UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code:
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
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 (§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. |
(e) On October 12, 2021, Superior Industries International Inc. (the “Company”) and its Chief Executive Officer, Majdi Abulaban, entered into an amendment to his Executive Employment Agreement, dated March 28, 2019 (the “Agreement). The Agreement was amended to change the benefits provided to Mr. Abulaban if his employment is terminated without cause, as defined in the Agreement or if Mr. Abulaban resigns for good reason, as defined in the Agreement, other than within two years of a change of control of the Company, as defined in the Agreement, (each a “Qualifying Termination”). Specifically, the Agreement is amended to provide for prorated accelerated vesting of Mr. Abulaban’s time-based restricted stock units that have been outstanding for at least six months, and the continuation of his performance-based restricted stock units that have been outstanding at least six months, prorated at the time of the Qualifying Termination to be paid only if the performance targets are actually attained, with payment to occur at the end of the respective performance period.
The foregoing description does not purport to be complete and is qualified in its entirety by the agreement attached hereto as Exhibit 10.1 which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit Number |
Exhibit Description | |
| 10.1 | Amendment to the Superior Industries International, Inc. Executive Employment Agreement dated October 12, 2021 by and between Superior Industries International, Inc, and Majdi B. Abulaban. | |
| 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: October 15, 2021 | /s/ Joanne M. Finnorn | |||||
| Joanne M. Finnorn | ||||||
| Senior Vice President, General Counsel & Corporate Secretary | ||||||
Exhibit 10.1
AMENDMENT TO SUPERIOR INDUSTRIES INTERNATIONAL, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment to the Superior Industries International, Inc. Executive Employment Agreement (the “Agreement”) dated this 12th day of October, 2021 is by and between Superior Industries International, Inc. (the “Company”) and Majdi B. Abulaban (the “Executive”), collectively the “Parties”.
The Parties entered into the Agreement on March 28, 2019 relating to the employment of the Executive with the Company. The Agreement was amended on April 6, 2020 in connection with the global COVID-19 pandemic.
The Parties now desire to amend the Agreement to revise the terms of Executive’s equity grants if his employment is terminated without Cause or for Good Reason prior to, or more than two (2) years after, a Change in Control, on the terms and conditions set forth in the Amendment, below.
The Executive and the Company, intending to be legally bound, agree as follows:
| 1. | Subsection 4.2.3.3 under Section 4.2.3, “Termination without Cause or for Good Reason other than within two years after a Change in Control” shall be amended and restated to read: |
Subject to Section 4.2.3.5, (a) a prorated amount of the Executive’s Annual Bonus for the fiscal year in which the Executive’s employment terminates, based on actual performance and paid at the time that annual bonuses, if any, are generally paid to other senior executives of the Company; (b) a prorated number of Executive’s time-based restricted stock units that have been outstanding at least six (6) months, becoming one hundred percent (100%) vested as of the date of employment termination, with the underlying prorated Common Shares distributed and associated prorated dividend equivalents paid, if any, as soon as reasonably practical thereafter, but in no event later than March 15 of the calendar year following the calendar year in which vesting occurs; and (c) a prorated number of Executive’s performance-based restricted stock units that have been outstanding at least six (6) months, continuing after Executive’s employment termination, based on actual performance, with the underlying prorated Common Shares distributed and associated prorated dividend equivalents, if any, to be paid at the same time as paid to other participants at the end of the performance period if the performance targets are attained, with the proration for (a) to be based on the number of days in such fiscal year prior to Executive’s employment termination date divided by 365, and the proration for (b) and (c) to be based on the number of days into the performance period prior to Executive’s employment termination date divided by the number of days in the applicable full performance period; provided, however, that the Annual Bonus,
time-based restricted stock units and performance-based restricted stock units shall not be paid or distributed, as applicable, prior to the expiration of the applicable revocation period for the Separation Agreement described in Section 4.2.3.5 below or such later date as may be required by Section 10 of this Agreement.
| 2. | Entire Agreement. With respect to the subject matter described above, this Amendment contains the entire understanding between the Parties, and supersedes any prior agreements, understandings and communications between the Parties, whether oral, written, implied or otherwise. |
| 3. | Counterparts. This Amendment may be signed in counterpart copies, each of which shall represent an original document, and all of which shall constitute a single document. |
| 4. | Governing Law. This Amendment and the rights and obligations of the Parties hereunder shall be governed by, and construed in accordance with, the laws of the State of Michigan, without giving effect to the conflicts of law principles thereof. |
| EXECUTIVE | SUPERIOR INDUSTRIES INTERNATIONAL, INC. | |||||
| /s/ Majdi B. Abulaban |
By: | /s/ Timothy C. McQuay | ||||
| Majdi B. Abulaban | Name: | Timothy C. McQuay | ||||
| Title: | Chairman of the Board | |||||
| NOTICE ADDRESS | NOTICE ADDRESS | |||||
| 477 Frank Street | Superior Industries International, Inc. | |||||
| Birmingham, MI 48009 | 26600 Telegraph Rd., Suite 400 | |||||
| Southfield, MI 48033 | ||||||
Document and Entity Information |
Oct. 12, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | SUPERIOR INDUSTRIES INTERNATIONAL INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000095552 |
| Document Type | 8-K |
| Document Period End Date | Oct. 12, 2021 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 1-6615 |
| Entity Tax Identification Number | 95-2594729 |
| Entity Address, Address Line One | 26600 Telegraph Road |
| Entity Address, Address Line Two | Suite 400 |
| 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 |
| Security 12b Title | Common Stock, $0.01 par value |
| Trading Symbol | SUP |
| Security Exchange Name | NYSE |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |