GrafTech International Ltd. (EAF) Earnings Call Transcript & Summary

Hello, and welcome to the 2021 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. My name is Denis Turcotte, and I'm the Non-Executive Chairman of the Board of Directors of GrafTech International Ltd. I will act as Chairman of the meeting. I would like to welcome you to the 2021 Annual Meeting of Stockholders of GrafTech International Ltd. In light of the COVID-19 pandemic and in the interest of protecting the health and safety of our stockholders and employees, the Board of Directors determined the annual meeting would be held in a virtual format via the Internet. I call your attention to the rules of conduct set forth for this meeting. These were made available to each stockholder in the Files section in the lower left of the screen. If you need a copy of the annual report or the proxy statement, the links are provided online. Stockholders may submit questions online at any time during this meeting in the space provided on the virtual meeting screen by clicking on the 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; Brian Acton, President of Pac Basin Resources, Sierra Minerals and Px Carbon; Catherine Clegg, former Vice President, Workforce Strategy, Global Human Resources, General Motors; Michel Dumas, former Executive Vice President, Finance and Chief Financial Officer of Tembec, Inc.; Leslie Dunn, former Senior Vice President of Business Development and General Counsel of Cole National Corporation; Jeff Dutton, Managing Director of Business Operations in the Private Equity Group of Brookfield Asset Management; David Gregory, Managing Partner of Investments in the Private Equity Group of Brookfield Asset Management; Dave Rintoul; Chief Executive Officer and President of GrafTech International; and Anthony Taccone, Founding Partner and Co-Owner of First River LLC. I would now like to invite Mr. David Rintoul to introduce his senior management team.

Thank you, Denis, and good morning, ladies and gentlemen. It's with great pleasure that I would like to introduce our senior management team, all of whom are in attendance at this meeting: Quinn Coburn, Chief Financial Officer, Vice President, Finance and Treasurer; Jeremy Halford, Senior Vice President, Operations and Development; Iñigo Perez, Senior Vice President, Commercial; Brian Blowes, Vice President, Organizational Development Administration; Jessica Johnston, Vice President, Human Resources; [ Janis Karloskein ], Vice President, Technology and Customer Technical Services; and Gina Gunning, Chief Legal Officer and Corporate Secretary.

Thanks, Dave. 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 they do not wish to make a statement, they are available to respond to appropriate questions during the general question period. So now on to the formal proceedings. We 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 8 of this year to all stockholders of record on March 16, 2021. The affidavit will be filed with the meeting minutes. A list of holders 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 one 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 267,235,189 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 annual meeting is properly constituted for the transaction of the business for which it has been called. We'll 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 2021 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'll 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. Polls will remain open for about another minute, and then the Computershare representative will close the online voting system. We'll now pause for a minute. [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 19. Ladies and gentlemen, I now declare the formal portion of the Annual Meeting of Stockholders of GrafTech International Ltd. adjourned. We will proceed now to the question period. I invite any stockholder or 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 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 who are on the line.

[Operator Instructions]

No questions have been submitted at this point. Mr. Turcotte, I turn it back over to you.

Thanks, Gina. As there are no questions, I want to thank all of our stockholders for their continuing support.

This concludes the presentation. You may now disconnect.

Thank you, operator.