News Column

Leading Proxy Advisory Firm ISS Recommends That Superior Industries Shareholders Vote the WHITE Proxy Card FOR All of Superior’s Director Nominees

July 30, 2014

VAN NUYS, Calif.--(BUSINESS WIRE)-- Superior Industries International, Inc. (NYSE:SUP), the largest manufacturer of aluminum wheels for passenger cars and light-duty vehicles in North America, today announced that ISS Proxy Advisory Services, a leading independent proxy advisory firm, has recommended to its clients that Superior shareholders vote the WHITE proxy card FOR all four of Superior’s director nominees at Superior’s 2014 Annual Meeting of Shareholders, to be held on August 15, 2014.

In recommending that Superior shareholders vote the WHITE proxy card FOR all four of the highly qualified and experienced director-nominees – Paul J. Humphries, James S. McElya, Donald J. Stebbins and Francisco S. Urangarecommended by the Superior Board, ISS concluded that GAMCO had not made a compelling case that additional change to Superior’s Board is needed and that votes for the Superior Board’s nominees on the WHITE proxy card are warranted.

In its July 29, 2014 report, ISS recognized the significant positive changes that had already occurred at Superior and noted that, given those changes, “shareholders appear better served by supporting the management nominees as they continue executing on recent initiatives.” Among the significant positive changes at Superior that ISS recognized in its report are the following:

  • The addition of five new directors to the seven-member Board over the past six years.
  • Superior’s significant changes to its corporate governance practices with the declassification of the Board, the separation of the Chairman and CEO position and the adoption of director resignation and stock ownership guidelines.
  • The return of $114 million to shareholders in the form of dividends and share repurchases.
  • Improvements to efficiency from shuttering outdated and inefficient plants, and transferring that capacity to more efficient plants.
  • Superior’s investment in a new modern manufacturing facility in Mexico.

    ISS further noted that these significant positive changes at Superior, viewed “In the context of the board’s substantial freshening in recent years,” are “credible actions by a new board intent on improving its accountability to shareholders.”

    Commenting on the ISS report, Superior issued the following statement: “We are very pleased that ISS, one of the leading independent, third-party proxy advisory firms, has carefully reviewed the voting alternatives and has recommended that shareholders vote for all four of Superior's director nominees on the WHITE proxy card. As we have stated consistently, we believe there are very real and stark differences between the Superior Board’s nominees—who have the integrity, knowledge, breadth of experience and commitment necessary to navigate Superior through the highly competitive global business environment—and GAMCO’s nominees, who have no experience whatsoever working in the automotive industry.”

    Superior shareholders are reminded that their vote is extremely important, no matter how many or how few shares they own. The Company urges shareholders to vote for all four of its highly qualified and experienced director-nominees – Paul J. Humphries, James S. McElya, Donald J. Stebbins and Francisco S. Uranga– on the WHITE proxy card today.

    Shareholders may vote by returning the WHITE proxy card or by phone or Internet by following the instructions on the WHITE proxy card they have received. Shareholders are urged to discard any blue proxy card or voting instruction card they may have received from GAMCO. Even a WITHHOLD vote with respect to GAMCO’s nominees on its blue proxy card will cancel any proxy previously given to Superior. If a shareholder previously signed a blue proxy card sent by GAMCO, that proxy card can be revoked by voting a new WHITE proxy card for the Board’s recommended nominees. Only the latest-dated proxy will count.

    YOUR VOTE IS IMPORTANT!

    Remember, you can vote your shares by telephone or via the Internet. Please follow the easy instructions on the enclosed WHITE proxy card.

    If you have any questions or need assistance in voting your shares, please contact our proxy solicitor:

    MacKenzie Partners, Inc.

    105 Madison Avenue

    New York, New York 10016

    (212) 929-5500 (Call Collect)

    or

    Call Toll-Free (800) 322-2885

    Email: proxy@mackenziepartners.com

    About Superior Industries

    Superior is the largest manufacturer of aluminum wheels for passenger cars and light-duty vehicles in North America. From its five plants in both the U.S. and Mexico, the company supplies aluminum wheels to the original equipment market. Major customers include BMW, Chrysler, Ford, General Motors, Mitsubishi, Nissan, Subaru, Tesla, Toyota and Volkswagen. For more information, visit www.supind.com.

    Important Additional Information And Where To Find It

    Superior Industries, its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from Superior shareholders in connection with the matters to be considered at Superior’s 2014 Annual Meeting. On July 7, 2014, Superior filed a definitive proxy statement (as it may be amended, the “Proxy Statement”) and definitive form of WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with such solicitation of proxies from Superior’s shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY SUPERIOR WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement, including Appendix A thereto. Shareholders can obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents filed by Superior with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of our corporate website at www.supind.com, by writing to Superior's Corporate Secretary at 7800 Woodley Avenue, Van Nuys, CA 91406, by calling Superior at (818) 781-4973, or by contacting Superior's proxy solicitor, MacKenzie Partners, Inc., toll free at 1-800-322-2885.



    Superior Industries International, Inc.

    Investor Relations Line

    818-902-2701

    www.supind.com

    or

    Kerry Shiba

    Executive Vice President & Chief Financial Officer

    818-902-2700

    or

    PondelWilkinson Inc.

    Roger Pondel

    310-279-5980

    Investor@pondel.com

    or

    MacKenzie Partners, Inc.

    Mark Harnett

    800-322-2885

    Source: Superior Industries International, Inc.


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