Time is Running Out for GrafTech Shareholders to Vote the BLUE Universal Proxy Card for Change and Improved Corporate Governance
The Board Cannot Be Trusted to Protect Shareholder Value After 90% of Shareholder Value Destruction
Dear Fellow Shareholders:
For several months, I attempted to engage with
Instead, the Company has tried to distract shareholders by engaging in personal attacks and misrepresenting the truth. The Board’s abysmal track record of shareholder value destruction should seriously impugn its credibility and qualifications.
I believe, the Board cannot be trusted because:
- It was not forthcoming about the true cause of the shutdown at Monterrey, a concern also echoed by Glass Lewis;
- It hired an unqualified CEO,
Mr. Kessler , then failed to hold him accountable for the Monterrey shutdown and related market share losses, and despite his failures as the CEO, he continues to serve on the Board; - It has not been forthcoming about market share losses since 2021 and it has failed to create a credible strategy to turnaround the business;
- It is misrepresenting qualifications of incumbent nominees.
The Company is misrepresenting: my engagement with it, the effectiveness of its business strategy, Ms. Fine’s steel industry investment record and her trustworthiness, and Mr. Taccone’s “intimate understanding of [the Company’s] customers”1.
1. The Company is Misrepresenting My Engagement with It
While the Company attacks me by citing two errors of omission in the Company's 33-page questionnaire, it neglects to mention how it failed to return my phone calls or respond to my emails requesting clarification of the ambiguity in the questionnaire. No error would have occurred had the Company returned my calls or answered my emails requesting clarification. For months, the Company has ignored and dismissed my constructive engagement, which included CEO selection criteria and long-term strategy.
2.
I believe that GrafTech’s fortunes will only turn when the Company is able to regain market share. Over the last six months the Company’s guidance of volumes in 2024 has not changed. As volumes and market share are not improving, it appears that the new CEO (who has been in the role for six-months as the interim-CEO) and the Board are unable or unwilling to improve performance. GrafTech’s failure to send a single representative to the all-important
3. GrafTech Nominee Ms. Debra Fine Exaggerates Her Experience in Investing in the Steel Industry; Erroneous SEC filing for Fine Capital Raises Questions About Her Duty Of Care To Her Own Clients
- Ms. Fine’s Steel Industry Investing Experience is Grossly Exaggerated:
GrafTech claims thatMs. Fine has over two-decades of experience in investing in the steel industry. However,Fine Capital Partners , L.P.’s (“Fine Capital Partners”) Form 13F filings with theU.S. Securities and Exchange Commission (the “SEC”) reveal that Ms. Fine’s firm has not invested in a single steel stock since the fourth quarter of 2011. Moreover, the latest Form 13F filing forFine Capital Partners shows only two investments—Light andWonder (LNW) and Liberty Latin America Ltd. (LILAK), with 99% of AUM invested in LNW2. Importantly, LNW is a manufacturer of electronic gaming machines for casinos. Exaggeration of her experience in investing in the steel industry is tantamount to a blatant misrepresentation that raises serious questions about her trustworthiness. - Failure of Duty of Care In SEC filings by
Fine Capital Partners :Fine Capital Partners filed a disclosure statement3 with theSEC that states the amount of assets under management “As ofDecember 31 , 2024,” which is a careless mistake on an important form filed onMarch 27, 2024 .
As ofDecember 31, 2024 , the Firm managed$802,827,350 of regulatory assets under management on a discretionary basis.1
The AUM disclosure has a reference to a footnote that appears nowhere in the document.
As Chair ofFine Capital Partners , ifMs. Fine cannot show diligence and a duty of care to her own clients, it raises serious questions about her ability to dispense duty of care to GrafTech’s shareholders.
4. Investors Should Question Mr. Taccone’s “Intimate Understanding of [the Company’s] Customers”
- Mr. Taccone’s “steel industry” experience comes from managing
First River LLC (“First River”). According to First River’s website4, it has only two employees, and does not name a single client. IfMr. Taccone has a proper and “intimate understanding” of GrafTech’s customers, then why has the Company’s market share collapsed? He did not exercise independence when Brookfield was the controlling shareholder, and his industry expertise has not translated into positive results for GrafTech’s shareholders.
5. Neither of GrafTech’s Nominees Are In The Best Interests Of Shareholders
In evaluating nominees, we urge all shareholders to ask themselves:
- If
Ms. Fine cannot even file her investment company’sSEC form correctly, has invested 99% of client assets in a casino gaming company, and most importantly, has not invested in a single steel stock in over a dozen years, does she really have the skill set, the attention to detail, and appreciation of “fiduciary” responsibilities to protect the interests ofGrafTech shareholders? Ms. Fine andMr. Taccone as members of the NGC appointedMr. Kessler as CEO despite his lack of steel industry experience which led to his failure (click here for details) within fifteen months.Mr. Taccone cannot be the solution, when as a director since 2018, he:- Oversaw over
$4 billion of shareholder value destruction; - Recruited the former CEO,
Mr. Kessler , someone with no steel industry experience; - Recruited
Ms. Fine , a director clearly lacking in credible steel experience, and - Has not purchased a single
GrafTech share in years.
- Oversaw over
I am an experienced fiduciary with the integrity and credibility to represent the interests of all shareholders.
For almost 25 years, I served as an exemplary fiduciary of billions of dollars of client capital at
As an institutional investor, I have a history of collaboration with management teams; in fact, this is the first time I’ve been compelled to initiate a proxy contest due to a board’s unwillingness to work with one of its largest shareholders. For the Board to question my ability to exercise a duty of care is simply absurd—if for no other reason than my 5.9% ownership of the Company. I can be trusted to protect shareholder interests.
Time is very short before the Annual Meeting. I urge you to vote the BLUE universal proxy card TODAY to elect me,
As highlighted above, neither
If you have already voted, you can easily change your vote to the BLUE universal proxy card.
Sincerely,
Additional Information and Where to Find It
Toll Free (877) 972-0090
Banks and Brokers call collect (203) 972-9300
info@investor-com.com
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1 Source:
2 Source: https://www.sec.gov/Archives/edgar/data/1339161/000121465924002803/xslForm13F_X02/primary_doc.xml
3 Source: https://files.adviserinfo.sec.gov/IAPD/Content/Common/crd_iapd_Brochure.aspx?BRCHR_VRSN_ID=899294
4 https://first-river.com/
Source: Undavia Nominees
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