UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  ☒                     Filed by a Party other than the Registrant  ☐

Check the appropriate box:

GRAFTECH INTERNATIONAL LTD.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 3, 20207, 2022

Dear Fellow Stockholders:

We are pleased to invite you to the 20202022 Annual Meeting of Stockholders. The meeting will be held on Thursday, May 14, 2020,12, 2022, at 8:00 a.m. Eastern time.Time. In light of the ongoing developments related to the COVID-19 coronavirus pandemic and in the interest of protecting the health and safety of our stockholders and employees, the Board of Directors has determined the Annual Meeting will be held in a virtual format via the Internet.Internet again this year.

Details about the business to be conducted at the Annual Meeting can be found in the accompanying Notice of 2022 Annual Meeting of Stockholders and proxy statement. Your vote is important. The Annual Meeting will be held in a virtual format only. Regardless of whether you plan to attend the virtual Annual Meeting, we urge you to vote your shares as soon as possible. You may vote using the enclosed proxy card or voting instruction form by completing, signing and dating it, and then returning it by mail. Also, you may submit your vote by telephone or through the Internet. If telephone or Internet voting is available to you, instructions will be included on your proxy card or voting instruction form. Additional information about voting your shares is included in the proxy statement.

On behalf of yourthe Board of Directors, thank you for your continued interest and support.

Sincerely,

Denis A. Turcotte		David J. Rintoul
Director and Chairman of the Board		President and Chief Executive Officer and President

Notice of

20202022 Annual Meeting of Stockholders

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of GrafTech International Ltd. (“GrafTech”, “we” or the “Company”) for use at the Company’s 20202022 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 14, 2020,12, 2022, at 8:00 a.m. Eastern time,Time, or at any adjournment or postponement thereof, for the purposes set forth herein. In light of the ongoing developments related to the COVID-19 coronavirus pandemic and in the interest of protecting the health and safety of our stockholders and employees, the Board of Directors has determined the Annual Meeting will be held in a virtual format via the Internet.Internet again this year.

HOW YOU MAY VOTE

You may vote if you were a stockholder of record on March 20, 202015, 2022 (the record date)“Record Date”). To ensure that your shares are represented at the meeting,Annual Meeting, please vote as soon as possible by one of the following methods:

•				By InternetInternet..		•				By MailMail..
•				By TelephoneTelephone..		•				Online, during the virtual Annual MeetingMeeting..

For more detailed information on voting, please see “How do I cast a vote?” in the “Questions & Answers” section beginning on page 4366 of the accompanying Proxy Statement.proxy statement (the “Proxy Statement”).

Whether or not you expect to attend the virtual Annual Meeting, please vote as soon as possible to ensure representation of your shares at the Annual Meeting. You may vote your shares over the Internet, by telephone or by mail (as applicable) by following the instructions on the proxy card or voting instruction form. More information about registering for and attending the virtual Annual Meeting is included in the Questions and Answers“Questions & Answers” section of the accompanying proxy statement.Proxy Statement. Except as otherwise noted, the information herein is as of March 26, 2020,31, 2022, the date we commenced printing in order to commence mailing on or about April 3, 2020.7, 2022. Proxy materials are being mailed or made available on or about April 3, 2020.7, 2022.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 14, 2020:12, 2022: The Proxy Statement and the 20192021 Annual Report to Stockholders are available at: www.edocumentview.com/www.envisionreports.com/EAF.

Table of Contents

Proxy Statement Summary

The following pages provide a summary of important information you will find in this Proxy Statement. As it is only a summary, please review the complete Proxy Statement before submitting your vote.

Proposals To Be Voted On2022 Annual Meeting of Stockholders Information

Proposals to Be Voted on and Board Recommendations

Proposal				Board’s Voting Recommendation		Page Reference Board’s Voting Recommendation      (for more detail)			Page Reference
Proposal 1		Elect ThreeFour Directors for a Three-Year Term and One Director for a One-Year Term or Until Their Successors Areare Elected and Qualified		FOR each nominee		19	27
Proposal 2		Ratify the Selection of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 20202022		FOR		24	38
Proposal 3		Approve, on an Advisory Basis, our Named Executive Officer Compensation		FOR		27	41

Board2021 Business Highlights

Financial and Corporate Governance HighlightsOperating Performance

Our Board is committedIn 2021, GrafTech delivered another year of strong results. Net sales increased $121.4 million, or 10%, from $1,224.4 million in 2020 to highly effective corporate governance that is responsive to stockholders and aims to ensure that the Company delivers on its strategic objectives.

On August 15, 2015, we became an indirect wholly owned subsidiary of Brookfield Asset Management Inc. (together with its affiliates, “Brookfield”) through a tender offer to our former stockholders and subsequent merger transaction. On April 23, 2018, the Company completed its initial public offering (“IPO”). Our common stock has been listed on the New York Stock Exchange (“NYSE”) under the symbol “EAF” since April 18, 2018. Prior to that date, there was no public trading market$1,345.8 million in 2021. Stronger demand for our common stock.products in 2021 resulted in a 24% increase in sales volume compared to 2020. Partially offsetting the increased volume was a decrease in average realized sales prices. Net income decreased $46.0 million, or 11%, from $434.4 million in 2020 to $388.3 million in 2021. This decrease was primarily the result of the impact of a one-time Long-term Incentive Plan (the “LTIP”) pre-tax charge of $73.4 million. Adjusted Net Income¹ increased $42.1 million, or 10%, from $422.5 million in 2020 to $464.6 million in 2021 and Adjusted EBITDA¹ increased $11.0 million, or 2%, from $658.9 million in 2020 to $669.9 million in 2021.

As of March 20, 2020, Brookfield owned approximately 74.6% of our outstanding common stock. We believe that regular, transparent stockholder engagement is essential to GrafTech’s long-term success. In 2019, we made presentations at financial and industry conferences, met with financial analysts and investment firms, and responded to inquiries from our stockholders. We intend to engage with stockholders to understand their perspectives on corporate governance, executive compensation, sustainability and other matters.

BoardKey Operating Metrics

We use certain operating metrics to analyze the performance of Directors Snapshotour Company. The key operating metrics consist of sales volume, production volume, production capacity and capacity utilization. GrafTech reported strong sales volumes of 167,000 metric tons (“MT”) in 2021, an increase of 24% compared to 2020. The amount of graphite electrodes we produced in 2021 increased by 23%, from 134,000 MT in 2020 to 165,000 MT in 2021. Our capacity utilization, excluding our St. Marys graphite electrode manufacturing facility, increased to 82% in 2021 compared to 66% in 2020, reflecting a recovery in the global steel markets from the challenging market conditions of 2020.

⁽¹⁾ Sales volume reflects only graphite electrodes manufactured by GrafTech.

⁽²⁾ Production volume reflects graphite electrodes we produced during the period.

⁽³⁾ Production capacity reflects expected maximum production volume during the period depending on product mix and expected maintenance outage. Actual production may vary.

⁽⁴⁾ Includes graphite electrode facilities in Calais, France; Monterrey, Mexico; Pamplona, Spain; and St. Marys, Pennsylvania.

⁽⁵⁾ Capacity utilization reflects production volume as a percentage of production capacity.

⁽⁶⁾ In the first quarter of 2018, our St. Marys, Pennsylvania facility began graphitizing a limited number of electrodes sourced from our Monterrey, Mexico facility.

Strengthening Our Capital Structure and Returning Value to Stockholders

We made significant progress strengthening our capital structure in 2021 by continuing our commitment to reduce debt and maintain balance sheet flexibility. Over the course of the year, we reduced debt by $400 million. In addition, in 2021 we returned approximately $60.6 million to our stockholders in the form of stock repurchases and dividends. In November 2021, our Board of Directors approved an additional $150 million open market stock repurchase authorization, in addition to the $100 million open market stock repurchase authorization that was authorized in July 2019. As of December 31, 2021, the Company was authorized to repurchase up to $159 million in shares of the Company’s common stock, inclusive of $9 million remaining under the July 2019 authorization.

Board of Directors Snapshot

Our Current DirectorsDirector Nominees

Under our Amended and Restated Certificate of Incorporation (the “Amended Certificate of Incorporation”), the number of directors is fixed by our Board but will not be fewer than three directors, nor more than eleven (11) directors. Our Board currently consists of eighteleven (11) members and is divided into three classes of directors, with eachtwo classes (Classes I and II) containing four directors and one class (Class III) containing two or three directors, and with the directors typically serving three-year terms. You are being asked to vote on the three-yearre-election terms. of five directors. The terms of the directors in Class I expire at this Annual Meeting. Our current Class I directors are Denis A. Turcotte, Michel J. Dumas, Leslie D. Dunn, and Jean-Marc Germain. In addition, David Gregory, a Class II member, is also up for re-election at this Annual Meeting as a result of Brookfield Asset Management Inc. and its affiliates (collectively, “Brookfield”) completing its May 2021 sale of 20,000,000 shares of our common stock in an underwritten public offering (the “May 2021 Brookfield Offering”) and the requirements of our stockholder rights agreement (as amended, the “Stockholder Rights Agreement”) with Brookfield.

Detailed information about each director’s background, skill set and areas of expertise can be found beginning on page 20.27.

										Committees
		Name and Principal Occupation		Age		Director Since		Independent		AC		CC		NCG
		Denis Turcotte Managing Partner and Chief Operating Officer – Private Equity Group of Brookfield Asset Management Inc.		60		2015
		Michel J. Dumas Former Executive Vice President, Finance and Chief Financial Officer of Tembec, Inc.		63		2018				C F
		Leslie D. Dunn Former Senior Vice President of Business Development and General Counsel of Cole National Corporation		76		2020
		Jean-Marc Germain Chief Executive Officer of Constellium SE		56		2021
		David Gregory Managing Partner Investments – Private Equity Group of Brookfield Asset Management Inc.		35		2019

AC = Audit Committee    CC = Compensation Committee    NCG = Nominating and Corporate Governance Committee

C = Committee Chair        F = Financial Expert

Our Director NomineesReturning Directors

YouThe table below provides select information about each of our Directors whose terms will continue following the Annual Meeting and who are being asked to vote on thenot up for re-election of three Directors.this year. Detailed information about each Director’sdirector’s background, skill set and areas of expertise can be found beginning on page 20.27.

Our Board and Committee Structure

Upon completion of a secondary offering by Brookfield on January 20, 2021, we ceased to be a “controlled company” as that term is set forth in the New York Stock Exchange (“NYSE”) listing standards. The NYSE listing standards provide a 12-month phase-in period from the date a company ceases to be a controlled company to comply with certain requirements, including requiring all members serving on a committee to be independent. In November 2021, the Company reconfigured its committee structure, separating the Governance and Compensation Committee (“G&C Committee”) into two separate committees: (1) Compensation Committee and (2) Nominating and Corporate Governance Committee. In addition, the Board increased the size of the Board to eleven (11) members from nine (9) members and appointed three (3) new independent members to the Board after one of the non-independent members resigned.

¹ This figure includes G&C Committee meetings held prior to the reconfiguration of the G&C Committee into separate Compensation and Nominating and Corporate Governance Committees on November 11, 2021.

GrafTech’s Corporate Governance Guidelines provide that directors are expected to attend Board meetings and meetings of committees on which they serve, to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities and to ensure that other existing and future commitments do not materially interfere with their responsibilities as members of the Board.

Executive Compensation Philosophy

Under our pay for performancepay-for-performance philosophy, a substantial component of executive compensation is variable and directly or indirectly tied to Company financial and operational performance. The goal is to reward our executive team for their leadership in meeting key near-term goals and objectives while also positioning the Company to generate sustainable long-term stockholder value.

Corporate Governance

General

Our Board is committed to strong corporate governance practices and dedicated to ensuring that GrafTech is managed for the long-term benefit of our stockholders and other stakeholders. To fulfill this role, the Board and its committees meet throughout the year and engage in meaningful discussions with management to ensure that the Board is informed regarding the Company’s activities, operating plans and strategic initiatives.

Because Brookfield owns a majority of our outstanding common stock, we are a “controlled company” as that term is set forth in the NYSE corporate governance standards. For more information, see “—Director Independence.” To promote full and complete compliance with all applicable corporate governance standards and remain aligned with best practices demonstrated by other similarly situated public companies, the Board has adopted corporate governance principles and procedures, which it reviews and amends as necessary. We also continuously review guidance and interpretations provided by the Securities and Exchange Commission (“SEC”) and the NYSE.

Stockholders proposing director nominations must comply with the advance notice and specific information requirements in our Amended and RestatedBy-Laws(“By-Laws (“By-Laws”), which include, among other things, the disclosure of hedging, derivative interests and other material interests of the nominating stockholder and director nominee. In addition, each director nominee proposed by a stockholder must deliver a statement whether he or she agrees to, promptly following the stockholder meeting at which such nominee is elected orre-elected, tender an irrevocable advance resignation in accordance with ourBy-Laws and Corporate Governance Guidelines.

Availability of Corporate Governance Materials

You can access our Audit Committee Charter, Compensation Committee Charter, Code of Conduct and Ethics, Corporate Governance Guidelines, and Nominating and Corporate Governance GuidelinesCommittee Charter in the “Investors” section of our website, www.graftech.com. Information on, or accessible through, our website is not part of this Proxy Statement. We have included our website only as an inactive textual reference and do not intend it to be an active link to our website. You may also request that the above documents be mailed to you by writing to: GrafTech International Ltd., 982 Keynote Circle, Brooklyn Heights, OH 44131, Attention: Investor Relations.

Board of Directors

Our business and affairs are managed under the direction of our Board. Under our Amended Certificate of Incorporation, the number of directors is fixed by our Board, but will not be fewer than three directors, nor more than eleven (11) directors. The Board currently consists of eighteleven (11) directors.

Our Amended Certificate of Incorporation provides that our Board be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors servingthree-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respectivethree-year terms. Our directors are divided among the three classes as follows:

OurBy-Laws provide that while Brookfield owns more than 50% of our outstanding common stock, at any meeting of our Board, the presence of (i) a majority of the total number of directors and (ii) one Brookfield director will be required to constitute a quorum. After Brookfield ceases to own more than 50% of our outstanding common stock, the presence of a majority of the total number of directors will be required to constitute a quorum.

Our Amended Certificate of IncorporationBy-Laws provides that the Chairman may or may not be an officer of the Company. While this matter relates to corporate governance, it also relates to succession planning, and it is in the best interests of the Company for the Board to make a determination with respect to this matter on acase-by-case basis as part of the succession planning process. Currently, our Chairman is Denis A. Turcotte and our CEOChief Executive Officer and President is David J. Rintoul. The G&CNominating and Corporate Governance Committee will periodically consider the size and structure of the Board and report to the Board the results of its review and any recommendations for change. Notwithstanding any such recommendation ofchange to the G&C Committee, Brookfield has the right to select the Chairman of the Board under the terms of the Stockholder Rights Agreement as discussed above.Board.

Director IndependenceTransition from “Controlled Company” Status

We areUpon completion of a secondary offering by Brookfield on January 20, 2021, we ceased to be a “controlled company,” as that term is set forth in the NYSE corporate governancelisting standards. Under these rules,the NYSE listing standards, a “controlled company” may elect notcompany that ceases to comply with certain corporate governance requirements, including: (i) the requirement thatbe a majority of our Board consist of independent directors, (ii) the requirement that our governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (iii) the requirement that our compensation committee be composed entirely of independent directors with a

would not interfere with Mr. Taccone’s exercise of independent judgment in carrying out the responsibilities of a director and thus did not impair his independence. Our Board also considered Catherine L. Clegg’s director position with Clarios International LP, a Brookfield portfolio company, and determined that the relationship would not interfere with Ms. Clegg’s exercise of independent judgment in carrying out the responsibilities of a director and thus did not impair her independence. The Board also considered that Mr. Keizer serves as a trustee of the BlackRock Multi-Asset Fund Complex where he serves as a director of approximately 150 registered investments companies within the fund complex and as of December 31, 2021 BlackRock owned approximately 4.3% of our common stock and that such position did not interfere with his independence.

Committees of the Board of Directors

The Board has established twothree standing committees to assist it in carrying out its responsibilities: the Audit Committee, the Nominating and Corporate Governance Committee and the G&CCompensation Committee. In the event the Company ceases to be a “controlled company” pursuant to the NYSE listing standards, the Board will establish a separate nominating and governance committee and compensation committee. Each of the committees operate under its own written charter adopted by the Board.Board and available on our website. The membership and the function of each of the existing committees are described below.

		Audit Committee		Nominating and Corporate Governance Committee		Compensation Committee
Brian L. Acton
Catherine L. Clegg				Chair
Michel J. Dumas		Chair
Leslie D. Dunn
Debra Fine
Jean-Marc Germain
David Gregory
Henry R. Keizer
David J. Rintoul
Anthony R. Taccone						Chair
Denis A. Turcotte

Audit Committee

The Audit Committee:

Compensation Committee

The Compensation Committee:

Director Skills and Qualifications Criteria

The G&CNominating and Corporate Governance Committee reviews at least annually the skills, qualifications and characteristics for election of new and continuation of existing directors. The criteria considered in selecting director nominees reflect applicable law, the listing standards of the NYSE, the terms of the Stockholder Rights Agreement, as well as a candidate’s integrity, strength of character, judgment, business experience, specific areas of expertise, ability to devote sufficient time to attendance at and preparation for Board meetings, factors relating to the composition of the Board (including its size and structure) and principles of diversity. The Nominating and Corporate Governance Committee will consider qualified nominees recommended by stockholders for membership on the Board. If a stockholder wishes to recommend an individual for membership on the Board, that recommendation can be sent to the attention of the Corporate Secretary, GrafTech International Ltd., 982 Keynote Circle, Brooklyn Heights, Ohio 44131.

accounting and risk management issues and compliance programs (including the Company’s Code of Conduct and Ethics and other applicable policies). In addition, the Orientation Program can include visits to headquarters and, to the extent practical, certain of the significant facilities.

All other directors are welcome to attend the Orientation Program. Our 2019 Orientation Program also included facility tours and briefings at our Monterrey, Mexico graphite electrode manufacturing facility and our Seadrift petroleum needle coke manufacturing facility, which all of our independent directors attended.

All directors are also encouraged to participate in Continuing Education Programs offered by the NYSE and other organizations, and the Company will reimburse directors for reasonable costs associated therewith.

On November 6, 2019, we11, 2021, the Board re-configured its committee structure, separating the G&C Committee into two separate committees: (1) the Compensation Committee and (2) the Nominating and Corporate Governance Committee. On that same date, the Board approved a new director compensation program reflecting this committee reorganization. Upon the recommendation of the G&C Committee, the composition of each of the committees was also updated on November 11, 2021. The director compensation program since November 11, 2021 is as follows:

The Brookfield amendeddesignated directors do not personally receive any compensation for their service as directors. However, pursuant to the Stockholder Rights Agreement, to reimburse Brookfield is reimbursed for the services of the Brookfield designated directors for (1) cash compensation consistent with the compensation received by othernon-managementnon-employee members of the Board and (2) to the extent a Brookfield designated director serves as Chairman of the Board, any additional compensation as may be approved by the unaffiliated independent members of the Board for such service as Chairman of the Board.

Our non-employee directors received the following compensation for service on our Board in 2021.

Director Deferred Fee Plan for Non-Employee Directors

We maintain an Amended and Restated GrafTech International Ltd. Director Deferred Fee Plan (as amended, the “Director Deferred Fee Plan”), which provides non-employee directors (other than Brookfield designated directors) (“Eligible Directors”) with the opportunity to defer payment of cash fees paid for service on the Board and any committees, at their election (subject to our Director Stock Ownership Guidelines described below). Newly-elected Eligible Directors are required to make an election to defer payment of cash fees prior to their appointment on the Board, while existing Eligible Directors are required to make their election by December 15^th prior to the beginning of the calendar year in which a director year begins. The director year under the Director Deferred Fee Plan generally begins on April 1^st and continues through March 31^st of the succeeding year. An Eligible

Director who chooses to have any portion of their cash fees deferred will have an account established in which the fees that would have been paid to the Eligible Director shall instead be credited with DSUs, the number which shall be determined by dividing (i) the amount of fees payable on such date they are deferred by (ii) the closing price of one share of our common stock as reported on the NYSE on such date. All DSUs will accrue dividend equivalents that will be credited to the Eligible Director as additional DSUs. The DSUs shall be fully vested and nonforfeitable at all times. All whole DSUs will be settled in shares of our common stock after the Eligible Director’s termination of service on the Board while any fractional DSUs will be settled in cash.

Director Stock Ownership Guidelines

Independent directors not otherwise appointed by Brookfield will beare required, within five years of joining the Board, to acquire shares or share equivalents inof the Company having an aggregate value equal to

The G&CCompensation Committee:

The Nominating and Corporate Governance Committee:

the transaction and whether they are at arm’s length and in the ordinary course of our business, the direct or indirect nature of the related person’s interest in the transaction, the size and expected term of the transaction, and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards.

Other than the transactions described below, since January 1, 2019,2021, there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a partyparticipant in which the amount involved exceeded or will exceed $120,000 and in which any related person had or will have a direct or indirect material interest.

We have engaged in transactions with affiliates or related parties since January 1, 2019.2021. These transactions include ongoing obligations under the Registration Rights Agreement (as defined below), StockholdersStockholder Rights Agreement and Tax Receivable Agreement (as defined below), each with Brookfield. In November 2019, we amended the Stockholders Rights Agreement with Brookfield regarding compensation for the Brookfield designated directors. In December 2019, in conjunction with

Under the Stockholder Rights Agreement, for so long as Brookfield owns or controls at least 25% of our outstanding common stock, Brookfield will havehas the right to nominate the higher of 37.5% of the members of the Board and three members of the Board. Brookfield will also havehas the right to select the chairman of the Board. In the event Brookfield owns or controls less than 25% of the Company, the Brookfield directors will promptly tender their resignations. The Board (excluding the Brookfield directors) will have the option, but not the obligation, to accept the Brookfield directors’ resignations. If the Board (excluding the Brookfield directors) votes to accept these resignations, the Brookfield directors will cease to be members of the Board. If the Board (excluding the Brookfield directors) votes not to accept these resignations, the directors will continue to serve as members of the Board until the next annual meeting of our stockholders, regardless of the time remaining in their respective terms of office. On November 6, 2019, we and Brookfield amended the Stockholder Rights Agreement to reimburse Brookfield for the services of the Brookfield directors for (a) cash compensation consistent with the compensation received by othernon-management members of the Board and (b) to the extent a Brookfield director serves as Chairman of the Board, any additional compensation as may be approved by the unaffiliated independent members of the Board for such service as Chairman of the Board.

In May 2021, Brookfield completed the May 2021 Brookfield Offering, which was a sale of 20,000,000 shares of our common stock in an underwritten public offering. Upon completion of the May 2021 Brookfield Offering, Brookfield beneficially owned approximately 24.3% of our outstanding common stock. Because Brookfield owned less than 25% of our outstanding common stock, the then Brookfield directors were required to promptly tender their resignations. In accordance with the Stockholder Rights Agreement, on June 1, 2021, the Brookfield directors, including Messrs. Gregory and Turcotte, tendered their resignations from the Board with the effectiveness of such resignations conditioned upon the Board’s (excluding the Brookfield directors) acceptance thereof. After consideration and discussion, the Board (excluding the Brookfield directors) determined that not accepting the resignations of the Brookfield directors would be in the best interests of the Company and its stockholders. Accordingly, the Brookfield directors, including Messrs. Gregory and Turcotte, continued to serve as members of the Board until this Annual Meeting, other than Mr. Dutton who resigned on October 6, 2021.

The current Board members designated by Brookfield are Denis A. Turcotte and David Gregory and Jeffrey C. Dutton.Gregory.

Tax Receivable Agreement

We and Brookfield entered into a tax receivable agreement (the “Tax Receivable Agreement”) in connection with our IPO. The Tax Receivable Agreement provides the right to receive future payments from us to certain of ourpre-IPO stockholders (the “Existing Stockholders”) of 85% of the amount of cash savings, if any, in U.S. federal income tax and Swiss tax that we and our subsidiaries realize as a result of the utilization of certain tax assets attributable to periods prior to our IPO, including certain

Our counterparties under the Tax Receivable Agreement will not reimburse us for any payments previously made if such tax benefits are subsequently disallowed (although future payments would be adjusted to the extent possible to reflect the result of such disallowance). As a result, in such circumstances we could make payments under the Tax Receivable Agreement that are greater than our actual cash tax savings.

While the actual amount and timing of any payments under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount and timing of the taxable income we and our subsidiaries generate in the future, and our subsidiaries’ use ofPre-IPO Tax Assets, as of December 31, 2021, we expect that, based on current tax laws (taking into account changes under the Tax Act)Cuts and Jobs Act of 2017), payments under the Tax Receivable Agreement relating to thePre-IPO Tax Assets will betotal approximately $89.9 million, which was recognized as an expense in 2018 and 2019, with a maximum amount of approximately $100$70 million. This figure does not account for ourPre-IPO Tax Assets attributable to previously taxed income under Section 959 of the Code, the value of which is highly speculative, and certain NOLs in GrafTech Switzerland S.A., which we expected to have nominal value at the time of our IPO. We made our initial payment of $27.9 million related to the TRATax Receivable Agreement in February 2020. In 2020, the Tax Receivable Agreement liability was reduced by $21.1 million as a result of revised U.S. income tax estimates affecting future usage of our U.S. tax attributes. As of December 31, 2021, the total Tax Receivable Agreement liability was $19.3 million, of which $3.8 million is classified as a current liability.

Any future changes in the utility of thePre-IPO Tax Assets will impact the amount of the liability that will be paid to our Existing Stockholders. Changes in the utility of thesePre-IPO Tax Assets will be recorded in income tax expense (benefit) and any changes in the obligation under the Tax Receivable Agreement will be recorded in other income (expense)., net. We plan to use cash flow from operations and availability under our credit facilities to fund this obligation.

If we undergo a Change of Control (as defined in the Tax Receivable Agreement), the Tax Receivable Agreement will terminate and we will be required to make a payment equal to the present value of future payments under the Tax Receivable Agreement, which payment would be based on certain assumptions, including those relating to our and our subsidiaries’ future taxable income. Additionally, if we sell or otherwise dispose of any of our subsidiaries in a transaction that is not a Change of Control, we will be required to make a payment equal to the present value of future payments under the Tax Receivable Agreement attributable to thePre-IPO Tax Assets of such subsidiary that is sold or disposed of, applying the assumptions described above.

The Tax Receivable Agreement provides that in the event that we breach any of our material obligations under it, whether as a result of our failure to make any payment when due (subject to a specified cure period), failure to honor any other material obligation under it or by operation of law as a result of the rejection of it in a case commenced under the United States Bankruptcy Code or otherwise, then all our payment and other obligations under the Tax Receivable Agreement will be accelerated and will become due and payable applying the same assumptions described above. Such payments could be substantial and could exceed our actual cash tax savings under the Tax Receivable Agreement.

cases, we may use some of thePre-IPO Tax Assets to offset income from these transactions and, under the Tax Receivable Agreement, would be required to make a payment to our Existing Stockholders even though we receive no cash from such income.

Because we are a holding company with no operations of our own, our ability to make payments under the Tax Receivable Agreement is dependent on the ability of our subsidiaries to make distributions to us. To the extent that we are unable to make payments under the Tax Receivable Agreement for specified reasons, such payments will be deferred and will accrue interest at a rate of LIBOR plus 1.00% per annum until paid.

In the event that any determinations must be made under or any dispute arises involving the Tax Receivable Agreement, the Existing Stockholders will be represented by Brookfield Capital Partners IV GP, Ltd. In any such instance, should any representatives of Brookfield Capital Partners IV GP then be serving on our Board, such directors will be excluded from decisions of the Board related to the relevant determination or dispute.

December 2019 Share RepurchaseDelinquent Section 16(a) Reports

On December 3, 2019, in conjunction with a secondary block trade by Brookfield pursuant to Rule 144 underSection 16(a) of the Securities Exchange Act of 1933,1934, as amended we agreed to purchase common stock worth approximately $250 million directly from Brookfield at the arm’s length price determined by the competitive bidding process in the secondary block trade. As a result, on December 9, 2019, we repurchased 19,047,619(the “Exchange Act”), requires our directors, officers and beneficial owners of 10% or more of our shares of common stock directly fromto file reports with the SEC. We assist our directors and officers by monitoring transactions and completing and filing these reports on their behalf. Based on our records and other information, we believe that all reports, except one, that were required to be filed under Section 16(a) during 2021, were timely filed. BCP GP Ltd., an affiliate of Brookfield, atand a pricebeneficial owner of $13.125 per share for a totalmore than ten percent (10%) of $250 million, reducing total shares outstanding by approximately 7%. The price per share equaled the price at which the broker-dealer purchased certain shares of our common stock, from Brookfieldfailed to file on a timely basis one Form 4 reporting one transaction. BCP GP Ltd.’s transaction was executed in the secondary block trade. We funded the share repurchase with cash on hand. The termsJune 2021 and conditions of the share repurchase were reviewed and approved by the Audit Committee of our Board, which is comprised solely of independent directors. All repurchased shares were retired.reported in July 2021.

Other Brookfield Transactions

The Company uses BGRS, which was an affiliate of Brookfield until June 27, 2019, as a third-party provider to assist with the relocation of certain individuals upon hiring and relocation. The majority of the payments to BGRS flow through to the employee in the form of reimbursement, with BGRS retaining a small administrative fee. From January 1 to June 30, 2019, we paid approximately $220,569 to BGRS.

The Company also leverages Brookfield’s economy of scale in negotiating business insurance coverage. We reimburse Brookfield for our allocated portion of their insurance premiums. Since January 1, 2019, we paid approximately $107,601 to Brookfield related to insurance coverage.

subject to applicable community property laws, we believe that each beneficial owner identified in the table possesses sole voting and investment power over all common stock shown as beneficially owned by the beneficial owner.

The percentage of beneficial ownership is based on 267,156,734261,260,729 shares of common stock issued and outstanding on March 17, 2020.15, 2022. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is c/o GrafTech International Ltd., 982 Keynote Circle, Brooklyn Heights, OH 44131.

Policies on Transactions in Company Stock, Including Anti-hedgingAnti-Hedging Provisions

All of our executive officers, directors and other employees are prohibited from engaging in hedging or monetizing transactions with respect to our securities. “Hedging transactions” or “monetizing transactions” can be accomplished through a number of possible mechanisms, including through the use of financial instruments such(such as prepaid variable forwards, equity swaps, collars and exchange fundsfunds) or through other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities, often in exchange for all or part of the potential for upside appreciation in these securities. Because hedging transactions might permit an executive

Proposal 1 Elect Three Directors for a Three-Year Term or Until Their Successors are Elected and Qualified

Under ourBy-Laws, Amended Certificate of Incorporation, the number of members of our Board is fixed from time to time by the Board and may be increased or decreased by the majority of directors then in office. ThreeOur Board currently consists of eleven (11) members and is divided into three classes of directors, with two classes (Classes I and II) containing four directors and one class (Class III) containing three directors, and with the directors typically serving three-year terms. Generally, a class of members is up for re-election at each annual meeting. The terms of the directors in Class I expire at this Annual Meeting. Our current Class I directors are Michel J. Dumas, Leslie D. Dunn, Jean-Marc Germain and Denis A. Turcotte.

In addition to the directors named above, David Gregory, a Class II member, is also up for re-election at this Annual Meeting as a result of Brookfield completing its May 2021 offering. Upon completion of the May 2021 Brookfield Offering, Brookfield beneficially owned approximately 24.3% of our eightoutstanding common stock. Pursuant to the Stockholder Rights Agreement, in the event Brookfield owns or controls less than 25% of our outstanding common stock, the Brookfield directors Brian L. Acton,(currently Messrs. Gregory and Turcotte) will promptly tender their resignations. The Board (excluding the Brookfield directors) will have the option, but not the obligation, to accept the Brookfield directors’ resignations. If the Board (excluding the Brookfield directors) votes not to accept these resignations, the Brookfield directors will continue to serve as members of the Board until the next annual meeting of our stockholders, regardless of the time remaining in their respective terms of office. For more information regarding the Stockholder Rights Agreement, see “Certain Relationships and Related Party Transactions.”

In accordance with the Stockholder Rights Agreement, on June 1, 2021, the Brookfield directors, including Messrs. Gregory and Turcotte, tendered their resignations from the Board with the effectiveness of such resignations conditioned upon the Board’s (excluding the Brookfield directors) acceptance thereof. After consideration and discussion, the Board (excluding the Brookfield directors) determined that not accepting the resignations of the Brookfield directors would be in the best interests of the Company and its stockholders. Accordingly, Messrs. Gregory and Turcotte continued to serve as members of the Board until this Annual Meeting.

Because the terms of the directors in Class I expire at this Annual Meeting, and as result of the completion of the May 2021 Brookfield Offering and the terms of the Stockholder Rights Agreement, five (5) of our eleven (11) directors, Michel J. Dumas, Leslie D. Dunn, Jean-Marc Germain, David Gregory and David J. Rintoul,Denis A. Turcotte are standing forre-election at the Annual Meeting. Mr. Germain was appointed to our Board on October 7, 2021. Mr. Germain was selected through a comprehensive, national search process conducted by a global, independent executive search firm under the direction of the then existing G&C Committee. All of the director nominees were recommended for nomination to the Board by the G&CNominating and Corporate Governance Committee.

Each directorIf elected, at the Annual MeetingMessrs. Dumas, Germain, and Turcotte and Ms. Dunn will hold office for a three-year term until the 2025 Annual Meeting and Mr. Gregory will hold office for a one-year term until the 2023

Annual Meeting, or until his or her successor is elected and qualified, subject to earlier retirement, resignation or removal. Unless otherwise instructed, we will vote all proxies we receive FOR each nominee listed below. If a nominee becomes unavailable to serve, we will vote the shares represented by proxies for the election of such other person as the Board may recommend.

Required Vote

OurBy-Laws require that each director receive a majority of the votes properly cast with respect to such director in uncontested elections (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). As the election of directors at the Annual Meeting is uncontested, it requires a majority of the votes cast by, or on behalf of, the holders of Common Stock at the Annual Meeting. Abstentions and brokernon-votes are not considered as votes cast “for” or “against” a director and have no effect on the election results.

If stockholders do notre-elect a nominee who is already a director, Delaware law provides that the director continues to serve on the Board as a “holdover director.” Under ourBy-Laws and Corporate Governance Guidelines, each director must submit an irrevocable advance resignation that will be effective if the stockholders do notre-elect him or her and the Board accepts his or her resignation. In that situation, within 90 days from the date the election results are certified, the G&CNominating and Corporate Governance Committee will recommend to the Board whether to accept or reject the resignation, with the Board then taking action and promptly disclosing its decision and underlying rationale in a filing with the SEC.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH NOMINEE LISTED BELOW TO SERVE A THREE-YEAR TERM OR UNTIL HIS SUCCESSOR IS DULY ELECTED AND QUALIFIED.

Nominees forRe-Election and Incumbent Directors

Relevant information about each director appears below, including certain information regarding our directors’ individual experience, qualifications, attributes and skills, and brief statements of those aspects of our directors’ backgrounds that led us to conclude that they should serve as directors.

Nominees forRe-Election as CLASS I MEMBERS OF THE BOARD OF DIRECTORS – Current Term Expiring at the 2022 Annual Meeting

Nominee for Re-Election as CLASS II MEMBERS OF THE BOARD OF DIRECTORS – Current Term Expiring at the 20202022 Annual Meeting

CLASS II MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 2023 Annual Meeting

CLASS III MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE – Current Term Expiring at the 20212024 Annual Meeting

The Audit Committee has selected, and the Audit Committee and the Board recommend stockholder ratification of, Deloitte & Touche LLP as our independent registered public accounting firm for the year ended December 31, 2020.2022. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our consolidated financial statements.

Deloitte & Touche LLP has served as our independent registered public accounting firm since 2015. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as our independent registered public accounting firm is in the best interests of the Company and its stockholders.

Although ratification by stockholders is not required by law or byour By-Laws, the Audit Committee believes that submission of its selection to stockholders is a matter of good corporate governance. Even if the appointment is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interests of the Company and its stockholders. If our stockholders do not ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm, the Audit Committee will reconsider their selection.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement if they choose and will also be available to respond to appropriate questions from stockholders.

Required Vote

Approval of this ratification requires the affirmative vote of a majority of the voting power of the shares present in person or by proxy at the meeting and entitled to vote thereon. Therefore, abstentions will have the effect of votes against this proposal. NYSE rules permit brokers to vote uninstructed shares at their discretion on this proposal, so brokernon-votes are not expected.

THE AUDIT COMMITTEE AND THE BOARD UNANIMOUSLY RECOMMEND THAT YOU VOTE FOR THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP TO SERVE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2020

Audit Committee Report

Management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of consolidated financial statements in accordance with generally accepted accounting principles. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, is responsible for performing an independent audit of the Company’s financial statements and internal controls over financial reporting, in accordance with standards of the U.S. Public Company Accounting Oversight Board (PCAOB)(“PCAOB”). The Audit Committee is also responsible for monitoring and reviewing these processes.

The Audit Committee reviewed and discussed the Company’s audited financial statements for fiscal year 20192021 (ended December 31, 2019) and discussed2021) with the Company’s management, these financial statements, including the acceptability and quality of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The Audit Committee also reviewed and discussed with Deloitte & Touche LLP the audited financial statements and the matters required by the applicable requirements of the PCAOB Auditing Standard No. 1301 (Communications with Audit Committees).and the SEC. Deloitte & Touche LLP provided, and the Audit Committee withreceived, the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee has discussed with Deloitte & Touche LLP its independence and has considered whether the firm’s provision of othernon-audit related services to the Company is compatible with maintaining such auditors’ independence.

Based on its discussions with, and its review of information provided by, management and Deloitte & Touche LLP, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form10-K for the year ended December 31, 2019.2021.

By the Audit Committee of the Board of Directors of GrafTech International Ltd.

AUDIT COMMITTEE

Michel J. Dumas (Chair)

Brian L. Acton

AnthonyDebra Fine