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): June 22, 2020

 

 

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 June 22, 2020, immediately following the 2020 annual meeting of stockholders (the “Annual Meeting”), the Board of Directors (the “Board”) of Superior Industries International, Inc. (the “Company”) increased the size of the Board from nine to ten directors and appointed Raynard D. Benvenuti to fill the newly-created vacancy on the Board. As described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2020, Mr. Benvenuti was nominated and appointed to the Board pursuant to the Nomination Withdrawal Agreement entered into on May 5, 2020 between the Company and D.C. Capital Partners, L.P., a Delaware limited partnership (“D.C. Capital”). Concurrent with his appointment to the Board, Mr. Benvenuti was appointed to the Board’s Nominating and Corporate Governance Committee.

Raynard D. Benvenuti, age 63, is the founder of Concord Investment Partners, an investment and advisory firm he founded in 1996 focused on making private and public investments in aerospace, automotive and industrial companies. Through Concord Investment Partners, Mr. Benvenuti advises various private equity investment firms, D.C. Capital and certain other firms and companies. From 2007 to January 2016, Mr. Benvenuti served in various capacities at Greenbriar Equity Group, including as a Managing Director and operational practice leader for the aerospace and automotive/truck sectors from 2007 to December 2012 and Managing Partner from December 2012 to January 2016. Mr. Benvenuti subsequently became a senior advisor to Greenbriar from March 2016 to June 2019. Mr. Benvenuti also served as Chairman and Interim CEO of Align Aerospace LLC, an aerospace hardware distribution company servicing commercial and military aerospace manufacturers, from Greenbriar’s acquisition of the company, in 2011 to 2012. From 2002 to 2006, Mr. Benvenuti served as the President of Stellex Aerostructures Inc., a manufacturer of large structural components for commercial and military aircraft, became its CEO and a director in 2003, and led the company from bankruptcy to profitability and its ultimate sale to GKN plc. Mr. Benvenuti previously worked at Forstmann Little & Co., a private equity firm, and McKinsey & Company, a global management consulting firm. Mr. Benvenuti currently serves on the board of directors of NN, Inc. (NASDAQ: NNBR), an industrial manufacturer of high-precision metal and plastic components and assemblies, as well as at The Whitcraft Group, an aircraft engine components manufacturer. Previously, Mr. Benvenuti served on the boards of directors of EDAC Technologies Inc., an aircraft engine components manufacturer, Muth Mirror Systems, an automotive blind spot detection lighting manufacturer, and AmSafe Partners, an aviation passenger and cargo restraint manufacturer, where he also served as Chairman. Mr. Benvenuti holds a B.E. in Mechanical Engineering from Manhattan College, an M.S. in Mechanical and Aerospace Engineering from Princeton University, and an M.B.A. from the Harvard Graduate School of Business Administration, where he graduated as a Baker Scholar.

Mr. Benvenuti will receive the same retainer fees made available to other non-employee directors of the Company as described in the Company’s 2020 proxy statement and future proxy statements. Non-employee directors also participate in the Company’s Equity Incentive Plan described in the Company’s 2020 proxy statement. Consistent with compensation received by the other non-employee directors for 2020, on June 22, 2020, Mr. Benvenuti received a grant of 20,000 restricted stock units under the Company’s Equity Incentive Plan and a restricted cash award in the amount of $65,600, each of which vest in full on the first anniversary of the grant date. Mr. Benvenuti will also receive indemnification to the fullest extent permitted under Delaware General Corporation Law and the Company’s Bylaws, under which the Company indemnifies, defends and holds harmless its directors from and against losses and expenses as a result of Board service.

There are no family relationships between Mr. Benvenuti and any directors, executive officer, or any person nominated or chosen by the Company to become a director. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Benvenuti and the Company.

Item 5.07

Submission of Matters to a Vote of Security Holders

On June 22, 2020, the Company held its Annual Meeting. Set forth below are the final voting totals as provided by Broadridge Financial Solutions, Inc., the independent inspector of elections for the Annual Meeting.

Proposal One: Election of Directors

 

Director Nominees		Votes For		Votes Withheld		Broker Non-Votes
Majdi B. Abulaban		15,661,968		467,615		7,571,378
Michael R. Bruynesteyn		13,618,721		2,510,862		7,571,378
Richard J. Giromini		13,603,874		2,525,709		7,571,378
Paul J. Humphries		13,697,322		2,432,261		7,571,378
Ransom A. Langford		13,606,767		2,522,816		7,571,378
James S. McElya		13,462,500		2,667,083		7,571,378
Timothy C. McQuay		13,652,967		2,476,616		7,571,378
Ellen B. Richstone		11,957,161		4,172,422		7,571,378
Francisco S. Uranga		13,567,329		2,562,254		7,571,378

Proposal Two: Advisory Vote on Compensation of Named Executive Officers

 

For		Against		Abstain		Broker Non-Votes
12,452,244		3,534,961		142,378		7,571,378

Proposal Three: Ratification of Independent Registered Public Accounting Firm

 

For		Against		Abstain
22,202,732		1,411,423		86,806

 

Item 8.01

Other Events

On June 23, 2020, the Company issued a press release announcing the restart of operations and certain preliminary financial information for the second quarter of 2020 which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits:

 

Exhibit Number		Exhibit Description
99.1		Press Release, dated June 23, 2020, as issued by Superior Industries International, Inc.

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: June 23, 2020						/s/ Matti Masanovich
						Matti Masanovich
						Executive Vice President and Chief Financial Officer

Exhibit 99.1

 

		News Release

Superior Announces Successful Execution of Cost Measures,

Efficient Restart of Operations, and Strong Liquidity – Well-Positioned

for Second Half of 2020

 

•

Executed temporary and permanent cost reductions benefiting 2020 by ~$40M

 

•

Successful shutdown and restart of all eight manufacturing facilities

 

•

Production schedules indicate strong demand for June and the coming months

 

•

Anticipate available liquidity at the end of Q2 2020 of $210 million to $230 million

 

•

Remain in compliance with all lending covenants

SOUTHFIELD, MICHIGAN – June 23, 2020 – Superior Industries International, Inc. (NYSE:SUP), one of the world’s leading aluminum wheel suppliers for OEMs and the European aftermarket, today provided a business update regarding its current operating status.

As of June 1, 2020, Superior had resumed production at all its facilities following the temporary suspension of operations in late March and early April 2020 due to the COVID-19 pandemic. To ensure the well-being of its employees, the Company is executing its Safe Work Playbook across its footprint, which includes expanded cleaning and sanitization, measures to ensure social distancing, distribution of personal protective equipment (PPE) in-line with government requirements, and daily temperature checks, among other activities.

To date, the production restart process has been smooth. The Company’s manufacturing operations have successfully managed through the challenges of an extended shutdown and efficient restart. Also, leading up to and during the restart, Superior worked closely with its supply base, which continues to be supportive and is effectively delivering all material and services required for Superior’s production.

While Superior is experiencing strong demand from its customers in both North America, specifically on pickup/SUV platforms, and in Europe, the Company continues to extend and expand cost reduction initiatives to align costs to the lower production environment. In total, Superior has executed temporary and permanent cost reductions including furloughs, wage reductions, temporary facility closures, elimination of merit increases, reduced travel, personnel restructurings, and use of government subsidies where available. These cost initiatives are expected to benefit 2020 results by approximately $40 million. Further, Superior is currently utilizing, and may utilize again in the future, selective, temporary facility closures to efficiently balance capacity with production costs and inventory levels. In addition to these cost reductions, the Company is taking other measures to improve cash flow through targeted working capital initiatives and by reducing capital expenditures.

“Superior, along with the entire automotive industry, has faced an unprecedented operating environment over the last several months. However, as an organization, our strong performance in the first quarter along with the actions we have taken during the second quarter to enhance our liquidity and financial profile, position us well as we enter the second half of 2020,” commented Majdi Abulaban, President and Chief Executive Officer of Superior. “We continue to focus our efforts on 1) ensuring the health and safety of our employees, 2) sustaining our liquidity position, 3) managing costs to current industry production levels, and 4) utilizing our production capacity efficiently. I remain positive regarding our ability to safely and efficiently adapt our business to meet customer demand as industry production normalizes.”

Second Quarter 2020 Performance

Industry production for the second quarter of 2020 is anticipated to decline by approximately 70% in North America and Europe compared to the same period in 2019¹. Based on Superior’s current releases, the Company anticipates its unit shipments will decline by approximately 60% for the second quarter, including expectations for strong shipments in June. While the Company has taken swift and decisive actions to reduce costs across the organization, Superior’s second quarter financial results are expected to be negatively impacted by lower unit shipments. Accordingly, for the second quarter of 2020, Superior anticipates net income to be negative and Adjusted EBITDA² to be slightly negative.

Cash and Liquidity Position

Superior continues to maintain a robust liquidity position, supported by availability on revolving credit facilities and cash on hand. At the end of the second quarter of 2020, Superior expects net debt to be between $610M and $630M and total available liquidity, including cash and available amounts under revolving credit facilities to be between $210 million and $230 million. Superior remains in full compliance with all lending covenants and based on various outlook scenarios, does not anticipate any issues meeting the covenants under the Company’s various lending arrangements.

About Superior Industries

Superior is one of the world’s leading aluminum wheel suppliers. Superior’s team collaborates and 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.

Forward-Looking Statements

This press release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and can generally be identified by the use of future dates or words such as “intend,” “may,” “should,” “could,” “will,” “expects,” “expected,” “seeks to,” “anticipates,” “plans,” “believes,” “estimates,” “intends,” “outlook”, “predicts,” “projects,” “potential” or “continue,” or the negative of such terms and other comparable terminology. These statements also include, but are not limited to, the intention to submit a plan to the NYSE and Superior’s ability to return to compliance of the continued listing standards set forth in Section 802.01B of the NYSE’s Listed Company Manual. These statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, risks, and uncertainties discussed in Superior’s Securities and Exchange Commission filings and reports, including Superior’s current Annual Report on Form 10-K, and other reports from time to time filed with the Securities and Exchange Commission. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this press release. Such forward-looking statements speak only as of the date on which they are made, and Superior does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

 

 

1	Based on IHS’ forecast as of May 16, 2020. EU based on Western and Central EU.

2	See Non-GAAP Financial Information.

Non-GAAP Financial Information

In addition to the results reported in accordance with GAAP, this press release refers to “Adjusted EBITDA,” which Superior has defined as earnings before interest income and expense, income taxes, depreciation, amortization, restructuring charges and other closure costs, impairments of long-lived assets and investments, changes in fair value of redeemable preferred stock embedded derivative, acquisition and integration costs, certain hiring and separation related costs, gaings associated with early debt extinguishment and accounts receivable factoring fees.

Management believes this non-GAAP measure is useful to management and may be useful to investors in their analysis of Superior’s financial position and results of operations. Further, management uses this non-GAAP financial measure for planning and forecasting purposes. This non-GAAP financial information is provided as additional information for investors and is not in accordance with or an alternative to GAAP and may be different from similar measures used by other companies.

Contacts:

Superior Investor Relations:

Troy Ford

(248) 234-7104

Investor.Relations@supind.com