Nilesh Undavia was not elected to the Board of GrafTech International (EAF)
Key Summary: Nilesh Undavia, an experienced investor, sought collaborative dialogue with GrafTech's board but faced rejection. Dissatisfied with board decisions, he proposed adding new members and warned of a "denial of quorum" campaign. Undavia criticized the company's performance, CEO selection process, and governance in open letters to shareholders, seeking support for himself at the AGM. While ISS recommended the incumbent board's nominees, Glass Lewis supported Undavia's election, reflecting differing perspectives on the best path forward for GrafTech. At the AGM held on May 9, 2024, Nilesh Undavia was not elected to the Board.Market Cap: $326 million | GrafTech International Ltd. research, develops, manufactures, and sells graphite and carbon-based solutions worldwide.
On February 23, 2024, Nilesh Undavia, an investor (5.7%) with extensive experience in cyclical industries, invested significantly in the company's stock based on thorough research indicating its strong market position. Mr. Undavia initially approached the incumbent Board with a humble and collaborative demeanor, aiming to work together in selecting a new CEO. Seeking to represent all shareholders' interests, he requested only one Board seat. However, the incumbent Board rejected this request, indicating potential entrenchment and prioritization of their own interests over shareholders'. Despite further attempts at engagement, Undavia's efforts for constructive dialogue were largely rebuffed or overlooked by the Board. Despite attempts at collaboration, he found serious errors by the incumbent Board and sought to nominate two candidates to address governance issues. If denied, he might have resorted to a "denial of quorum" campaign, aiming to prompt change for shareholder benefit. Source
On February 27, 2024, Nilesh Undavia stated that he plans to nominate candidates for the company's board. Despite seeking collaboration with the incumbent board, his efforts were rebuffed, prompting him to propose adding two new members to ensure an appropriate CEO selection. If the incumbent board obstructs the nomination process, Undavia may consider a "denial of quorum" campaign to push for change.
On March 12, 2024, Nilesh Undavia expressed dissatisfaction with the company's performance in an open letter to fellow shareholders. Undavia highlighted concerns regarding the CEO search process, lack of board oversight, and substantial shareholder value destruction. He pointed out a decline in financial performance and criticized the board's composition and governance practices. Undavia proposed adding a shareholder representative to the board and emphasized the importance of appointing a CEO with industry expertise. He concluded by urging shareholders to evaluate the company's leadership and collaborate to improve its prospects.
On March 15, 2024, Nilesh Undavia filed proxy materials seeking support for himself at the AGM.
On March 26, 2024, Nilesh Undavia filed proxy materials seeking support for himself at the AGM.
On March 26, 2024, the company announced the appointment of Timothy K. Flanagan as its CEO and President, and has elected Mr. Flanagan to the Board, all effective March 26, 2024.
On April 2, 2024, Nilesh Undavia filed proxy materials seeking support for himself at the AGM.
On April 3, 2024, Nilesh Undavia issued a letter to the shareholders, criticizing the then-current leadership for a series of mistakes, including CEO turnover, damaged customer relationships, environmental mismanagement, and director compensation increases despite poor performance. Undavia opposed the recent appointment of Timothy Flanagan as CEO, citing his lack of relevant experience and the decline in shareholder value during his tenure. Undavia contrasted his substantial ownership stake in GrafTech with the minimal ownership of the company's nominee, Anthony Taccone, questioning Taccone's commitment to shareholder interests. Undavia urged shareholders to vote for change by supporting him on the Blue Proxy Card.
On April 12, 2024, Nilesh Undavia issued an investor presentation titled “Revive GrafTech International: Case For Nilesh Undavia As A Director For GrafTech”.
On April 22, 2024, Nilesh Undavia issued an investor presentation titled “Revive GrafTech International: Nilesh Undavia’s Response to Management Setting the Record Straight”
On April 30, 2024, ISS recommended that stockholders vote “FOR” the nominees recommended by GrafTech’s Board of Directors. Source
At the AGM held on May 9, 2024, Nilesh Undavia was not elected to the Board.