Graftech and Petrobras Boardroom Brawls
Graftech and Petrobras Boardroom Brawls
And the best value investing events around the world.
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Value Investing Events – The best ones around
Boardroom Brawls – Graftech International and Petrobras heat up
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Value Investing Events
Just Occurred – Look to 2025
April 10 – Ben Graham Centre’s Value Investing Conference – Toronto - Background on this year’s event can be found here - https://www.ivey.uwo.ca/bengrahaminvesting/bgcvi-events/2024/04/2024-value-investing-conference/ There were also stock pitches on Advance Auto Parts $AAP TerraVest $TVK.to 5N Plus $VNP.TO Manappuram $MANAPPURAM British American Tobacco $BTI Steel Partners $SPLP Arrow Electronics $ARW Wesco $WCC -
https://twitter.com/tidefallcapital/status/1778160203843719664?s=12
April 11 – Fairfax Financial AGM – Toronto – This is usually a good and great to piggyback with the Ben Graham Conference.
Upcoming
April 30-May 2 – Planet Microcap Conference – Las Vegas – https://planetmicrocapshowcase.com/ - This is looking like another great one. We hope they come back to Canada again (we went to the Vancouver event last fall – https://planet-microcap-showcase-vancouver2023.events.issuerdirect.com/compoents/30404 )
May 4 – Berkshire Hathaway AGM – Omaha – Sadly, this will be the first year without Charlie Munger. There are a lot of other events that occur around this, with the best we have attended are the Markel breakfast (day after) and the coinciding value investing conference -
https://www.valueinvestorconference.com
The 2024 visitor guide is here -https://www.berkshirehathaway.com/meet01/visguide2024.pdf And for those that won’t be attending in person, you can watch the whole thing here - https://www.cnbc.com/brklive/
August 1-2 – MicroCap Leadership Summit – Coeur d’Alene, Idaho – This is for members of MicroCapClub - https://microcapclub.com/summit/
October 4 – 4th European Value Investing Conference – Athens, Greece – This is a new one for us hosted by the Ben Graham Centre for Value Investing (Europe), in collaboration with the Greek Centre for Value Investing. Maybe a fun way to mix value investing and a holiday…! https://greekvalueinvestingcentre.com/index.php/events/conferences/
Know a great event coming up? Let us know!
Graftech’s Boardroom Brawl $EAF
Disclosure: We have no position currently.
A popcorn-worthy boardroom battle is heating up at previously covered Graftech International. It started with Nilesh Undavia making some noise.
A LETTER FROM NILESH UNDAVIA March 15, 2024
Dear Fellow GrafTech Stockholders:
I am a significant investor in GrafTech International, Ltd, a Delaware corporation (“GrafTech” or the “Company”), and I along with certain family trusts (the “Undavia Group” or “we”) own in the aggregate 15,318,517 shares of common stock of the Company, representing approximately 5.9% of the outstanding shares of common stock. The Undavia Group believes that the Board of Directors of this Company (the “Board”) needs significant change to ensure that the Company is being run in the best interest of all shareholders. We have thus nominated me to be elected to the Board of Directors at the upcoming Annual Meeting of Stockholders, to be held virtually at 8:00 A.M.Eastern Time on May 9, 2024.
And subsequently said:
It is our belief that shareholders will benefit immensely from having a large shareholder on the Board to correct the pattern of egregious mistakes made by its leadership in the past. These mistakes include a broad spectrum of poor decisions and failed oversight:
-Failing to identify and appoint stable executive leadership as the Company has endured three different CEOs since 2019;
-Failing to create and execute a comprehensive strategy to repair customer relationships damaged by the imposition and enforcement of long-term purchase agreements on the customer base amid the peak pricing environment of 2017-2018.
-Etc … etc…
These mistakes have cost the Company significant market share and diminished its industry leadership, even though GrafTech has premium assets that should make it a leader. Shareholders and bondholders have suffered wanton value destruction: shares are down 90% since the IPO and the Company’s bonds trade at 64 cents on the dollar.
The Board is not having any of it. Some highlights include:
The Board strongly urges you to discard and NOT to vote using any [•] proxy card sent to you by the Undavia Group.
The Board unanimously recommends Ms. Fine and Mr. Taccone for election at the Annual Meeting.
Ms. Fine has over 30 years of experience as an institutional investor and a deep knowledge of capital markets, as the Chair and former CEO of Fine Capital Partners. Her experience includes over two decades of successfully leading multiple investments in the steel industry. Mr. Taccone has over 35 years of experience consulting to companies in the global steel industry and companies with interests in the steel industry, including suppliers, customers and investors.
In contrast, Mr. Undavia has no direct sector experience, no executive level management experience and no public board experience. He cites as his relevant board experience his tenure on the board of his children’s school and his condominium association. He did not provide any new or differentiated views with respect to GrafTech’s strategy. In fact, Mr. Undavia’s principal suggestion for how he could create value at GrafTech was to involve himself in the selection process of the next CEO, which has since been concluded.
Mr. Undavia’s unfounded statements about our recent Board changes are also reasons for concern. The reduction in the number of directors aligned with the Board’s desire to downsize the Board, commensurate with the size of the business, and to reduce expense. Moreover, the current Board reflects substantial board refreshment, consistent with its strategy, as 75% of the Board’s current directors have been added since October 2021.
Mr. Undavia’s criticism of board compensation is also misplaced. The aggregate compensation paid to non-employee directors in 2023 declined from the amount paid in 2022 and is expected to decline further in 2024. In addition, the Board maintains a stock ownership policy, with all non-employee directors expected to be in compliance with the policy’s stated requirements.
Mr. Undavia has shown poor attention to detail and lack of thoroughness and judgment throughout his nomination process, which raises concerns about his suitability for the Board.
Here are the two proxies. More background can be found at Graftech - https://ir.graftech.com/investors/reporting/default.aspx
Petrobras’ Boardroom Brawl
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