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): December 13, 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 5.02

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

On December 13, 2019, Superior Industries International, Inc. (the “Company”) awarded Parveen Kakar, the Company’s Senior Vice President, Sales, Marketing and Product Development, a one-time retention award, comprised of a cash bonus in the amount of $216,300 and a grant of 20,000 restricted stock units under the Company’s 2018 Equity Incentive Plan (collectively, the “Retention Award”). The Retention Award is intended to incentivize Mr. Kakar to remain as the Company’s Senior Vice President, Sales, Marketing and Product Development through the payment date of the cash bonus and the vesting period of the restricted stock units and thereby ensure his continued employment as a key leader of the Company through the successful implementation of the Company’s operational improvement plans.

The cash bonus will be paid to Mr. Kakar in a cash lump sum on October 1, 2021 provided that he remains employed by the Company through such date. The grant of restricted stock units will vest in full on October 1, 2021, also subject to Mr. Kakar’s continued employment through such date. In addition, Mr. Kakar will receive the cash bonus, and the vesting of the restricted stock units will accelerate, upon a termination of his employment by the Company without “cause.”

The description of the Retention Award is qualified in its entirety by reference to the full text of the Retention Award Letter, a copy of which is filed herewith as Exhibit 10.1, and is incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit

Number

  

Exhibit

Description

10.1

   Retention Award Letter, dated December 13, 2019, between Parveen Kakar and Superior Industries International, Inc.*

 

*

Indicates management contract or compensatory plan or arrangement.

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: December 16, 2019       /s/ Matti Masanovich
      Matti Masanovich
      Executive Vice President and Chief Financial Officer

Exhibit 10.1

 

LOGO

December 13, 2019

Parveen Kakar

26419 Mandalay Circle

Novi, MI 48374

Dear Parveen,

As a key leader of Superior Industries International, Inc. (the Company), Superior would like to offer you this Retention Bonus Agreement.

Duration

The term of this Agreement will begin on December 13, 2019 and end on October 1, 2021, unless terminated before that time.

Retention Awards

You will be eligible for a cash retention bonus of $216,300.00 (USD) subject to the terms described below. The retention bonus will be paid to you through the next reasonable payroll cycle following October 1, 2021 provided you remain an employee of the company.

You have also been granted 20,000 RSUs (Restricted Stock Units) that will vest October 1, 2021, provided you remain an employee of the company. A separate document will be available to you at a later date.

Termination

If the Company terminates your employment before the end of the duration of this Agreement, other than for cause, the Company will be obligated to pay you the full amount of the cash retention bonus and vest the granted RSUs.

If you are terminated for cause at any point before the end of this Agreement, you will not be eligible for any portion of the cash retention bonus or vesting of the granted RSUs.

For purposes of this Agreement, cause means:

Your willful and continued failure to perform substantially your duties with the Company.

Your willful engagement in illegal conduct or gross misconduct.

Governing Law

The validity, interpretation and performance of this Agreement shall, in all respects, be governed by the relevant laws of the State of Michigan.

Modification

No provision of this Agreement may be modified, altered or amended, except by collective agreement between the Company and you in writing.

Arbitration

By signing this Agreement, you agree that any claims or disputes covered by this Agreement or resulting from your employment during the term of the Agreement must be submitted to binding arbitration and that this arbitration will be the only remedy for resolution of any such claim or dispute. This promise to resolve claims by arbitration is equally binding upon both you and the Company.

Any arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules. The Company will be responsible for any costs of arbitration, and each party shall bear its own expenses.

If you accept the terms of this Agreement, please sign below in the space provided.

Again, thank you for your leadership and dedication.

Sincerely,

 

/s/ Majdi Abulaban       December 13, 2019
Majdi Abulaban       Date
President and Chief Executive Officer      
Acceptance      
Signature:   /s/Parveen Kakar       December 13, 2019
             Date