Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):February 22, 2022
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, OH44131
(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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 22, 2022, David J. Rintoul, Chief Executive Officer and President and Director of GrafTech International Ltd. (the “Company”), informed the Company of his intention to retire effective as of the end of June 2022, or such later time as a successor has been appointed to ensure a smooth transition. Upon Mr. Rintoul’s retirement, he will also resign from the Company’s Board of Directors (the “Board”). The Board has authorized the Nominating and Corporate Governance Committee of the Board (the “Committee”), which is working with a leading executive search firm, to conduct a global search and assist in considering both internal and external candidates. The Committee will make recommendations to the Board with the Board making the final decision on a successor.
A copy of the press release issued by the Company announcing the retirement of Mr. Rintoul is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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SIGNATURE
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:
February 28, 2022
By:
/s/ Timothy K. Flanagan
Timothy K. Flanagan
Chief Financial Officer, Vice President Finance and Treasurer
