22 unchanged sentences
Except as set forth in Part I, the information required by Items 10, 11, 12, 13 and 14 will appear in the definitive GrafTech International Ltd.
−Removed: Proxy Statement for the Annual Meeting of Stockholders to be held on May 14, 2020, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 and is incorporated by reference in this Annual Report pursuant to General Instruction G(3) of Form 10-K (other than the portions thereof not deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934).
+Added: Proxy Statement for the Annual Meeting of Stockholders to be held on or about May 13, 2021, which will be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 and is incorporated by reference in this Annual Report pursuant to General Instruction G(3) of Form 10-K (other than the portions thereof not deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934).
Exhibits and Financial Statement Schedules
4 unchanged sentences
The exhibits listed in the following table have been filed with, or incorporated by reference into, this Annual Report.
−Removed: Description of Exhibit
+Added: Number Description of Exhibit
2.1 Agreement and Plan of Merger dated as of May 17, 2015 among GrafTech International Ltd., BCP IV GrafTech Holdings LP and Athena Acquisition Subsidiary, Inc.
11 unchanged sentences
1 to Stockholder Rights Agreement, dated November 6, 2019 by and between GrafTech International Ltd.
−Removed: and BCP IV GrafTech Holdings LP.
−Removed: Description of securities
+Added: and BCP IV GrafTech Holdings LP (incorporated by reference to Exhibit 4.3 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 21, 2020).
+Added: 4.4 Description of securities (Description of securities (incorporated by reference to Exhibit 4.4 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 21, 2020).
+Added: 4.5 Indenture, dated as of December 22, 2020, among GrafTech Finance Inc., as issuer, GrafTech International Ltd., as a Indenture, dated as of December 22, 2020, among GrafTech Finance Inc., as issuer, GrafTech International Ltd., as a guarantor, the subsidiary guarantors party thereto, and U.S.
+Added: Bank National Association, as trustee and collateral agent, relating to GrafTech Finance Inc.’s 4.625% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.1 to GrafTech International Ltd.'s Current Report on Form 8-K filed December 23, 2020).
+Added: 4.6 Form of 4.625% Senior Secured Notes due 2028 of GrafTech Finance Inc.
+Added: (included in Exhibit 4.5) (incorporated by reference to Exhibit 4.2 to GrafTech International Ltd.'s Current Report on Form 8-K filed December 23, 2020).
10.1 Credit Agreement, dated February 12, 2018, among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Switzerland SA and GrafTech Luxembourg II S.À.R.L., as co‑borrowers, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.
1 unchanged sentence
10.2 First Amendment to the Credit Agreement, dated June 15, 2018, among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Switzerland SA, GrafTech Luxembourg II S.À.R.L.
−Removed: as co‑borrowers, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to GrafTech International Ltd.’s Form 10‑Q filed on August 3, 2018).
+Added: as co‑borrowers, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 to GrafTech International Ltd.’s Quarterly Report on Form 10‑Q filed on August 3, 2018).
10.3 Guarantee Agreement, dated February 12, 2018, among GrafTech International Ltd., GrafTech Finance Inc., the other subsidiaries of GrafTech International Ltd.
79 unchanged sentences
(incorporated by reference to Exhibit 10.1 to GrafTech International Ltd.'s Current Report on Form 8-K filed December 9, 2019).
−Removed: Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.
−Removed: Omnibus Equity Incentive Plan.
+Added: 10.39+ Form of Restricted Stock Unit Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.
+Added: Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.39 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 21, 2020).
+Added: 10.40 Separation Agreement, Waiver and Release as of January 10, 2020 between GrafTech International Holdings Inc.
+Added: Boutte (incorporated by reference to Exhibit 10.2 to GrafTech International Ltd.'s Quarterly Report on Form 10-Q filed May 6, 2020).
+Added: 10.41 Collateral Agreement, dated as of December 22, 2020, among GrafTech Finance Inc., GrafTech International Ltd., the other subsidiary grantors party thereto, and U.S.
+Added: Bank National Association, as collateral agent (incorporated by reference to Exhibit 10.1 to GrafTech International Ltd.'s Current Report on Form 8-K filed December 23, 2020).
21.1* List of subsidiaries of GrafTech International Ltd.
18 unchanged sentences
GRAFTECH INTERNATIONAL LTD.
−Removed: February 21, 2020
+Added: February 23, 2021 By:
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: President, Chief Executive Officer and Director
−Removed: (Principal Executive Officer)
−Removed: February 21, 2020
−Removed: Chief Financial Officer, Vice President Finance and Treasurer
−Removed: (Principal Financial and Accounting Officer)
−Removed: February 21, 2020
−Removed: Chairman and Director
−Removed: February 21, 2020
−Removed: February 21, 2020
+Added: Signatures Title Date
+Added: Rintoul President, Chief Executive Officer and Director
+Added: (Principal Executive Officer) February 23, 2021
+Added: Coburn Chief Financial Officer, Vice President Finance and Treasurer
+Added: (Principal Financial and Accounting Officer) February 23, 2021
+Added: Turcotte Chairman and Director February 23, 2021
+Added: Acton Director February 23, 2021
/s/ Catherine L.
−Removed: February 21, 2020
−Removed: /s/ Michel L.
−Removed: February 21, 2020
+Added: Clegg Director February 23, 2021
+Added: /s/ Michel J.
+Added: Dumas Director February 23, 2021
+Added: /s/ Leslie D.
+Added: Dunn Director February 23, 2021
/s/ Jeffrey C.
−Removed: February 21, 2020
−Removed: /s/ David Gregory
−Removed: February 21, 2020
+Added: Dutton Director February 23, 2021
+Added: /s/ David Gregory Director February 23, 2021
David Gregory
/s/ Anthony R.
−Removed: February 21, 2020
+Added: Taccone Director February 23, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.