8-K

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)           January 31, 2019

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

Superior Group of Companies, Inc.

(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.

(d) On January 31, 2019, the Board of Directors (the “Board”) of Superior Group of Companies, Inc. (the “Company”) appointed Venita Fields to its Board effective immediately, to serve until the Company’s 2019 Annual Meeting of Shareholders. Ms. Fields also will serve on the Audit Committee of the Board.

Ms. Fields is a partner and a member of the investment committee of Pelham S2K Managers, LLC, having served in those capacities since 2016. In those roles, she is responsible for evaluating and funding potential investment opportunities in privately held middle market companies. Ms. Fields previously was with Smith Whiley & Company from 1998-2015, during which she served as a Senior Managing Director and Partner from 2004-2015; Bank of America from 1989-1998, during which she served as a Senior Vice President from 1991-1998; Citicorp North America from 1984-1989, where she managed an investments origination team; and Continental Illinois National Bank in Chicago from 1980-1984. She currently is a director of Derry Enterprises, Inc. (dba Field Fastener Supply Company), a distribution company located in Rockford, IL, a director of Lifespace Communities, Inc., an owner/operator of senior living communities, and a Board President (Emeritus) of ACG Chicago, a group of more than 1,000 professionals in the fields of senior lending, investment banking, private equity, and private debt. Ms. Fields holds a B.A. degree from Northwestern University and a Masters of Management degree from the J.L. Kellogg Graduate School of Management.

In connection with her appointment, Ms. Fields will be eligible to participate in the Company’s 2013 Incentive Stock and Awards Plan (the “Plan”), and to receive compensation for her service on the Board and any committees, on the same terms as the Company’s other non-management directors.

(e) On January 31, 2019, the Company’s Board of Directors granted restricted stock awards to the Company’s Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, and a performance shares award to the Company’s Sr. Vice President, General Counsel & Secretary, each under the terms of the Plan. The restricted stock awards for the Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer will vest on January 31, 2022 and the performance shares award for the Sr. Vice President, General Counsel & Secretary will vest on January 31, 2024, provided the respective officer remains continuously employed with the Company through that date. The awards are designed, in combination with pre-existing forms of compensation, to incentivize the Company’s executive officers to remain employed with the Company for an extended period of time and to further align the interests of the Company’s executive officers with those of the Company’s shareholders.

Details of awards made to each officer are set forth below:

Officer	Title	Stock Award
Michael Benstock	Chief Executive Officer	23,354 (1)
Andrew D. Demott, Jr.	Chief Operating Officer	7,034 (1)
Michael J. Attinella	Chief Financial Officer	8,441 (1)
Jordan M. Alpert	Sr. Vice President, General Counsel & Secretary	5,627 (2)

(1) Vests after three years, provided the officer remains continuously employed with the Company through that date.

(2) Vests after five years, provided the officer remains continuously employed with the Company through that date.

In addition, on January 31, 2019, the Company’s Board of Directors granted options to purchase common stock and stock appreciation rights to its officers under the Plan, materially consistent with the previously disclosed terms of such awards.

The foregoing description of the restricted stock awards is qualified in its entirety by the terms of the awards set forth in the Restricted Stock Agreement, the form of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on February 13, 2014 and is incorporated herein by reference.  The foregoing description of the performance shares award is qualified in its entirety by the terms of the award set forth in the Performance Shares Agreement, the form of which was filed as Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release of the Company, dated February 4, 2019

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/ Michael J. Attinella Name: Michael J. Attinella Title:  Chief Financial Officer and Treasurer
Date: February 6, 2019

EX-99.1

Exhibit 99.1

A NASDAQ Listed Company: SGC

FOR IMMEDIATE RELEASE

Venita Fields Appointed as a Director of Superior Group of Companies™

SEMINOLE, Florida – February 4, 2019 (GLOBE NEWSWIRE) – The Board of Directors of Superior Group of Companies™ (NASDAQ:SGC) announced today that on January 31, 2019, Venita Fields was appointed by the Board of Directors to be a Director of the Company, effective immediately.  She will be one of five independent directors serving on the Board.

Ms. Fields is a partner and a member of the investment committee of Pelham S2K Managers, LLC, which provides junior capital and private equity investments for privately held middle market companies, having served in that capacity since 2016. In those roles she is responsible for evaluating and funding potential investment opportunities. Ms. Fields previously was with Smith Whiley & Company from 1998-2015, during which she served as a Senior Managing Director and Partner from 2004-2015; Bank of America from 1989-1998, during which she served as a Senior Vice President from 1991-1998; Citicorp North America from 1984-1989, where she managed an investments origination team; and Continental Illinois National Bank in Chicago from 1980-1984. Ms. Fields currently is a director of Derry Enterprises, Inc. (dba Field Fastener Supply Company), a distribution company located in Rockford, IL, a director of David’s Bridal, Inc., a 300 store retailer of bridal dresses and wedding accessories, a director of Lifespace Communities, Inc., an owner/operator of senior living communities, and a Board President (Emeritus) of ACG Chicago, a group of more than 1,000 professionals in the fields of senior lending, investment banking, private equity, and private debt. Her philanthropic work includes currently serving as a trustee for the Ravinia Festival and previously as a trustee for the Ann & Robert H. Lurie Children’s Hospital of Chicago, a Board and founding member of the Private Director’s Association, and a member of the fiduciary committee of Wespath Benefits and Investments. Ms. Fields was a guest lecturer at the J.L. Kellogg Graduate School of Management from 2010-2012. Ms. Fields, who is 65 years old, holds a B.A. degree from Northwestern University and a Masters of Management degree from the J.L. Kellogg Graduate School of Management. Ms. Fields was named one of the top 36 dealmakers in Mergers & Acquisitions’ 2019 list of the Most Influential Women in Mid-Market M&A.

“We are truly fortunate to have found an executive and director with a wealth of relevant experience,” said Paul Mellini, a fellow Director and Chairman of the Corporate Governance, Nominating and Ethics Committee of the Board. “Venita’s unique skillset will complement those of our existing Board, which is crucial as the Company continues to grow and take on more complex strategic initiatives, including evaluating potential acquisitions and other financial transactions,” said Sidney Kirschner, Chairman of the Board. “Our leadership is excited about the opportunity to partner with someone of Venita’s multi-faceted business background,” said Michael Benstock, Chief Executive Officer and Director of the Company.

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.

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:

Mike Attinella	OR	Hala Elsherbini
CFO & Treasurer		Halliburton Investor Relations
(727) 803-7170		(972) 458-8000

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