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Published in Silicon Valley, Silicon India magazine is the premiere platform for CIOs to discuss their innovative enterprise solutions and allows IT vendors to learn about new solutions that can help grow their business.
In his general session at 19th Cloud Expo, Manish Dixit, VP of Product and Engineering at Dice, discussed how Dice leverages data insights and tools to help both tech professionals and recruiters better understand how skills relate to each other and which skills are in high demand using interactive visualizations and salary indicator tools to maximize earning potential. Manish Dixit is VP of Product and Engineering at Dice. As the leader of the Product, Engineering and Data Sciences team at D...
In this presentation, you will learn first hand what works and what doesn't while architecting and deploying OpenStack. Some of the topics will include:- best practices for creating repeatable deployments of OpenStack- multi-site considerations- how to customize OpenStack to integrate with your existing systems and security best practices.
SYS-CON Events announced today that CrowdReviews.com has been named “Media Sponsor” of SYS-CON's 22nd International Cloud Expo, which will take place on June 5–7, 2018, at the Javits Center in New York City, NY. CrowdReviews.com is a transparent online platform for determining which products and services are the best based on the opinion of the crowd. The crowd consists of Internet users that have experienced products and services first-hand and have an interest in letting other potential buye...