What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-14 compared with 2022-02-22 · 53 added, 47 removed, 169 unchanged (37% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate disclosure controls and procedures at the reasonable assurance level.

Disclosure controls and procedures are designed at the reasonable assurance level to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management is responsible for establishing and maintaining adequate disclosure controls and procedures.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these controls and procedures were effective at the reasonable assurance level as of December 31, 2021.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these controls and procedures were effective as of December 31, 2022.

Management’s Report on Internal Control over Financial Reporting

2 unchanged sentences

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets of the company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and the board of directors;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the company are being made only in accordance with authorizations of management and the Board of Directors;

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the company that could have a material effect on its financial statements.

12 unchanged sentences

Information about our Executive Officers" and is incorporated herein by reference.

We adopted a Code of Conduct and Ethics that applies to our employees, directors and officers, including our Chief Executive Officer and President our Chief Financial Officer, Vice President Finance and Treasurer.

We adopted a Code of Conduct and Ethics that applies to our employees, directors and officers, including our Chief Executive Officer and President and our Chief Financial Officer, Vice President Finance and Treasurer.

A copy of the Code of Conduct and Ethics is publicly available on our website at https://www.graftech.com/investors/default.aspx#governance.

1 unchanged sentence

federal securities laws and the listing standards of the NYSE and (iii) will be available in the “Investors” section of our website, www.graftech.com.

The remaining information required by this Item is incorporated herein by reference from the sections entitled "Proposal 1 Elect Four Directors for a Three-Year Term and One Director for a One-Year Term or Until Their Successors are Elected and Qualified" and "Committees of the Board of Directors" in our Proxy Statement for the Annual Meeting of Stockholders expected to be held on or about May 12, 2022.

The remaining information required by this Item is incorporated herein by reference from the sections entitled "Proposal 1 Elect Three Directors for a Three-Year Term or Until Their Successors are Elected and Qualified" and "Committees of the Board of Directors" in our Proxy Statement for the Annual Meeting of Stockholders expected to be held on or about May 11, 2023.

We will provide disclosure of delinquent Section 16(a) reports, if any, in our Proxy Statement in the section entitled "Delinquent Section 16(a) Reports," and such disclosure, if any, is incorporated herein by reference.

Executive Compensation

The information required by this item is incorporated by reference from the sections entitled "Compensation Discussion and Analysis," "Compensation Tables and Related Information," "CEO Pay Ratio," "Director Compensation Program," "Risk Oversight," "Compensation Committee Report" and "Compensation Committee Interlocks and Insider Participation" in the Proxy Statement.

The information required by this item is incorporated by reference from the sections entitled "Compensation Discussion and Analysis," "Compensation Tables and Related Information," "CEO Pay Ratio," "Director Compensation Program," "2022 Director Compensation Table," "Risk Oversight," "Compensation Committee Report" and "Compensation Committee Interlocks and Insider Participation" in the Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated by reference from the section entitled "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement.

The information regarding security ownership of certain beneficial owners and management required by this item is incorporated by reference from the section entitled "Security Ownership of Certain Beneficial Owners and Management" in the Proxy Statement.

Equity Compensation Plan Information

The following table provides information about our common stock that may be issued under our Omnibus Equity Incentive Plan at December 31, 2021.

The following table provides information about our common stock that may be issued under our Omnibus Equity Incentive Plan as of December 31, 2022.

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights

9 unchanged sentences

Principal Accountant Fees and Services

The information required by this item is incorporated by reference from the sections entitled "Proposal 2 Ratify the Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2022" and "Independent Auditor Fees and Other Matters" in the Proxy Statement.

The information required by this item is incorporated by reference from the section entitled "Independent Auditor Fees and Other Matters" in the Proxy Statement.

Exhibit and Financial Statement Schedules

4 unchanged sentences

• Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021;

• Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended December 31, 2021, December 31, 2020 and December 31, 2019;

• Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended December 31, 2022, December 31, 2021 and December 31, 2020;

• Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2022, December 31, 2021 and December 31, 2020;

12 unchanged sentences

333‑223791) filed April 13, 2018).

4.1 Registration Rights Agreement by and between GrafTech International Ltd.

4.1 Registration Rights Agreement , dated as of April 23, 2018, by and between GrafTech International Ltd.

and BCP GrafTech Holdings LP (incorporated herein by reference to Exhibit 4.1 to GrafTech International Ltd.’s Form 10‑Q filed on August 3, 2018).

4.2 Stockholder Rights Agreement by and between GrafTech International Ltd.

4.2 Stockholder Rights Agreement , dated as of April 23, 2018, by and between GrafTech International Ltd.

and BCP IV GrafTech Holdings LP (incorporated herein by reference to Exhibit 4.2 to GrafTech International Ltd.’s Form 10‑Q filed on August 3, 2018).

7 unchanged sentences

(included in Exhibit 4.5) (incorporated herein 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 herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

10.1 Credit Agreement, dated February 12, 2018, among GrafTech International Ltd.

, as Holdings , 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 herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

333‑223791) filed March 20, 2018).

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.

as co‑borrowers, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Quarterly Report on Form 10‑Q filed on August 3, 2018).

each of the entities listed as an "Incremental Term Lender" on the signature page s t he reto , JPMorgan Chase Bank, N.A., as Administrative Agent , and for purposes of Sections 5 and 6 thereof only, each of the entities listed as "G uarantor" on t he signature pa ges thereto (incorporated herein 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.

from time to time party thereto and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

from time to time party thereto , in favor of JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

333‑223791) filed March 20, 2018).

10 unchanged sentences

333‑223791) filed March 20, 2018).

10.9 Patent Security Agreement, dated as of February 12, 2018, among GrafTech International Holdings Inc., as Grantor, and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herei n by reference to Exhibit 10.8 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

10.9 Patent Security Agreement, dated as of February 12, 2018, among GrafTech International Holdings Inc., as Grantor, and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.8 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

333‑223791) filed March 20, 2018).

10.10 Trademark Security Agreement, dated as of February 12, 2018, among GrafTech International Holdings Inc., as Grantor, and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated h erein by reference to Exhibit 10.9 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

10.10 Trademark Security Agreement, dated as of February 12, 2018, among GrafTech International Holdings Inc., as Grantor, and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated herein by reference to Exhibit 10.9 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

333‑223791) filed March 20, 2018).

9 unchanged sentences

333‑223791) filed March 20, 2018) .

10.15 Form of Tax Receivable Agreement between GrafTech International Ltd.

10.15* Tax Receivable Agreement, dated as of April 23, 2018, between GrafTech International Ltd.

and Brookfield Capital Partners IV GP, Ltd.

(incorporated herein by reference to Exhibit 10.14 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

333‑223791) filed March 20, 2018).

10.16+ Form of Indemnification Agreement with Directors and Executive Officers (incorporated herein by reference to Exhibit 10.15 to GrafTech International Ltd.’s Registration Statement on Form S‑1/A (Registration No.

333‑223791) filed March 26, 2018).

10.17+ GrafTech International Holdings Inc.

Compensation Deferral Program as amended and restated (January 1, 2005) (incorporated herein by reference to Exhibit 10.10 to GrafTech International Ltd.’s Annual Report on Form 10‑K filed February 27, 2009).

10.17+ Employment Agreement, effective March 1, 2018, between GrafTech International Holdings Inc.

2 unchanged sentences

10.18+ GrafTech International Ltd.

Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.21 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

333‑223791) filed March 20, 2018).

10.20+ GrafTech International Ltd.

Long Term Incentive Plan, amended and restated as of March 15, 2018 (incorporated herein by reference to Exhibit 10.23 to GrafTech International Ltd.’s Registration Statement on Form S‑1 (Registration No.

333‑223791) filed March 20, 2018).

10.21+ GrafTech International Ltd.

Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.24 to GrafTech International Ltd.’s Registration Statement on Form S‑1/A (Registration No.

20 unchanged sentences

Rintoul (incorporated herein by reference to Exhibit 10.35 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 22, 2019).

10.30+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.'s Quarterly Report on Form 10-Q filed May 1, 2019).

10.27+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.'s Quarterly Report on Form 10-Q filed May 1, 2019).

10.32+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (incorporated herein by reference to Exhibit 10.39 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 21, 2020).

10.28 Collateral Agreement, dated as of December 22, 2020, among GrafTech Finance Inc., GrafTech International Ltd., the other subsidiary grantors party thereto, and U.S.

Bank National Association, as collateral agent (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.'s Current Report on Form 8-K filed December 23, 2020).

10.34 S e cond A mendment to the Credit Agreement, dated February 17 , 20 21 , among GrafTech International Ltd., GrafTech Finance Inc.

, GrafTech Luxembourg II S.À.R.L.

, GrafTech Switzerland SA, JP Morgan Chase Bank, N.A., as Ad ministrati ve Agent, and t he lenders and issuing banks party thereto (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed on February 19 , 20 21 ).

10.29 Second Amendment to the Credit Agreement, dated February 17, 2021, among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Luxembourg II S.À.R.L., GrafTech Switzerland SA, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders and issuing banks party thereto (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.’s Current Report on Form 8-K filed on February 19, 2021).

10.30 Third Amendment, dated as of May 31, 2022, by and among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Luxembourg II S.à r.l., GrafTech Switzwerland SA, JPMorgan Chase Bank, N.A., as administrative agent, the New Revolving Lenders (as defined therein), the Consenting Revolving Lenders (as defined therein), each of the entities listed as an “Incremental Revolving Lender” on the signature pages thereto and for purposes of Sections 5, 7 and 8 thereof only, each of the entities listed as a “Guarantor” on the signature pages thereto (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.'s Current Report on Form 8-K filed June 2 , 2022).

10.31+ GrafTech International Ltd.

Short-Term Incentive Plan.

Short-Term Incentive Plan (incorporated herein by reference to Exhibit 10.35 to GrafTech International Ltd.'s Annual Report on Form 10-K filed February 2 2, 2022) .

10.32+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2022 Version).

Omnibus Equity Incentive Plan (2022 Version) ( incorporated herein by reference to Exhibit 10 .36 to GrafT ech International Ltd .

's Annual Report on Form 10-K filed February 22, 2022) .

10.33+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2022 Version) (incorporated herein by reference to Exhibit 10.37 to GrafTech International Ltd.'s Annual Report on F orm 10-K filed February 22, 2022).

10.34+ Form of Restricted Stock Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2022 Non-US Version) (incorporated herein by reference to Exhibit 10.

4 t o GrafTech International Ltd .' s Quarterly Report on Form 10-Q f iled August 5, 2022) .

10.35+ Form of Stock Option Grant Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2022 Non-US Version) (incor porated herein by reference to Exhibit 10.5 to GrafTech International Ltd.'s Quarterly Report on Form 10-Q filed Augu st 5, 2022) .

10.36+ Employment Agreement, dated June 27, 2022 by and between GrafTech International Holdings, Inc.

and Marcel Kessler (incorporated herein by reference to Exhibit 10.1 to GrafTech International Ltd.'s Current Report on Form 8-K filed June 28, 2022).

10.37+ Consulting Agreement, dated June 27, 2022 by and between GrafTech International Holdings, Inc.

and Rintoul Consulting Services, LLC (incorporated herein by reference to Exhibit 10.2 to GrafTech International Ltd.'s Current Report on Form 8-K filed June 28, 2022).

10.38*+ Form of Retention Bonus Agreement.

10.39*+ Form of Director Restricted Stock Units Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Version).

10.40*+ Form of Director Deferred Restricted Stock Units Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Version).

10.41*+ Amended and Restated GrafTech International Ltd.

Director Deferred Fee Plan, amended and restated effective as of April 1, 2023.

10.42*+ Form of Director Deferred Share Unit Agreement under the GrafTech International Ltd.

Omnibus Equity Incentive Plan (2023 Version).

21.1* List of subsidiaries of GrafTech International Ltd.

23.1* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

31.1* Certification pursuant to Rule 13a-14(a) under the Exchange Act by David J.

Rintoul, Chief Executive Officer and President (Principal Executive Officer).

31.1* Certification pursuant to Rule 13a-14(a) under the Exchange Act by Marcel Kessler , Chief Executive Officer and President (Principal Executive Officer).

31.2* Certification pursuant to Rule 13a-14(a) under the Exchange Act by Timothy K.

Flanagan , Chief Finan cial Officer, Vice President and Treasure r (Principal Financial Officer).

32.1** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by David J.

Rintoul, Chief Executive Officer and President (Principal Executive Officer).

32.2** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by T imothy K.

Flanagan , Chief Fina ncial Officer, Vice President Finance and Treasurer ( Principal Financial Officer).

Flanagan, Chief Financial Officer, Vice President and Treasurer (Principal Financial Officer).

32.1** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Marcel Kessler , Chief Executive Officer and President (Principal Executive Officer).

32.2** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Timothy K.

Flanagan, Chief Financial Officer, Vice President Finance and Treasurer (Principal Financial Officer).

101 The following financial information from GrafTech International Ltd.'s Annual Report on Form 10-K for the year ended December 31, 2022 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders' Equity (Deficit), and (vi) Notes to the Consolidated Financial Statements.

(i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Stockholders' Equity (Deficit), and (v) Notes to the Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

7 unchanged sentences

February 14, 2023 By:

/s/ Marcel Kessler

Marcel Kessler

Chief Executive Officer and President

1 unchanged sentence

Signatures Title Date

Rintoul Chief Executive Officer and President and Director

/s/ Marcel Kessler Chief Executive Officer and President and Director

(Principal Executive Officer) February 14, 2023

Marcel Kessler

/s/ Timothy K.

18 unchanged sentences

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.

What changed 10-K

Item 9A. Controls and Procedures