GrafTech International Enters Cooperation Agreement with Major Stockholder Nilesh Undavia
GrafTech International Ltd, a global leader in advanced materials manufacturing, has announced a new cooperation agreement with one of its largest stockholders, Nilesh Undavia. Undavia, who holds approximately 6.7% of GrafTech’s outstanding common stock, has engaged in a collaborative effort with the company to strengthen its leadership team and enhance stockholder value. The agreement aims to foster a productive partnership between GrafTech and Mr. Undavia, providing a framework for mutual cooperation in the company’s future governance decisions.
Key Agreement Terms
As part of the cooperation agreement, GrafTech has appointed Sachin Shivaram to its Board of Directors, effective immediately. Mr. Shivaram’s appointment is seen as a significant step in the company’s efforts to strengthen its leadership, bringing valuable expertise and a wealth of experience in the global metals industry. His extensive background in the steel sector aligns with GrafTech’s business operations, making him a strategic addition to the board.
Additionally, GrafTech and Mr. Undavia will collaborate in selecting a qualified independent candidate to be nominated for election to the Board at the 2025 Annual Meeting of Stockholders. The parties have agreed to work together to identify a candidate who will be mutually agreeable. In the event they are unable to identify a candidate in time for the 2025 Annual Meeting, they will continue to collaborate to find a suitable nominee for board appointment.
Statement from GrafTech’s Chair
Henry R. Keizer, Chairman of the Board of GrafTech, expressed appreciation for the constructive dialogue between the company and Mr. Undavia over the past year. Keizer emphasized that the appointment of Mr. Shivaram aligns with the best interests of both the company and its stockholders, particularly given Shivaram’s extensive experience in the steel industry. Keizer stated, “We believe that the appointment of Mr. Shivaram is in the best interests of the Company and our stockholders.”
Mr. Undavia’s Remarks
Nilesh Undavia, who has been engaged in discussions with GrafTech for over the past year, voiced his satisfaction with the selection of Mr. Shivaram. Undavia emphasized the value that Mr. Shivaram’s experience and leadership would bring to the company, particularly in terms of his knowledge of the global metals industry. “I want to express gratitude for the collaborative engagement I have had with the Company over the past year, culminating in the selection and acceptance of a highly qualified, independent Board candidate, Mr. Shivaram. Stockholders will benefit from the expertise of Mr. Shivaram, who is highly accomplished in the global metals industry,” Undavia stated.
Profile of Mr. Shivaram
Sachin Shivaram’s career is marked by over two decades of experience in the steel and metals industries. Since 2019, he has served as the Chief Executive Officer of Wisconsin Aluminum Foundry Company, Inc., a manufacturer of aluminum and copper-based alloy castings. Before leading Wisconsin Aluminum Foundry, Shivaram had a distinguished career at ArcelorMittal S.A., one of the world’s largest steel and mining companies, where he rose to the role of head of strategy and marketing for a business unit that operated production facilities across North and South America.
Shivaram has also contributed to several organizations outside of his executive roles. He serves on the boards of prominent companies such as Lodge Manufacturing Company, Broadwind, Inc., Vollrath Company, LLC, and the Green Bay Packers, Inc. His extensive experience extends to serving on the Wisconsin Council on Workforce Investment and as a trustee at Lawrence University. In terms of academic credentials, Shivaram holds a Bachelor of Arts in history and literature from Harvard University, a Master’s in social and political sciences from the University of Cambridge, and a Juris Doctor from Yale Law School. Additionally, he is a bar-certified attorney.
Governance and Standstill Provisions
As part of the cooperation agreement, Mr. Undavia has agreed to customary standstill provisions and voting commitments for the duration of the agreement. These provisions ensure that both parties maintain a constructive and focused approach to governance, while also promoting stability for the company and its stockholders. The full details of the cooperation agreement will be disclosed in a Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (SEC).
Legal Advisors
Jones Day is serving as the legal advisor to GrafTech, while Vinson & Elkins L.L.P. is advising Mr. Undavia on this matter. The cooperation agreement between GrafTech and Nilesh Undavia marks a positive step toward aligning the interests of key stakeholders and enhancing the company’s governance structure.
This cooperation agreement underscores GrafTech’s commitment to maintaining strong leadership and a forward-looking governance framework. The appointment of Mr. Shivaram to the Board and the collaborative efforts with Mr. Undavia are intended to strengthen the company’s strategy, operational effectiveness, and long-term value creation. As GrafTech prepares for its 2025 Annual Meeting, the focus remains on identifying the right leadership candidates to ensure the continued success and growth of the company.
