UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 14, 2018

 

 

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-6615   95-2594729
(State or Other Jurisdiction
of Incorporation) 		  (Commission File
Number) 		  (IRS Employer
Identification No.)

 

26600 Telegraph Road, Suite 400
Southfield, Michigan 		  48033
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (248) 352-7300

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(e) of the Exchange Act  ☐

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c) On August  23, 2018, Superior Industries International, Inc. (the “Company”) appointed Matti Masanovich as its Executive Vice President and Chief Financial Officer, effective September 16, 2018.

Mr. Masanovich, 46, was previously the Senior Vice President and Chief Financial Officer at General Cable Corporation (NYSE: BGC), a publicly held global wire and cable manufacturer, from November 2016 to July 2018. Prior to that, Mr.  Masanovich served as the Vice President and Controller of International Automotive Components, an automotive interiors supplier, from August 2016 to October 2016. From November 2013 to April 2016, Mr. Masanovich served as Global Vice President of Finance, Packard Electrical and Electronic Architecture (E/EA) Division in Shanghai, China at APTIV (NYSE: APTV) (formerly Delphi Automotive), an automotive technology company. Mr.  Masanovich previously served in various executive positions with both public and private companies. Mr.  Masanovich began his career in public accounting at Coopers  & Lybrand (from 1994-1997) and PricewaterhouseCoopers LLP (from 1997-2001). Mr.  Masanovich holds a Bachelor of Commerce degree and a Master of Business Administration degree from the University of Windsor. Mr.  Masanovich is also a Chartered Accountant.

There are no family relationships between Mr. Masanovich and any of the directors and executive officers of the Company, nor are there transactions in which Mr.  Masanovich has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Mr. Masanovich will receive an annual base salary of $515,000.00. Mr.  Masanovich may receive annual bonuses based on attainment of performance goals, determined by the Company’s independent Compensation and Benefits Committee, in the amount of 70% of annual base salary. Mr.  Masanovich will also be eligible to participate in the Company’s 2018-2020 Long Term Incentive Plan, as administered by the Company’s Compensation and Benefits Committee, upon approval of the Compensation and Benefits Committee and Board of Directors, up to 125% of his base salary. Mr.  Masanovich is entitled to participate in all benefit plans generally made available to executive officers of the Company. A copy of the Offer Letter of Employment, dated August  23, 2018 (the “Offer Letter”), is attached hereto as Exhibit 10.1. The description of the Offer Letter set forth above is qualified in its entirety by reference to Exhibit 10.1.

 

Item 8.01

Other Events.

On September 14, 2018, the Company announced the appointment of Mr.  Masanovich as Executive Vice President and Chief Financial Officer. A copy of the press release announcing the appointment of Mr.  Masanovich is attached as Exhibit 99.1 to this Current Report on Form 8-K. Such press release shall not be deemed “filed” for purposes of Section  18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit
Number

  

Exhibit Description

10.1    Offer Letter of Employment, dated August 23, 2018, between Superior Industries International Inc. and Matti Masanovich.
99.1    Press Release, dated September 14, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

     

            SUPERIOR INDUSTRIES INTERNATIONAL, INC.

                                                   (Registrant)
Date: September 14, 2018       /s/ Donald J. Stebbins
      Donald J. Stebbins
      President and Chief Executive Officer

Exhibit 10.1

 

LOGO

Personal and Confidential

August 23, 2018

Mr. Matti Masanovich

14162 Riverside Drive East

Tecumseh, Ontario, Canada N8N1B6

Dear Matti,

I am pleased to extend an offer of employment to you as Executive Vice President, Chief Financial Officer for Superior Industries International, Inc. In this position you will be based out of our corporate headquarters in Southfield, Michigan and will report directly to me.

Compensation and Benefits

The starting base salary will be $515,000 per year, less applicable Federal and State taxes. This is a salaried position and you will be paid semi-monthly. You will also receive a car allowance of $800 per month pre-tax, payable at the first pay period of each month.

You will be eligible to participate in the following Superior Industries International, Inc. Incentive Compensation Programs:

 

  -

Under our 2018 Annual Incentive Performance Program (AIPP), you will be eligible for a discretionary annual performance bonus, which will be prorated for days worked in the calendar year, with a target of 70% of your base salary ($360,500). All earned bonuses are typically paid before March 15th of the following year and are based on the company’s performance as well as your individual performance.

 

  -

Additionally, as Executive Vice President, Chief Financial Officer, you qualify to receive an incentive award through participation in Superior’s 2018-2020 Long-Term Incentive program as administered by Superior’s Compensation and Benefits Committee of the Board (“Committee”). The 2018 target incentive award is valued at 125% of your base salary ($643,750). The Committee has also approved you receiving 1/3 of the 2017-2019 award ($214,583) which is comprised of time based and performance based restricted stock units.

As an employee of Superior Industries International, Inc., you will be eligible to participate in our benefits and plans available to executives, including our medical, dental, vision, life and long-term disability insurance plans, with eligibility beginning on the first day of the calendar month following your date of hire. A 401(K) plan with a company match is also offered to assist you in your long-term financial planning. You will be eligible to participate in the plan the first of the month after two months of employment.

Vacation

You are eligible for four weeks of paid vacation per year.

Page 2

Matti Masanovich

 

Start date

Your start date of employment will be September 16, 2018 subject to U.S.C.I.S. approval of our petition filed on your behalf for TN status. Prior to such date you will be expected to maintain this offer and your acceptance confidential.

Contingencies

This offer is contingent upon the successful completion of the pre-employment urinalysis and alcohol screening, as well as our receipt of satisfactory results from the verification of work history, criminal background check and credit check.

The Immigration Reform and Control Act of 1986 requires Superior to verify the identity of every new employee and their legal right to work in the United States.

Employment

Employment with the Company is at-will and is not for any fixed period of time. Employees may terminate their employment at any time for any reason. Similarly, the Company may terminate any individual’s employment at any time for any reason. Your employment will be conditional upon your signing an agreement to your at-will employment status.

If you find the terms of our offer acceptable, please acknowledge by signing and returning one copy of this letter to me. This letter represents all terms associated with this offer of employment.

Matti, I want you to know that the directors and employees you have met at Superior are very excited about you joining Superior Industries International, Inc. and look forward to working with you.

Sincerely,

Don Stebbins

President and Chief Executive Officer

 

 

I hereby accept this offer of employment:

 

/s/ Matti Masanovich     August 23, 2018
Matti Masanovich     Date

Exhibit 99.1

 

LOGO      News Release  

Superior Industries Announces the Appointment of Matti Masanovich as

Executive Vice President and Chief Financial Officer

SOUTHFIELD, MICHIGAN – September 14, 2018 – Superior Industries International, Inc. (NYSE:SUP) , one of the world’s leading aluminum wheel suppliers, today announced the appointment of Matti Masanovich as Executive Vice President and Chief Financial Officer effective September 16, 2018.

“Matti is a seasoned finance leader, with a robust transactional and operational background. Over the last 20 years, he has established a strong track record of enhancing the finance organizations of various public companies, including acquiring talent, improving internal processes and positioning them to deliver shareholder value. This expertise, coupled with his deep understanding of the automotive industry, will prove invaluable as we continue to execute our strategy to drive long-term, sustainable growth,” said Don Stebbins, President and Chief Executive Officer.

Prior to joining Superior, Mr. Masanovich was the Senior Vice President and Chief Financial Officer at General Cable Corporation from November 2016 to July 2018. Previously, Mr. Masanovich served as the Vice President and Controller of International Automotive Components from August 2016 to October 2016. From November 2013 to April 2016, Mr. Masanovich served as Global Vice President of Finance, Packard Electrical and Electronic Architecture (E/EA) Division in Shanghai, China at APTIV (formerly Delphi Automotive), an automotive technology company. Mr. Masanovich previously served in various executive positions with both public and private companies. Mr. Masanovich began his career in public accounting at Coopers & Lybrand (from 1994-1997) and PricewaterhouseCoopers LLP (from 1997-2001). Mr. Masanovich holds a Bachelor of Commerce degree and a Master of Business Administration degree from the University of Windsor. Mr. Masanovich is also a Chartered Accountant.

About Superior Industries

Superior is one of the world’s leading aluminum wheel suppliers. Superior’s team collaborates and partners with customers to design, engineer and manufacture a wide variety of innovative and high quality products utilizing the latest lightweighting and finishing technologies. Superior also maintains leading aftermarket brands including ATS ® , RIAL ® , ALUTEC ® , and ANZIO ® . Headquartered in Southfield, Michigan, Superior is listed on the New York Stock Exchange and is a component of Standard & Poor’s Small Cap 600 and Russell 2000 Indices. For more information, please visit www.supind.com .

Superior Investor Relations:

Troy Ford

(248) 234-7104

Investor.Relations@supind.com