GrafTech International Ltd. (EAF) Earnings Call Transcript

Hello, and welcome to the 2023 Annual Meeting of Stockholders of GrafTech International Ltd. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Denis Turcotte, Chairman of the Board of Directors of GrafTech International Ltd. Mr. Turcotte, the floor is yours.

Thank you, operator. Good morning, ladies and gentlemen. The meeting will now come to order. My name is Denis Turcotte, and I am the Non-Executive Chairman of the Board of Directors of GrafTech International Ltd. I will act as Chairman of this meeting. I would like to welcome you to the 2023 Annual Meeting of Stockholders of GrafTech International. The Board of Directors has determined that the annual meeting will be held in a virtual format via the Internet. I call your attention to the rules of conduct set forth for this meeting. These are made available to each stockholder in the Documents section on the right side of the screen. If you need a copy of the annual report or the proxy statement, you can also find links to these in the Documents section. Stockholders may submit questions online at any time during this meeting in the space provided on the virtual meeting screen by clicking on the Q&A dialogue icon in the upper-right corner of the meeting center screen. During the annual meeting, questions from stockholders should pertain to the proposals being considered at that particular time. Stockholders wishing to ask other questions will be given an opportunity to do so following the meeting. Questions on a similar topic may be addressed with a single answer. After introducing the directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon. First, allow me to introduce the members of our Board of Directors, all of whom are in attendance at the meeting. Catherine Clegg, former Vice President, Workforce Strategy, Global Human Resources of General Motors Company; Michel Dumas, former Executive Vice President, Finance and Chief Financial Officer of Tembec Inc.; Debra Fine, Chair and Founder of Fine Capital Partners; Jean-Marc Germain, Chief Executive Officer of Constellium SE; Henry R. Keizer, former Deputy Chairman and Chief Operating Officer of KPMG; Marcel Kessler, Chief Executive Officer and President of GrafTech International; and Anthony Taccone, Founding Partner and Co-Owner of First River LLC. Also in attendance are Brian Acton and David Gregory whose service to GrafTech as members of the Board ends at this annual meeting. On behalf of the full Board and management of GrafTech, I thank them for their service. I would now like to invite Mr. Marcel Kessler to introduce his senior management team.

Thank you, Mr. Chairman. Good morning, ladies and gentlemen. It is a great pleasure that I would like to introduce our senior management team, all of whom are in attendance at the meeting. Timothy Flanagan, Chief Financial Officer, Vice President, Finance and Treasurer; Jeremy Halford, Executive Vice President, Chief Operating Officer; Inigo Perez Ortiz, Senior Vice President, Commercial and CTS; Jessica Johnston, Vice President, Human Resources; and Gina Gunning, Chief Legal Officer and Corporate Secretary.

Thank you, Marcel. Also present at this meeting are representatives of the corporation's independent registered public accounting firm, Deloitte & Touche LLP, represented by Mr. Tracy Vigh and Ms. Nicolette Qasem. Although the Deloitte representatives have indicated that they do not wish to make a statement, they are available to respond to appropriate questions during the general question period. We now turn to the formal proceedings of today's meeting, which are governed by Delaware law and our amended and restated bylaws. The agenda of this meeting is included in the Notice of Annual Meeting sent to the stockholders with the proxy statement and annual report. The Corporate Secretary has advised me that she is in possession of the affidavit of mailing which states that the notice of meeting and accompanying proxy materials, including the proxy statement and the annual report, were mailed commencing on April 6, 2023, to all stockholders of record on March 15, 2023. The affidavit will be filed with the meeting minutes. A list of stockholders on the record date is also available at this meeting for review in the virtual meeting portal. The corporation has appointed Computershare Trust Company to act as Inspector of Election represented here today by Tammie Marshall. I have received the preliminary certificate of the inspector to the effect that there are 1 or more stockholders present in person or represented by proxy or by voting instructions entitled to cast in the aggregate at least the majority of the votes attaching to the 256,678,298 outstanding shares of common stock entitled to vote at this meeting. Consequently, there is a quorum present in accordance with the amended and restated bylaws of the corporation, and the meeting is properly constituted for the transaction of the business for which it has been called. We will now turn to the items on the agenda, which are: Proposal 1, the election of 3 members of our Board of Directors for a 3-year term or until their successors are elected and qualified; Proposal 2, the ratification of the selection of Deloitte & Touche as the corporation's independent registered public accounting firm for the 2023 fiscal year; and Proposal 3, the approval on an advisory basis of our named executive officer compensation. The Inspector of Election has already received the ballot with respect to the proxies solicited by the Board of Directors. If any stockholder in attendance wishes to vote their shares, you may cast your vote online via the virtual meeting system. We will now vote on these items. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote need not take any further action. The polls will remain open for about another minute, and then the Computershare representative will close the online voting system. [Voting]

The online voting will now be closed. The inspector has advised me that based on the preliminary review of the votes cast, each of the 3 director nominees were duly elected and that Proposals 2 and 3 received the majority of the voting power of the shares present in person or by proxy at the meeting and entitled to vote thereon. The Corporate Secretary will record the exact vote count for all proposals in the minutes. The final results will be disclosed in a Form 8-K to be filed with the Securities and Exchange Commission on or before May 16, 2023. Ladies and gentlemen, I now declare the formal portion of the Annual Meeting of Stockholders of GrafTech International Ltd. adjourned. We'll now proceed to the question period. I would invite any stockholder or a stockholder proxy to ask a question. If you wish to ask a question, please submit your question in the space provided on the Virtual Meeting screen by clicking on the Q&A dialogue icon in the upper-right corner of the meeting center screen. Your question must include your name and whether you are a stockholder or a proxy. If you are acting as a proxy, please also name the stockholder you represent. I would ask you to be brief in your questions in order to allow all those who wish to do so to participate. We will allow a maximum of 3 minutes for addressing each question or comment. Questions should be addressed to me, the CEO or the CFO. As there are no questions at this point, I want to thank all of our stockholders for their continuing support. This concludes the presentation. You may now disconnect.