UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 23, 2019
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
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered |
||
| Common Stock, $0.01 par value | SUP | New York Stock Exchange |
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)
Emerging growth company ☐
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 5.07 |
Submission of Matters to a Vote of Security Holders |
On April 26, 2019, Superior Industries International, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) disclosing the results of the Company’s annual meeting of stockholders, which was held on April 23, 2019 (the “Annual Meeting”). The numbers reported in the Original 8-K were prepared by Broadridge Financial Solutions, Inc., who served as the inspector of elections (the “Inspector”) at the Annual Meeting. On July 22, 2019, the Inspector notified the Company of an error in its original calculation of the votes “for” Francisco S. Uranga and provided the Company with a corrected number, which is reflected below. While the specific number of votes “for” Francisco S. Uranga has changed, this change did not affect the results for his election. All other vote counts remain the same.
Proposal One: Election of Directors
|
Director Nominees |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
|
Michael R. Bruynesteyn |
21,339,860 | 3,376,781 | 3,958,359 | |||||||||
|
Richard J. Giromini |
21,585,812 | 3,130,829 | 3,958,359 | |||||||||
|
Paul J. Humphries |
21,271,295 | 3,445,346 | 3,958,359 | |||||||||
|
Ransom A. Langford |
21,200,584 | 3,516,057 | 3,958,359 | |||||||||
|
James S. McElya |
21,057,509 | 3,659,132 | 3,958,359 | |||||||||
|
Timothy C. McQuay |
21,397,542 | 3,319,099 | 3,958,359 | |||||||||
|
Ellen B. Richstone |
21,414,101 | 3,302,540 | 3,958,359 | |||||||||
|
Francisco S. Uranga |
20,920,167 | 3,796,474 | 3,958,359 | |||||||||
Proposal Two: Advisory Vote on Compensation of Named Executive Officers
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
| 15,282,179 | 7,077,156 | 2,357,306 | 3,958,359 |
Proposal Three: Ratification of Independent Registered Public Accounting Firm
|
For |
Against |
Abstain |
||
| 26,954,745 | 1,709,001 | 11,254 |
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: July 26, 2019 | /s/ Matti Masanovich | |||||
| Matti Masanovich | ||||||
| Executive Vice President and Chief Financial Officer | ||||||