UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)            August 3, 2018

 

Superior Group of Companies, Inc.

(Exact name of registrant as specified in its charter)

 

Florida

001-05869

11-1385670

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

 

10055 Seminole Blvd., Seminole, Florida

(Address of principal executive offices)

33772

(Zip Code)

 

Registrant's telephone number including area code:  (727) 397-9611

 

Not Applicable

(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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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(a) 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 August 3, 2018 (the “Effective Date”), Andrew D. Demott, Jr. resigned from his position as Chief Financial Officer and Treasurer of Superior Group of Companies, Inc. (the “Company”) effectively immediately. Mr. Demott remains the Chief Operating Officer (“COO”) of the Company. In addition, on the Effective Date the Board of Directors of the Company (the “Board”) appointed Mr. Demott to serve as a director of the Company effective immediately until the next annual meeting of shareholders.

 

On the Effective Date, the Board furthermore appointed Michael J. Attinella as the Company’s new Chief Financial Officer and Treasurer effectively immediately.

 

Mr. Attinella previously was employed by HSNi, a $3.7 billion NASDAQ listed leading electronic retailer, where he served as senior vice president and chief accounting officer of HSNi since 2008, and executive vice president and chief financial officer of HSN since 2013. Mr. Attinella began his tenure with HSNi in 2001 as vice president, controller. Previously, Mr. Attinella was vice president, controller at Catalina Marketing Corp., a strategic marketing firm in the consumer goods and retail sector. He also served various financial and operational responsibilities at Tech Data Corporation, one of the world’s largest technology wholesale distributors. Mr. Attinella has extensive financial, operational, governance and strategic experience and a deep knowledge of scaling high-growth companies. Mr. Attinella is 57 years of age.

 

In connection with Mr. Attinella’s appointment, the Company and Mr. Attinella executed an offer letter dated August 1, 2018 (the “Offer Letter”). Under the Offer Letter, Mr. Attinella will receive an annual salary of $250,000 and be eligible to (i) earn performance-based incentive compensation in accordance with Company policy and practice, and (ii) receive options for Company stock and restricted stock grants as determined by the Board.

 

The Offer Letter provides for a target incentive amount (“TIA”) as a percentage of base salary equal to 35% (pro-rated for fiscal year 2018) in connection with the Company’s annual incentive bonus program. In general, the annual incentive bonus ties incentive compensation to net earnings per share as reported in the Company’s audited financial statements adjusted for certain items (“BEPS”) and achievement of individual goals. Mr. Attinella’s BEPS level for 100% payout of the TIA for fiscal year 2018 is expected to be equal to $1.13 per share. The description of the Company’s annual incentive bonus program for 2018 is incorporated herein by reference to the section “ Executive Compensation – Compensation Discussion and Analysis – The Elements of Compensation – Annual Incentive Bonus ” in the Company’s proxy statement on Schedule 14A filed on March 20, 2018.

 

The Offer Letter also specifies that Mr. Attinella will be eligible to participate in health and welfare benefits generally available to employees of the Company. Finally, the Offer Letter provides that either party can terminate the relationship at any time with or without cause and with or without notice.

 

 

Item 5.05              Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

 

On the Effective Date, the Board approved and adopted a new Code of Business and Ethical Conduct of the Company (the “New Code”).

 

The New Code revises the prior Code of Business and Ethical Conduct in that it, among other things, (i) assigns oversight responsibility for potential Code violations and potential conflicts of interest to the Audit Committee (with respect to the CEO, CFO, Treasurer, and persons performing similar functions) and to the Corporate Governance, Nominating, and Ethics Committee (with respect to other officers and directors), (ii) makes corresponding revisions to the compliance procedures and whistleblower policy, (iii) updates the Company’s policies on equal employment and social media, and (iv) introduces a new Anti-Corruption and Anti-Bribery policy.

 

The foregoing description of the revisions to the prior Code of Business and Ethical Conduct is qualified in its entirety by reference to the full text of the Code, which is filed as Exhibit 14.1 hereto and available on the Company’s website at http://ir.superiorgroupofcompanies.com/Governance. The information on the Company's website is not incorporated by reference in this current report.

 

 

 

 

Item 7.01.              Regulation FD Disclosure.

 

On August 6, 2018, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 hereto.

 

 

Item 9.01.              Financial Statements and Exhibits.

 

 

(d)

Exhibits:

 

 

14.1

Superior Group of Companies, Inc. Code of Business and Ethical Conduct

 

 

99.1

Press release of the Company, dated August 6, 2018

 

 

 

 

 

Signature

 

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 GROUP OF COMPANIES, INC.  
       
       
       
  By: /s/ Andrew D. Demott, Jr.  
  Name: Andrew D. Demott, Jr.  
  Title: Chief Operating Officer  

 Date: August 6, 2018

 

 

 

EXHIBIT 14.1

 

CODE OF BUSINESS AND ETHICAL CONDUCT

 

INTRODUCTION

 

Superior Group of Companies, Inc. strives to conduct business with the highest degree of integrity and honesty. We have adopted this Code of Business and Ethical Conduct (“Code”) in order to promote such behavior, deter wrongdoing, and ensure accountability.

 

This Code applies to Superior Group of Companies, Inc. and its subsidiaries, and its and their employees, officers, and directors (collectively, the "Company" or "SGC"), as well as to the Company's suppliers, vendors, and business partners, regardless of geographical location. Compliance with the Code is a requisite of employment, affiliation, and engaging in business with the Company. This Code provides guidance regarding the Company's commitment to operating ethically in all of its business dealings. As with many universal codes, some sections and topics may be more relevant to certain functions or departments than to others. However, because just one person’s misconduct can damage the Company's hard-earned reputation and compromise the public’s trust, everyone should become familiar with the entire Code.

 

This Code is not a comprehensive manual that covers every situation that one might encounter. It is a guide that highlights key issues and identifies policies and resources to help individuals make correct decisions. Specific guidance for Company employees on particular issues also may be found, among other places, in your applicable employee guide or by asking your supervisor. Specific guidance for non-employees on particular issues also may be found in applicable Company policies and procedures, such as the Supplier and Vendor Compliance Manual, a copy of which is available upon request.

 

§1:      C OMPLIANCE WITH LAWS, RULES, AND R EGULATIONS

 

All employees, officers, directors, suppliers, vendors, and business partners must ensure that their own conduct, as well as the conduct of those who report to them, fully complies with all applicable statutes, laws, constitutions, treaties, conventions, administrative interpretations, ordinances, rules, regulations, codes, orders, judgments, or rulings of any foreign, domestic, federal, state, or local governmental authority, quasi-governmental authority, stock market regulator, or stock market (collectively, the "Law") and this Code. If there is a conflict between the Law and this Code, the Law controls. However, if it is simply local custom or policy which conflicts with this Code, the Code controls.

 

Any employee, officer, or director who violates the Code will be subject to disciplinary action, ranging from warnings to termination or removal, and possible civil

 

 

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action or criminal prosecution. If any supplier, vendor, or business partner violates the Code, the Company reserves the right to immediately terminate its business relationship with that entity or person. If anyone is in a situation that he or she believes may violate or lead to a violation of this Code, he or she should follow the guidelines described in the Code.

 

This Code is not intended as a replacement for legal advice. If an employee, officer, or director has a question about the applicability of any Law or the Code, he or she should contact the General Counsel of SGC. Any supplier, vendor, or business partner should seek legal counsel of its choosing.

 

§2:      C ONFLICTS OF INTEREST

 

A "conflict of interest" exists when an individual’s private interest interferes, becomes adverse, or even appears to conflict in any way, with the interests of the Company. A conflict situation can arise when an employee, officer, or director takes actions or has interests that may make it difficult to perform his or her work on behalf of the Company in an objective and effective manner. Conflicts of interest also may arise when an employee, officer, director, or member of his or her family, receives improper personal benefits as a result of his or her position in the Company.

 

It is almost always a conflict of interest for a Company employee to work simultaneously for a customer, supplier, vendor, business partner, or competitor. For that reason, an employee is not allowed to work for a customer, supplier, vendor, business partner, or competitor. The best policy is to avoid any direct or indirect business connection with the Company's customers, suppliers, vendors, business partners, or competitors, except on the Company's behalf. Conflicts of interest are prohibited as a matter of Company policy, except as permitted by guidelines approved by the Corporate Governance, Nominating, and Ethics Committee (or the Audit Committee for conflicts involving Senior Financial Officers, as described below). Conflicts of interest may not always be clear-cut, so if a question or conflict arises, the employee, officer, or director should consult with or inform higher levels of management or the Chief Ethics Officer.

 

The Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), and Treasurer, or persons performing similar functions (each, a "Senior Financial Officer") shall handle all actual or apparent conflicts of interest between his or her personal and professional relationships in an ethical and honest manner, and shall disclose in advance to the Chairperson of the Audit Committee any transaction or relationship that reasonably could be expected to give rise to an actual or apparent conflict of interest between the Company and such Senior Financial Officer. To the extent that an actual or apparent conflict of interest is deemed to exist, the Chairperson of the Audit Committee shall report the relevant details of such conflict of interest to the Audit Committee. The Audit Committee shall thereafter take such action with respect to the conflict of interest involving a Senior Financial Officer as it deems appropriate. The Audit Committee shall timely inform the Corporate Governance,

 

 

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Nominating, and Ethics Committee of the matter and the action, if any, taken by the Audit Committee.

 

§3:      OUTSIDE EMPLOYMENT

 

The Company has adopted the following rules and guidelines relating to outside employment, which apply to all SGC employees, including part-time and introductory employees:

 

 

Before commencing outside employment, each employee must give advance written notice of the outside employment to the Human Resources Department.

 

 

Outside employment must not interfere with the employee's work performance or work schedule.

 

 

Employees may not use SGC’s assets, such as its property, facilities, equipment, supplies, IT resources and communication systems (such as computers, networks, e-mail, telephones, or voicemail), time, intellectual property, brand, or reputation in connection with any outside employment.

 

 

Employees engaging in outside employment must comply with SGC’s applicable policies, such as those pertaining to conflicts of interest, and protection of confidential, proprietary, and trade secret information.

 

 

Employees may not engage in any outside employment for an employer that competes with SGC.

 

§4:      INSIDER TRADING

 

Federal and state securities laws prohibit the purchase, sale, or other trading of a company's securities by persons who are aware of material information about that company that is not generally known by or available to the public. These laws also prohibit persons who are aware of such material-nonpublic information from disclosing this information to others who may trade. Company policy also prohibits such actions. For a more comprehensive statement on insider trading, please view the Company's Insider Trading Policy, a copy of which is available upon request to the General Counsel.

 

§5:      CORPORATE OPPORTUNITIES

 

Employees, officers, and directors are prohibited from taking for themselves opportunities that are discovered through the use of Company assets, such as its property or information, or through his or her position without the consent of the Board of Directors. No employee, officer, or director may use his or her position for improper personal gain, and no employee, officer, or director may compete with the Company directly or indirectly. Employees, officers, and directors owe a duty to the Company to advance the Company's legitimate interests when the opportunity to do so arises.

 

 

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§6:      COMPETITION AND FAIR DEALING

 

The Company seeks to outperform competitors fairly and honestly. The Company seeks competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee, officer, and director should endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, vendors, business partners, competitors, and employees. No employee, officer, or director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

 

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantages. No gift or entertainment ever should be offered, given, provided, or accepted by any Company employee, officer, director, or family member of an employee, officer, or director, or agent unless it (1) is not a cash gift, (2) is consistent with customary business practices, (3) is not excessive in value, (4) cannot be reasonably construed as a bribe, kickback, or payoff, and (5) does not violate any Law. As a general guide, our employees, officers, directors, family members of an employee, officer, or director, and agents should not give or accept any business entertainment or gift of a value of more than one hundred dollars ($100.00). Every employee, officer, or director should discuss with his or her supervisor any gift or proposed gift that the employee is not certain is appropriate.

 

§7:      EQUAL EMPLOYMENT OPPORTUNITY

 

SGC is an equal opportunity employer and complies with all applicable Laws. SGC strictly prohibits and does not tolerate discrimination or harassment against employees, applicants, or any other covered persons because of race, color, religion, sex, sexual orientation, national origin, age, disability, veteran status, genetic information, or other status protected by applicable Law. This policy applies to all terms and conditions of employment, including, but not limited to, hiring, training, promotion, discipline, compensation, benefits, and termination of employment. No form of unlawful discrimination or harassment, will be tolerated.

 

The Company requires its suppliers, vendors, and business partners to support equal employment opportunities in their operations.

 

§8:      HEALTH AND SAFETY

 

The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices, and for reporting accidents, injuries, and unsafe equipment, practices, or conditions.

 

 

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§8.1: ILLEGAL DRUGS AND CONTROLLED SUBSTANCES

 

SGC is committed to maintaining a Drug-Free Workplace and acting in accordance with the Federal Drug-Free Workplace Act. SGC has adopted a Drug-Free Workplace Statement which is applicable to all Company employees and is available upon request.

 

§9:      RECORD KEEPING

 

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. It is critical that any impropriety or possible appearance of impropriety be avoided. For example, only the true and actual number of hours worked should be reported. Many employees regularly use business expense accounts, which must be documented and recorded accurately. If an employee is not certain whether an expense is legitimate, the employee should ask his or her supervisor or the Chief Financial Officer.

 

All of the Company's books, records, accounts, and financial statements must be maintained in reasonable detail, must accurately and fairly reflect the Company's transactions and dispositions of assets, and must conform both to applicable Law and to the Company's system of internal controls.

 

Compliance with the Company's quality processes and safety requirements is essential. This means all inspection and testing documents must be handled in accordance with all applicable laws and regulations.

 

Records always should be retained or destroyed according to the Company's record retention policies or practices. Should you have any questions regarding record retention, consult the General Counsel before taking any action. Also the section in this Code entitled "Governmental Reporting Requirements".

 

§10:     CONFIDENTIALITY

 

Employees, officers, and directors must maintain the confidentiality of confidential information entrusted to them by the Company and/or its customers, suppliers, vendors, business partners, or other third-parties, except when disclosure is authorized by an appropriate SGC representative or required by Law. Confidential information includes all non-public information that might be of use to competitors or harmful to the Company or its customers if disclosed. The obligation to preserve confidential information continues even after employment ends.

 

§11:     PROTECTION AND PROPER USE OF COMPANY ASSETS

 

All employees, officers, and directors should endeavor to protect the Company's assets and ensure their efficient use. Fraud, theft, carelessness, and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately

 

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reported to the Human Resources Department. Company assets should be used for legitimate business purposes and should not be used for non-Company business, though incidental personal use may be permitted.

 

The obligation of employees, officer, and directors to protect the Company's assets includes its proprietary information. Proprietary information includes, but is not limited to, intellectual property, such as trade secrets, patents, trademarks, service marks, and copyrights, technology, discoveries, ideas, concepts, know-how, methods, techniques, patterns, processes, terminology, styling, markers, structure, marketing and distribution methods, plans, business, marketing and service plans, engineering and manufacturing ideas, designs, specifications, drawings, maps, blueprints, diagrams, analyses, strategies, compilations, studies, databases, records, salary information, customer lists, costs, pricing, and any non-publicly filed or furnished financial data and reports. Unauthorized use or distribution of this information violates Company policy. It also could be illegal and result in civil or criminal penalties against the Company and/or the individuals involved.

 

§12:     USE OF SOCIAL MEDIA

 

The use of social media is common in society. It is used in both professional and personal situations. However, use of social media also presents certain risks and carries with it certain responsibilities.

 

The Company does not intend to limit the lawful use of social media by its employees, officers, and directors. However, the principles and guidelines found in this Code apply to activities online. Any of an individual’s conduct that adversely affects his or her job performance, or that of his or her fellow employees, or otherwise adversely affects employees, shareholders, customers, vendors, suppliers, and business partners or the Company’s legitimate business interests, reputation, goodwill, or otherwise violates the Company’s policies on social media use may result in disciplinary action, up to and including termination.

 

§13:     UNAUTHORIZED PAYMENTS AND CLAIMS

 

The Company is committed to abiding by all laws related to unauthorized payments and claims. All employees, officers, directors, suppliers, vendors, and business partners of the Company must comply with the Anti-Kickback Act of 1986, the Federal False Claims Act, and all other unauthorized payment (including anti-kickback) and false claims Laws.

 

All questions about past, present, or future conduct concerning unauthorized payments (including kickbacks) and false claims should be directed to the Company's General Counsel. All alleged violations of an unauthorized payment and/or false claims law should be reported using the procedures set forth in this Code.

 

§14:    ANTI-CORRUPTION AND ANTI-BRIBERY

 

The Company strives to conduct business with the highest degree of integrity and

 

 

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honesty. The Company has adopted an Anti-Corruption and Anti-Bribery Policy which is applicable to all Company employees, officers, directors, suppliers, vendors, and business partners and is available upon request.

 

§15:     FAIR LABOR STANDARDS

 

The Company is committed to abiding by all applicable labor laws. This commitment also means that the Company will not knowingly enter into an agreement with any supplier, vendor, or business partner who violates applicable labor laws or fails to comply with the requirements of the Supplier and Vendor Compliance Manual.

 

In order to conduct business with the Company, all suppliers, vendors, and business partners must:

 

 

(1)

Affirm that they are not currently in violation of the laws of the jurisdictions in which they operate regarding the payment of wages, overtime, hours of work, child labor, convict and forced labor, and health and safety, among other things, and that they will remain in compliance throughout the duration of our relationship.

 

 

(2)

Agree to allow the Company to enter their premises for the purpose of inspecting working conditions.

 

 

(3)

Agree to make records and information available to the Company that may help to determine if they are in compliance with applicable laws and regulations.

 

 

(4)

Agree that any violation or threatened violation of the Code or the Supplier and Vendor Compliance Manual, including but not limited to, a violation of the Law, is cause for immediate termination by the Company of its contractual and/or business relationship with such supplier or vendor, including with respect to any current orders.

 

 

(5)

Comply with all applicable U. S. Customs and Border Protection-related laws and regulations, and with all similar laws and regulations of other applicable jurisdictions.

 

§16:     POLITICAL ACTIVITIES

 

The Company strongly believes in the democratic political process and invites all employees, officers, and directors to take part in that process on their own time. However, the Law limits the Company's activities. Therefore, no political contribution of corporate funds or use of corporate property, services, or other assets may be made without the written approval of the General Counsel. This includes indirect expenditures on behalf of a candidate or elected official, such as travel at Company expense and use of telephones and other Company equipment, which may be viewed as a donation. Any questions concerning this subject should be referred to the General Counsel. Under no circumstances may any employee, officer, or director be reimbursed or compensated in any manner for political activities.

 

 

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§17:    GOVERNMENTAL REPORTING REQUIREMENTS

 

Each Senior Financial Officer in all reports and documents the Company files with or submits to the U.S. Securities and Exchange Commission ("SEC") or in other public communications that the Company makes will use his or her best efforts to ensure the timely and understandable disclosure of information that, in all material respects, is full, fair, accurate, objective, and relevant. As part of this undertaking, each Senior Financial Officer periodically will consider the adequacy and effectiveness of the Company's "internal control over financial reporting" and "disclosure controls and procedures" (as such terms are defined or used in rules adopted by the SEC).

 

Other Company employees shall comply with all applicable governmental reporting requirements on an accurate and timely basis. Copies of all filings with governmental authorities, including but not expressly limited to the SEC, shall be retained in the Company's files until destroyed in accordance with applicable Laws and Company record retention requirements. Every employee, officer, and director may report, anonymously and confidentially, in the manner described in the Company's Whistle Blower policy appearing in this Code, any concerns about the manner in which the Company's financial statements or public reports are prepared, the sufficiency of its internal controls, the honesty or competence of its Senior Financial Officers and other financial management or independent auditors, or any other concerns regarding questionable accounting or auditing matters. We refer to all of these matters collectively as "Questionable Accounting and Auditing Matters."

 

§18:    CONTRACT NEGOTIATIONS

 

All certifications and representations to any customer, including the U.S. Government, must be accurate, current, and complete in all respects. Submissions to any customer of a proposal, quotation, or other document or statement that is false, incomplete, or misleading may create civil and/or criminal liability for the Company, the individual, and anyone who condones such a practice. Each employee, officer, director, supplier, vendor, and business partner must be honest, accurate, and complete in every representation made on any claim or certification submitted.

 

§19:    BID PRACTICES

 

United States antitrust laws are enacted to promote competition and preserve the free enterprise system. These laws apply to all domestic and certain foreign business transactions by U.S. companies. Pricing, boycotts, and trade association activity present frequent antitrust issues, which require proper action by the Company. All employees, officers, directors, vendors, suppliers, and business partners must follow all antitrust laws and are directed to take special precautions in this area, as the antitrust laws are exceedingly complicated. For example, the actions described below may often constitute infractions of the antitrust laws and should be properly reviewed for antitrust law compliance before taking them:

 

 

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(1)

An agreement with one or more competitors to fix prices at any level or other terms and conditions of sale, to allocate customers or markets, to fix levels of production or production quotas, or to boycott a supplier or customer.

 

 

(2)

Any form of collusion in the submission of competitive bids (i.e., "bid rigging").

 

§20:     GOVERNMENT SOURCE SELECTION INFORMATION

 

Employees, officers, directors, suppliers, vendors, and business partners may not solicit or receive any source selection information, including U.S. Government source selection information, by any means other than through official channels. Source selection information includes, but is not limited to, listings of bid prices before bid openings, listings of proposed costs, source selection plans, technical evaluation plans, technical evaluations or proposals, cost or price evaluations or proposals, competitive range determinations, bid or proposal rankings, reports and evaluation of source selection panels, and other information specifically designated as “source selection information”.

 

§21:     WAIVERS OF THE CODE OF BUSINESS AND ETHICAL CONDUCT

 

Any waiver of this Code for an officer or director may be made only by the Board of Directors, and promptly will be disclosed to the Company’s shareholders, along with the reasons for such waiver, as may be required by Law or applicable stock exchange regulation.

 

§22:     REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

 

Employees, officers, and directors are encouraged to talk to supervisors, managers, or other appropriate personnel when in doubt about the best course of action in a particular situation. Employees, officers, and directors should promptly report any illegal or unethical behavior and any perceived illegal or unethical behavior, including any violation of the Law or this Code, to appropriate personnel as set forth in this Code, such as by using the procedure outlined in the Company's Whistle Blower policy included in this Code. It is the policy of the Company not to allow retaliation for reports of misconduct made in good faith by employees, officers, or directors. Employees, officers, and directors are expected to cooperate in internal investigations of misconduct.

 

If any person believes that an officer or director has violated or is about to violate this Code or the Law, or is being asked to violate this Code or any Law in the performance of his or her duties for the Company, he or she should promptly report the matter to the Chairperson of the Corporate Governance, Nominating, and Ethics Committee (or the Audit Committee if the person is a Senior Financial Officer or the Audit Committee is otherwise listed as the reporting entity in this Code). The Chairperson of the Corporate Governance, Nominating, and Ethics Committee (or Audit Committee, if applicable)will take appropriate steps to maintain the confidentiality of the reporting person's identity, to the extent that the Chairperson can do so consistent with Company policy and the Law. The Chairperson of the Corporate Governance, Nominating, and Ethics Committee (or Audit Committee, if applicable) also will promptly report the matter to the full Corporate Governance, Nominating, and Ethics Committee (or full

 

 

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Audit Committee, if applicable). Anyone may report violations of this Code or the Law on an anonymous basis. No retribution will be taken against a person for reporting, in good faith, a violation or suspected violation of this Code or the Law.

 

§23:     COMPLIANCE PROCEDURES

 

Sometimes it is difficult to know right from wrong. Because we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem.

 

These are the steps to keep in mind:

 

Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

 

Ask yourself: What am I being asked to do? Does it seem unethical or improper? This will help you focus on the specific question you are faced with and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper seek guidance from your supervisor or another appropriate resource.

 

Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.

 

Discuss the problem with your supervisor. In many cases your supervisor will be more knowledgeable about the question and will appreciate being brought into the decision making process. It is your supervisor's responsibility to help solve problems.

 

Seek help from Company resources.

 

 

(1)

In the rare case in which it may not be appropriate to discuss an issue with your supervisor or in which you do not feel comfortable approaching your supervisor with your question, discuss it with your local office manager or the head of Human Resources.

 

 

(2)

You also may contact the Company's Chief Ethics Officer via the Company's Ethics Hotline at 800-632-2252 or the Chairperson of the Corporate Governance, Nominating, and Ethics Committee at Superior Group of Companies, Inc., c/o Corporate Governance, Nominating, and Ethics Committee Chairperson, 10055 Seminole Blvd., Seminole, FL 33772; GovernanceChair@superioruniformgroup.com; or 727-865-4252, or, if your concern involves conduct by a Senior Financial Officer or a Questionable Accounting and Auditing Matter, you may contact the Chairperson of the Audit Committee directly at Superior Group of Companies, Inc., c/o Audit Committee Chairperson, 10055 Seminole Blvd., Seminole, FL 33772; AuditChair@superioruniformgroup.com; or 727-865-4255.

 

 

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(3)

If you prefer, you may notify the Company of your concerns through the procedures established in the Whistle Blower policy appearing below. You may report ethical violations in confidence and without fear of retaliation.

 

 

(4)

You also may submit a report, including if related to Questionable Accounting and Auditing Matters, anonymously by following the procedures specified for the Safe 2 Say Program in the Whistle Blower policy. The Company does not permit retaliation of any kind against employees, officers, or directors for good faith reports of ethical violations or violations of this Code or the Law.

 

Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

 

§24:     INTERPRETATION AND ENFORCEMENT

 

Except as provided for in this Code, the Company's managers and supervisors are responsible for the day-to-day administration of this Code and the Company's Chief Ethics Officer is responsible for all questions regarding the interpretation or application of this Code that involve non-officer employees and non-director employees and which do not pertain to Questionable Accounting and Auditing Matters. The Company's Corporate Governance, Nominating, and Ethics Committee is responsible for all questions regarding the interpretation or application of this Code with respect to any officer or director (other than for Senior Financial Officers, as described above). The Company’s Audit Committee is responsible for all questions regarding the interpretation or application of this Code with respect to any Questionable Accounting and Auditing Matters. The Chief Ethics Officer, Corporate Governance, Nominating, and Ethics Committee, or Audit Committee, as applicable, will investigate the matter to determine whether disciplinary action is warranted.

 

If the Company's Chief Ethics Officer determines that he or she is not able to resolve any question regarding the interpretation or application of this Code, then such question will be directed by the Chief Ethics Officer to the Chairperson of the appropriate Board of Directors Committee for appropriate handling.

 

The Company's Corporate Governance, Nominating, and Ethics Committee is responsible for reviewing and updating periodically the Code and monitoring the Company's compliance with it.

 

§25:     WHISTLE BLOWER

 

Taking action to prevent problems is a part of our Company culture. You are encouraged to report your concerns if you observe possible unethical or illegal conduct, without regard to the identity or position of the suspected offender.

 

In addition to any other methods specified in this Code, employees and others may choose any of the following methods of reporting suspected violations of Law, this Code, or other policy, or other wrongdoing, as well as any concerns regarding Questionable Accounting and Auditing Matters:

 

 

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Report the matter to your supervisor; or

 

Report the matter to the Company's CEO, CFO, or Controller; or

 

Contact the Company's Chief Ethics Officer via the Company's Ethics Hotline at 800-632-2252; or

 

Report the matter directly to the Chairperson of the Audit Committee. You may contact the Chairperson of the Audit Committee at Superior Group of Companies, Inc., c/o Audit Committee Chairperson, 10055 Seminole Blvd., Seminole, FL 33772; AuditChair@superioruniformgroup.com; or 727-865-4255; or

 

Report the matter anonymously through SGC’s Safe 2 Say Program by dialing 800-338-2327. A trained operator is on call twenty-four (24) hours a day, seven days a week. You will not be asked to give your name and your telephone call will not be recorded.

 

 

[Acknowledgment of Receipt and Understanding Page to Follow]

 

 

 

 

 

Last Updated: August 3, 2018

 

 

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ACKNOWLEDGMENT OF RECEIPT AND UNDERSTANDING

 

By my signature below, I acknowledge that I have received a copy of the Company's Code of Business and Ethical Conduct, dated August 3, 2018 (the "Code"), and that I will promptly familiarize myself with its contents. I understand that if I have any questions regarding the Code or its requirements, I will promptly consult the specified appropriate person for guidance. I understand the critical importance of following the Code, and I agree to adhere to the Code in all respects in the performance of my duties. I further understand that my failure to comply with the Code may result in disciplinary action against me, up to and including termination of employment or removal.

 

I certify to the Company that I am not in violation of the Code.

 

 

Signature:    

 

Name:    

 

Date:    

 

 

 

EXHIBIT 99.1

NEWS RELEASE                         

Superior Group of Companies, Inc.

A NASDAQ Listed Company: SGC                    

10055 Seminole Boulevard

Seminole, Florida 33772-2539

Telephone (727) 397-9611

Fax (727) 803-2642

 

 

FOR IMMEDIATE RELEASE

 

 

 

Superior Group of Companies ® Appoints Michael J. Attinella as New Chief Financial Officer;

 

Andrew D. Demott, Jr. to Focus on Chief Operating Officer Role and Named to Board of Directors

 

 

 

SEMINOLE, Florida – August 6, 2018 - Superior Group of Companies, Inc. (NASDAQ: SGC), manufacturer of uniforms, career apparel and accessories, named Michael (Mike) J. Attinella as the Company’s new chief financial officer and treasurer, effective immediately.

 

Attinella will oversee Superior Group of Companies’ global business financial activities. He succeeds Andrew (Andy) D. Demott, Jr. in the CFO position as Demott shifts his responsibilities to fully focus on his role as chief operating officer of the company. Demott will work closely with Attinella during the transition of CFO responsibilities.

 

Attinella joins Superior Group of Companies from HSNi, a $3.7 billion NASDAQ listed leading electronic retailer, where he served as senior vice president and chief accounting officer of HSNi since 2008, and executive vice president and chief financial officer of HSN since 2013. Attinella began his tenure with HSNi in 2001 as vice president, controller. Previously, Attinella was vice president, controller at Catalina Marketing Corp., a strategic marketing firm in the consumer goods and retail sector. He also served various financial and operational responsibilities at Tech Data Corporation, one of the world’s largest technology wholesale distributors. “We are very excited to welcome Michael Attinella to Superior Group of Companies,” said Michael Benstock, chief executive officer. “Mike brings extensive financial, operational, governance and strategic experience to our leadership team. This, combined with his deep knowledge of scaling high-growth companies, will be a major asset to us as we execute our long-term growth strategy and further our brand-building business.”

 

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Attinella said, “I am very pleased to join Superior Group of Companies, and I look forward to contributing to the success of the Company. I am especially enthusiastic to be joining SGC during this exciting growth phase.”

 

The appointment of Attinella enables Demott to allocate more time to his role as SGC’s chief operating officer. “Andy has served as CFO since 1998 and has been a tremendous steward and driver of the company’s financial operations, its strategic realignment in 2003, and its significant growth both organically and through acquisitions,” said Benstock. “Andy was appointed COO in 2015 and has served in dual roles since that time. We appreciate his dedication to the company and look forward to having his full focus on the company’s operations, growth and development,” concluded Benstock.

 

Demott’s role with SGC is expanding further with his appointment as a Director of the company. “Over the last 20 years, Andy has been an integral member of the leadership team as we’ve strategically diversified our business and driven sustainable profitability,” said Sidney Kirschner, chairman. “He plays a vital role in our acquisition strategy and brings valuable experience to the board role on risk management, innovative operational strategies and prudent capital deployment. This is a tremendous honor that recognizes Andy’s commitment and contributions to our company, and we look forward to working alongside him at the board level.”

 

About Superior Group of Companies, Inc. (SGC):

 

Superior Group of Companies , formerly Superior Uniform Group, established in 1920, is a combination of companies that help customers unlock the power of their brands by creating extraordinary brand experiences for employees and customers. It provides customized support for each of its divisions through its shared services model.

 

Fashion Seal Healthcare ® , HPI and CID Resources are signature uniform brands of Superior Group of Companies. Each is one of America’s leading providers of uniforms and image apparel in the markets it serves. They specialize in innovative uniform program design, global manufacturing, and state-of-the-art distribution. Every day, more than 6 million Americans go to work wearing a uniform from Superior Group of Companies.

 

BAMKO ® , Tangerine Promotions ® and Public Identity ® are signature promotional products and branded merchandise brands of Superior Group of Companies. They provide unique custom branding, design, sourcing, and marketing solutions to some of the world’s most successful brands.

 

 

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The Office Gurus ® is a global provider of custom call and contact center support. As a true strategic partner, The Office Gurus implements customized solutions for its customers in order to accelerate their growth and improve their customers’ service experiences.

 

SGC’s commitment to service, technology, quality and value-added benefits, as well as its financial strength and resources, provides unparalleled support for its customers’ diverse needs while embracing a “Customer 1st, Every Time!” philosophy and culture in all of its business segments.

 

Visit www.superiorgroupofcompanies.com for more information.

 

Contact:    
Andrew D. Demott, Jr., OR Hala Elsherbini
COO, CFO & Treasurer   Halliburton Investor Relations
(727) 803-7135   (972) 458-8000

 

 

 

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