8-K2014AnnualMeetingVotingResultsDRAFT


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 15, 2014


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)
(I.R.S. Employer
Identification Number)

12900 Snow Road
Parma, Ohio 44130
(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: 216-676-2000



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 (see General Instruction A.2. below):
   
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





 





Item 5.07.  Submission of Matters to a Vote of Security Holders.
 
On May 15, 2014, GrafTech International Ltd. (the “Company”) held its annual meeting of stockholders at the Company’s headquarters, located at 12900 Snow Road, Parma, Ohio, 44130 (the “Annual Meeting”). The final voting results for each of the proposals submitted to a vote of security holders at the Annual Meeting are set forth below.
Proposal 1- resulted in approval of the election of seven members to the board of directors, each to serve until the 2015 annual meeting of stockholders and until his or her successor is duly elected and qualified or until their earlier death, resignation or removal.
 
Votes For
Votes Withheld
Broker Non-Votes
Randy W. Carson
114,818,731
7,054,988
355,644
Thomas A. Danjczek
114,834,561
7,039,158
355,644
Joel L. Hawthorne
121,318,797
554,922
355,644
M. Catherine Morris
114,602,250
7,042,586
355,644
Nathan Milikowsky
76,119,002
17,721,657
355,644
Karen Finerman
93,474,426
595,116
355,644
David R. Jardini
94,213,087
112,830
355,644

Proposal 2 – resulted in 98.95% of the votes cast (not including abstentions) approving, by a non-binding advisory vote, our executive compensation.

Votes
For
Votes
Against

Abstentions

Broker Non-Votes
113,141,875
1,198,171
7,533,673
355,644


Proposal 3 – resulted in 98.81 % of the votes cast (not including abstentions) approving the material terms of the performance goals under the Executive Incentive Compensation Plan for income tax deductibility.

Votes
For
Votes
Against

Abstentions

Broker Non-Votes
119,388,210
1,435,152
1,050,537
355,644

Proposal 4 – resulted in 99.72% of the votes cast (not including abstentions), approving the ratification of the appointment of PricewaterhouseCoopers as the Company’s independent registered public accounting firm for the year ending December 31, 2014.   

Votes
For
Votes
Against
 
Abstentions
Broker Non-Votes
121,705,166
345,820
178,377
n/a

Proposal 5 – resulted in 64.83% of the shares outstanding, failing to receive the affirmative vote of the holders of 67% of shares outstanding, which was required to adopt the stockholder proposal to repeal certain provisions of the Company’s by-laws that were not in effect as of September 30, 2012.   

Votes
For
Votes
Against
 
Abstentions
Broker Non-Votes
88,284,855
26,815,366
6,773,498
355,644


 







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, thereunto duly authorized.
 
 
 
GRAFTECH INTERNATIONAL LTD.
 
 
 
 
 
 
Date:  May 21, 2014
By:
/s/John D. Moran
 
 
John D. Moran
Vice President, General Counsel and Secretary