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) February 11, 2021

 

 

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.

(b) On February 11, 2021, James S. McElya informed the Board of Directors (the “Board”) of Superior Industries International, Inc. (the “Company”) of his decision to retire and not to stand for reelection to the Board at the Company’s 2021 Annual Meeting of Stockholders. Mr. McElya will continue to serve through the remainder of his current term. Mr. McElya’s decision was not related to any disagreement with the Company on any matter relating to its strategy, leadership, operations, policies or practices.

 

Item 8.01

Other Events.

On February 18, 2021, the Company announced the retirement of Mr. McElya from the Board. A copy of the press release announcing the retirement of Mr. McElya 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, as amended (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, as amended or the Exchange Act.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit

Number

  

Exhibit

Description

99.1    Press Release dated February 18, 2021.

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: February 18, 2021    

/s/ Joanne M. Finnorn

    Joanne M. Finnorn
    Senior Vice President, General Counsel & Corporate Secretary

Exhibit 99.1

 

LOGO       News Release

Superior Industries Announces the Retirement of James S. McElya from

the Board of Directors

SOUTHFIELD, MICHIGAN – February 18, 2021 – Superior Industries International, Inc. (NYSE:SUP), one of the world’s leading aluminum wheel suppliers for OEMs and the European aftermarket, today announced the retirement of James S. McElya from Superior’s Board of Directors. Mr. McElya will not stand for re-election at the Company’s 2021 Annual Meeting of Stockholders. He will continue to serve through the remainder of his current term.

“We want to thank Jim for his insights and contributions to Superior’s long-term success over the last eight years. He has been an invaluable member of Superior’s Board and contributed significantly to the Company’s performance and achievements during his tenure. He was instrumental in Superior’s transformation from a regional automotive wheel manufacturer to a global leader in the design and manufacture of premium aluminum wheels to the automotive industry. We wish Jim the very best in all his future endeavors,” said Tim McQuay, Chairman of the Superior Board of Directors. “Going forward, our Board will continue to execute our plans to exercise strong corporate governance and ensure our Board represents a diverse set of opinions and skills to support long-term shareholder value.”

“Jim brought tremendous stature and experience to Superior that has been instrumental in steering our Company’s strategy and driving operating performance,” said Majdi Abulaban, Superior CEO. “Further, his personal mentoring and guidance has been invaluable to me and the management team.”

During his service, Mr. McElya led Superior’s Compensation and Benefits Committee and, more recently, its Nominating and Corporate Governance Committee. “I have enjoyed my time immensely on Superior’s Board as it transformed into a global, innovative wheel manufacturer for the automotive industry. Further, the Company’s expert navigation through the challenges brought on by the COVID-19 pandemic, including a complete shutdown of its manufacturing facilities, the successful restart of production and its ability to capitalize on the secular trends driving increased demand for its products was stunning. Under Majdi and Tim’s leadership, the Company is poised for long-term success as they execute the Company’s value creation roadmap,” commented Mr. McElya.

About Superior Industries

Superior is one of the world’s leading aluminum wheel suppliers. Superior’s team 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. For more information, please visit www.supind.com.

Contacts:

Superior Investor Relations:

Troy Ford

(248) 234-7104

Investor.Relations@supind.com