Current Report Filing (8-k)
December 16 2019 - 4:09PM
Edgar (US Regulatory)
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): December 13, 2019
SUPERIOR INDUSTRIES
INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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1-6615
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95-2594729
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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26600 Telegraph Road, Suite 400
Southfield, Michigan
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48033
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Common Stock, $0.01 par value
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SUP
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New York Stock Exchange
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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 ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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On December 13, 2019, Superior Industries International, Inc. (the
“Company”) awarded Parveen Kakar, the Company’s Senior Vice President, Sales, Marketing and Product Development, a one-time retention award, comprised of a cash bonus in the amount of $216,300
and a grant of 20,000 restricted stock units under the Company’s 2018 Equity Incentive Plan (collectively, the “Retention Award”). The Retention Award is intended to incentivize Mr. Kakar to remain as the Company’s Senior
Vice President, Sales, Marketing and Product Development through the payment date of the cash bonus and the vesting period of the restricted stock units and thereby ensure his continued employment as a key leader of the Company through the
successful implementation of the Company’s operational improvement plans.
The cash bonus will be paid to Mr. Kakar in a cash lump sum on
October 1, 2021 provided that he remains employed by the Company through such date. The grant of restricted stock units will vest in full on October 1, 2021, also subject to Mr. Kakar’s continued employment through such date. In
addition, Mr. Kakar will receive the cash bonus, and the vesting of the restricted stock units will accelerate, upon a termination of his employment by the Company without “cause.”
The description of the Retention Award is qualified in its entirety by reference to the full text of the Retention Award Letter, a copy of which is filed
herewith as Exhibit 10.1, and is incorporated by reference herein.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits:
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*
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Indicates management contract or compensatory plan or arrangement.
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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.
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SUPERIOR INDUSTRIES INTERNATIONAL, INC.
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(Registrant)
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Date: December 16, 2019
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/s/ Matti Masanovich
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Matti Masanovich
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Executive Vice President and Chief Financial Officer
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