GrafTech, a publicly traded Ohio-based graphite and steel producer, and an ousted board member of the company have engaged outside PR counsel as a public clash heads to a proxy battle next month.
Nathan Milikowsky, the largest independent shareholder of GrafTech and a former director who joined in an acquisition in 2010, is running the "Save GrafTech" slate of directors ahead of the company's annual meeting on May 15. The push is relying on Sard Verbinnen & Co for PR counsel.
Milikowsky, who previously advocated a CEO change that was eventually made, was tossed from the board in January after the company accused him of leaking company information to a hedge fund. He denies that charge and is lobbying to be re-named to the board, in addition to offering a slate of nominees.
GrafTech, which had 2013 revenue of $1.2B, is working with Joele Frank, Wilkinson Brimmer Katcher in the proxy showdown. GrafTech president and CEO Joel Hawthorne said this week in a letter to Milikowsky, which the company made public, that Milikowsky breached corporate governance practices and ethics while a board member and declined to re-appoint him. But GrafTech has floated a settlement offer that includes an independent investigation of the former board member that would pre-cede reinstatement to the board. The company has also offered to appoint up to three directors from the Save GrafTech slate in a settlement offer.
The New York Times in January said the GrafTech-Milikowsky PR battle "illustrates the complex dynamics when relations between directors and management turn sour," and "highlights the increased sensitivity inside the boardroom in an era of activist investors and insider trading."