Form 8-K - Current report

 

 

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): May 28, 2024

 

 

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

  

 

Delaware		001-6615		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: [phone]

 

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))

 

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, par value $0.01 per share		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(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 May 28, 2024, Superior Industries International, Inc. (the “Company” or “Superior”) appointed Stacie Schulz as its Vice President, Controller and Chief Accounting Officer, effective May 28, 2024. Ms. Schulz will report directly to Tim Trenary, Executive Vice President and Chief Financial Officer.

 

Ms. Schulz, 45, served as Executive Director and Assistant Controller, Accounting and Reporting of Tenneco, Inc. (“Tenneco”), a global automotive components original equipment manufacturer and distributor to the aftermarket, from March 2020 to May 2024 and as Executive Director of Accounting and Reporting of Tenneco from May 2019 to March 2020. She was previously the Director Accounting and Reporting of Federal-Mogul LLC, a global manufacturer and supplier of vehicle components to original equipment manufacturers and the aftermarket, from 2015 to 2019. Prior to that, she served as an Audit Senior Manager at Deloitte and Touche LLC, where she began her career in September 2002. Ms. Schulz holds a Bachelor of Arts degree in Accounting and a Master of Science degree in accounting, both from Michigan State University. In addition, she is a certified public accountant.

 

In this role, Ms. Schulz will be responsible for the Company’s global accounting and external financial reporting.

 

There are no transactions since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Ms. Schulz or any members of her immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Ms. Schulz and any of Superior’s directors or executive officers. The appointment of Ms. Schulz was not pursuant to any arrangement or understanding between her and any person, other than a director or executive officer of Superior acting in his or her official capacity.

 

Ms. Schulz will receive an annual base salary of $350,000. She may receive annual bonuses based on attainment of performance goals, determined by the Company’s independent Human Capital and Compensation Committee (the “Committee”), in the amount of 50% of annual base salary. Ms. Schulz will also be eligible to receive a long-term cash performance bonus up to 50% of her base salary. She will receive a car allowance of $800 per month, and she 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 April 25, 2024 (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 9.01. Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit Number		Exhibit Description
10.1		Offer Letter of Employment, dated April 25, 2024 between Superior Industries International, Inc. and Stacie Schulz.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

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: May 29, 2024				/s/ David M. Sherbin
				David M. Sherbin
				Senior Vice President, General Counsel and Chief Compliance Officer

 

 

 

Exhibit 10.1

 

 

REVISED

 

April 25, 2024

 

Ms. Stacie Schulz

 

 

Dear Stacie,

 

We are pleased to extend an offer of employment to you as Vice President and Chief Accounting Officer for Superior Industries International, Inc. Your office will be based out of our corporate headquarters located in Southfield, Michigan. You will report directly to Timothy Trenary, Executive Vice President & Chief Financial Officer.

 

Compensation and Benefits

 

In this role, your starting base salary will be $350,000.00 per year, less applicable Federal and State taxes. This is a salaried position and you will be paid on a semi-monthly basis. You will also receive a car allowance of $800 per month pre-tax, payable on the first pay period of each month.

 

You will also be eligible to participate in the following Superior Incentive Compensation Programs:

 

•

Under Annual Incentive Performance Program (AIPP), you will be eligible for a discretionary annual performance bonus with a target of 50% of your base salary. All earned bonuses are typically paid before the end of the first quarter of the following year and are based on the company’s performance as well as your individual performance. You will be eligible for the full year annual incentive for 2024.

 

•

Subject to final approval by the Compensation Committee, as Vice President and Chief Accounting Officer, you are eligible to participate in the Company’s Long-Term Incentive program as administered by Superior’s Compensation and Benefits Committee of the Board of Directors (“Committee”) with a target opportunity of 50% of your base salary beginning with the 2024-2026 Long-Term Incentive grant.

 

You will be eligible for a sign-on bonus of $20,000 payable after 30 days of continued employment, and another $20,000 payable after six months of continuous employment. In addition, you will be eligible for a $50,000 retention bonus vesting April 30, 2025, and payable no later than May 31, 2025, provided you remain an active employee.

 

As an employee of Superior Industries International, Inc., you will be eligible to participate in our medical, dental, vision, life and long-term disability insurance programs, and 401(k) Retirement & Savings Plan with a company match beginning on the first day of employment.

 

 

 

Stacie Schulz
Pg 2

 

 

Subject to final approval of Human Capital and Compensation Committee of the Board of Directors, you will participate in the Executive Change in Control Plan (“the Plan”). Under the Plan and subject to the full terms of the Plan, if your employment is terminated by the Company without Cause or by you for Good Reason within two years of a change in control, you will receive a one-time multiple of the sum of both your annual base salary and your target annual bonus, paid in a lump sum within 60 days after termination. You will also participate in the Executive Severance and Retirement Plan in the event of termination without Cause and absent a change in control, with 12-months severance plus other benefits stipulated in the Plan.

 

Vacation

You are eligible for four (4) weeks of paid vacation per year. Your allotted vacation time is granted at the beginning of the calendar year but earned on a per payroll basis. Your 2024 vacation allowance will be prorated based on your start date.

 

Start Date

Should you accept our offer, your start date will be no later than June 3, 2024. Please let us know if we need to adjust this date.

 

Contingencies

This offer is contingent upon the successful completion of the pre-employment urinalysis drug 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. Your continued employment is conditional upon your ability to provide the necessary proof as indicated on the backside of the Employment Eligibility Verification Form (Form I-9).

 

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 and is valid for 3 days from the date above. If you have any questions or concerns about this offer, please call me at [phone].

 

 

 

Stacie Schulz
Pg 3

 

 

Stacie, we are very excited at the prospect of you joining our Superior team. We are confident that with your related experience and knowledge, you will become a positive contributor to our continued success.

 

 

Very truly yours,

  

 

/s/ Kevin M. Burke

 

Kevin M. Burke

Senior Vice President and CHRO

 

 

I hereby accept this offer of employment:

 

 

 

/s/ Stacie Schulz		May 28, 2024
Stacie Schulz		Date

 

 

 

 

Cover	May 28, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 28, 2024
Entity File Number	001-6615
Entity Registrant Name	SUPERIOR INDUSTRIES INTERNATIONAL, INC.
Entity Central Index Key	0000095552
Entity Tax Identification Number	95-2594729
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	26600 Telegraph Road
Entity Address, Address Line Two	Suite 400
Entity Address, Address Line Three
Entity Address, City or Town	Southfield
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48033
City Area Code	248
Local Phone Number	352-7300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	SUP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---