Graftech International Ltd

1. 1

   Elect Two Directors for a Three-Year Term or Until Their Successors Are Elected and Qualified

   ManagementBoard: FOR

   Re-election of two Class II director nominees, Jean‑Marc Germain and Henry R. Keizer, each for three-year terms ending in 2029.

2. 2

   Ratify the Selection of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratification of the Audit Committee’s selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.

3. 3

   Approve, on an Advisory Basis, Our Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding advisory 'say-on-pay' vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   The advisory proposal asks stockholders to approve the compensation of the named executive officers as disclosed in the proxy statement. Management seeks shareholder approval to affirm its executive pay programs, which emphasize pay-for-performance through a mix of base salary, a performance-based annual cash incentive (STIP) tied to Adjusted EBITDA, Adjusted Free Cash Flow and safety, and long-term incentives (RSUs and PSUs) tied to relative total shareholder return vs. a peer group. The board recommends a vote FOR, arguing the program aligns executives with shareholder interests through clawback provisions, ownership guidelines, double-trigger change-in-control protections, and independent committee oversight with consultant input; the vote is advisory and non-binding, but the committee will consider results in future decisions. The company discloses details including 2025 outcomes (STIP payouts capped at 50% despite 94.8% achievement, PSUs tied to TSR with measurement periods, and significant equity awards) and contextual performance metrics (net loss, adjusted EBITDA, liquidity and strategic priorities). The proposal raises typical governance considerations about pay-for-performance alignment, caps on payouts, and the use of relative TSR-based PSUs; an analyst should weigh the company's negative GAAP earnings and adjusted metrics, the use of caps and discretionary adjustments, and prior strong shareholder support for pay programs when assessing the merits.

Upcoming shareholder meetings at Graftech International Ltd’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Graftech International Ltd 2026 annual meeting?

Graftech International Ltd (EAF) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.

What is the record date for the Graftech International Ltd 2026 meeting?

The record date for the Graftech International Ltd 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Graftech International Ltd's 2026 meeting?

The board is presenting 2 director nominees at the Graftech International Ltd 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Graftech International Ltd 2026 meeting?

Shareholders will vote on 3 proposals at the Graftech International Ltd 2026 meeting, each tagged with who proposed it and the board's recommendation.