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 it has filed definitive
proxy materials with the Securities and Exchange Commission in
connection with its 2014 Annual Meeting of Shareholders to be held on
Friday, August 15, 2014, at 10 a.m., Pacific time. The record date for
determining those shareholders eligible to receive notice of, and to
vote at, the 2014 Annual Meeting is June 26, 2014.
GAMCO Asset Management, Inc. has indicated that it intends to conduct a
proxy contest and seek the election at the 2014 Annual Meeting of three
director candidates in opposition to the highly qualified and
experienced nominees unanimously recommended by the Superior Board.
Superior strongly urges shareholders to vote only the WHITE
proxy card, either by telephone, Internet or mail, and discard any blue
proxy card they may receive from GAMCO. Shareholders may also vote
at the meeting, which will take place at the Airtel Plaza Hotel, 7277
Valjean Avenue, Van Nuys, California.
In conjunction with the mailing of its definitive proxy materials,
Superior also mailed the following letter to shareholders:
July 8, 2014
Dear Fellow Shareholder:
Enclosed you will find Superiorís proxy materials for the 2014 Annual
Meeting of Shareholders of Superior Industries International, Inc., to
be held on Friday, August 15, 2014. Please vote TODAY by telephone,
Internet or by signing, dating and returning the enclosed WHITE
proxy card in the postage-paid envelope provided.
GAMCO IS ONCE AGAIN PROCEEDING WITH A NEEDLESS, COSTLY AND
DISTRACTING PROXY CONTEST AND HAS NOT PROVIDED ANY PROPOSAL TO ENHANCE
Once again, GAMCO Asset Management Inc. is waging another needless,
costly and distracting proxy contest to elect its own director
candidates to your Board, despite the failure of a similar attempt last
year. As was the case last year, GAMCO has not shared with management or
your Board an alternative strategic plan or any specific ideas for
improving Superiorís prospects or enhancing shareholder value other than
a Dutch auction tender offer of at least $40 million, which it has
Despite being rebuffed by shareholders last year, GAMCO has again
proposed an alternative slate of director candidates (including the same
candidate who was rejected by shareholders last year) without providing
any credible arguments as to why its candidates are more qualified to
enhance Superiorís prospects than the highly-qualified and very
experienced director candidates who have been unanimously recommended by
your Board. Like last year, all of GAMCOís director candidates are
investment professionals with no executive-level manufacturing or
automotive industry experience.
We ask that shareholders not allow GAMCO to force upon Superior more
needless, costly and distracting proxy contests. We urge you to sign and
return the enclosed WHITE proxy card
and vote FORALL your Boardís
highly qualified and very experienced nominees Ė Paul J. Humphries,
James S. McElya, Donald J. Stebbins and Francisco S. Uranga. Other
than Mr. Stebbins, who is Superiorís CEO, each of these nominees, if
elected, would qualify as an independent director under the NYSEís
listing standards. Messrs. Humphries, McElya and Stebbins are all
relatively new to Superior. Mr. Stebbins was named Superiorís President
and Chief Executive Officer in May 2014, Mr. McElya was appointed to the
Board in December 2013 and Mr. Humphries is not a current member of the
We urge you to discard any blue proxy card or voting instruction card
you may receive from GAMCO. Even a WITHHOLD vote with respect to GAMCOís
nominees on its blue proxy card will cancel any proxy previously given
to Superior. If you previously signed a blue proxy card sent to you by
GAMCO, you can revoke that proxy card and vote for your Boardís
recommended nominees by voting a new WHITE
proxy card. Only your latest-dated proxy will count.
YOUR BOARD HAS A PROVEN TRACK RECORD OF CREATING AND RETURNING VALUE
TO SHAREHOLDERSStock repurchases and dividends: Your Boardís
authorization last year of a $30 million stock repurchase program is a
reflection of the confidence that your Board and management have in
Superiorís operating fundamentals, business opportunities and
prospects. Over the past five years, we have returned close to $114
million in value, equal to approximately $4.22 per share, to our
shareholders through stock repurchases and dividends.
While future stock repurchase programs and dividend declarations
are subject to approval by your Board and will depend on
Superiorís results of operations, financial condition, anticipated
capital requirements, business conditions, contractual
restrictions and other factors deemed relevant by your Board at
the time, Superior remains committed to continuing to explore
options that create and return value for our shareholders.
High dividend yield: Superiorís dividend yield for 2013
of 3.6% was the highest yield in its automotive parts and equipment
manufacturer peer group. This attractive yield compares with an
average dividend yield of 0.5% for that peer group, many of whom pay
no dividend at all.
Your Board and management team have a proven track record of creating
and returning value to our shareholders over the course of challenging
economic cycles without compromising our financial flexibility and
ability to continue investing in our business. While many participants
in Superiorís industry have struggled or filed for bankruptcy, Superior
has been prudently returning capital to its shareholders while at the
same time investing for the future.
YOUR BOARD HAS TAKEN DECISIVE ACTION TO POSITION SUPERIOR TO MORE
EFFECTIVELY ADAPT TO AN ERA OF INCREASED GLOBAL COMPETITIONStrategic capital investments - new modern manufacturing
facility in Mexico: Superiorís strong cash flow from its
operations ($203 million for the three years ended December 29, 2013)
allows us to make strategic capital investments aimed at making
Superior a stronger and more efficient competitor in the global
marketplace for automotive parts, including investments in new and
low-cost manufacturing capacity and investments in our older
facilities. On March 1, 2013, Superior announced its decision to
construct and equip a new modern and low-cost manufacturing facility
in Mexico, which is expected to have an initial capacity to produce 2
million wheels per year. Superior believes this investment will
enhance its competitive position by lowering its average cost and
leveraging proven operating success in Mexico. Construction of that
facility in Mexico continues to progress on schedule, with commercial
start-up expected during the first half of 2015.
New President and Chief Executive Officer: On April 30,
2014, Superior announced that your Board had appointed Donald J.
Stebbins to serve as President and Chief Executive Officer, effective
May 5, 2014, succeeding Steven J. Borick, who retired March 31, 2014.
Mr. Stebbins also joined the Board, filling a vacancy created by Mr.
Mr. Stebbins is an extremely accomplished automotive supply
industry executive.Mr. Stebbins brings to Superior more than
two decades of relevant experience, including as Chairman and CEO
of Visteon Corporation, a publicly-traded global automotive parts
supply company that was spun off from the Ford Motor Company in
2000, and 13 years as a senior executive of Lear Corporation, a
publicly-traded supplier of automotive seating and electrical
Mr. Stebbins has extensive experience leading and operating a
publicly-held automotive supply business in global and highly
competitive environments. Your Board is confident that Mr.
Stebbinsí extensive automotive supply industry experience, deep
expertise operating in a global and highly competitive
environment, leadership and managerial skills, as well as his
commitment to achieving measurable results will be instrumental in
positioning Superior to be an even stronger competitor in the
global marketplace for automotive parts.
Under Mr. Stebbinsí leadership, Superior is taking decisive
action to enhance Superiorís long-term prospects and build on the
strong brand and automotive industry reputation that was
established by Louis and Steven Borick over more than fifty years.
Such actions include ensuring that Superior moves quickly and
appropriately to adjust to the highly competitive and challenging
pricing environment, launching a new manufacturing facility in
Mexico on schedule and under budget that will add modern low-cost
production capacity, and continuing to build on Superiorís culture
of innovation and technology.
While Superior remains the largest manufacturer of aluminum wheels for
passenger cars and light-duty vehicles in North America, in recent
years, Superiorís revenue growth and margins have been adversely
affected by increased competition from lower-cost foreign automotive
parts suppliers. Over the past eighteen months, your Board has taken a
number of concrete actions to position it to better adjust to increased
global competition and a challenging pricing environment, including the
YOUR BOARD IS HIGHLY QUALIFIED AND EXPERIENCED AND COMMITTED TO
ENHANCING ITS COMPOSITION WITH NEW COMPETENCIES AND PERSPECTIVESPaul J. Humphries, President of High Reliability
Solutions, a business group at Flextronics International Ltd., a
global end-to-end supply chain solutions company that serves the
energy, medical, automotive and aerospace and defense markets, Mr.
Humphries brings to your Board extensive experience in the automotive
supplier industry and senior level management experience with
multinational public companies, as well as expertise in strategy,
growth, human resources and global operations.
James S. McElya, Chairman of Affinia Group, Inc., a
leader in the manufacturing and distribution of automotive replacement
products. Mr. McElya formerly served as the CEO and Chairman of Cooper
Standard Holdings Inc. and its principal operating company, Cooper
Standard Automotive. Mr. McElya brings to your Board extensive
experience in the automotive supplier industry, experience as the
Chief Executive Officer of a public company and experience serving on
the boards of other public companies.
Donald J. Stebbins,President and Chief
Executive Officer of Superior since May 5, 2014. Mr. Stebbins was
previously Chairman, President and Chief Executive Officer of Visteon
Corporation, a publicly-traded global supplier of automotive systems,
modules and components to global automotive original equipment
manufacturers that was spun off from the Ford Motor Company in 2000.
He earlier served as President and Chief Operating Officer of
operations in Europe, Asia and Africa for Lear Corporation, a
publicly-traded supplier of automotive seating and electrical
distribution systems. Mr. Stebbins brings to your Board more than 27
years of leadership experience in global operations and finance,
including over 20 years of experience in the automotive supplier
Francisco S. Uranga, Corporate Vice President and Chief
Business Operations Officer for Latin America at Taiwan-based Foxconn
Electronics, Inc., the largest electronic manufacturing services
company in the world. Previously, Mr. Uranga served as Secretary of
Industrial Development for the state government of Chihuahua, Mexico
and earlier was Deputy Chief of Staff and then Chief of Staff for
Mexican Commerce and Trade Secretary Herminio Blanco, where he
actively participated in implementing the North American Free Trade
Agreement and in negotiating key agreements for the Mexican government
as part of the country's trade liberalization. Mr. Uranga brings to
the Board extensive expertise in matters relating to business
operations in Mexico and elsewhere in Latin America, including
governmental relations and regulatory compliance.
We have a highly qualified, experienced, diverse and effective Board,
and its members are actively engaged in overseeing management as it
executes on its plans for returning Superior to sustained and profitable
revenue growth and increasing shareholder returns. Our directors bring
with them a broad and diverse set of skills and experiences, including
in the areas of automotive parts manufacturing, product management,
operations management, global operations, strategic planning, foreign
government relations, finance and accounting, human resources, mergers
and acquisitions and risk management. In addition, of the seven current
members of your Board, five have experience serving as either the
Chairman of the Board or lead independent director for at least one
other public company.
Your Board appreciates the importance of recruiting new nominees to
bring new perspectives, insights, experiences and competencies to the
Board and how the addition of such new talent can enhance Superiorís
long-term prospects. Of the seven current members of your Board, four
have joined since 2007 (Margaret S. Dano and Francisco S. Uranga joined
in 2007, Timothy C. McQuay joined in 2011, and James S. McElya joined in
2013). Additionally, of the four nominees being recommended by your
Board, Paul J. Humphries, James S. McElya, Donald J. Stebbins and
Francisco S. Uranga, only Mr. Uranga was a member of your Board at
the time of last yearís Annual Meeting, and, if elected, Messrs.
Humphries and McElya would be the newest independent Board members. The
nomination of these candidates shows your Boardís commitment to
enhancing its composition with highly qualified, experienced, business
leaders with relevant experience, competencies and fresh perspectives
that enhance the breadth and depth of your Board.
We believe your Boardís four director nominees have the integrity,
knowledge, breadth of relevant and diverse experience and commitment
necessary to navigate Superior through the complex, dynamic and highly
competitive global business environment in which we operate and to
deliver superior value to our stockholders. Each of these nominees was
recommended to your Board by the Nominating and Governance Committee and
was approved unanimously by your Board. The recommendations of your
Board are based on its carefully considered judgment that the
experience, record and qualifications of each of its nominees make them
the best candidates to serve on the Board. Consider the following with
regard to the four highly qualified candidates recommended by your Board:
YOUR BOARD IS COMMITTED TO FOLLOWING THE HIGHEST STANDARDS OF
Superior will have completely phased out its Boardís classified
structure by the 2015 Annual Meeting. Commencing with the 2014 Annual
Meeting, all directors standing for election would be elected to serve
only until the following yearís annual meeting.
The only management representative on your Board is our CEO, Mr.
Stebbins. All other directors qualify, and all of Superiorís Board
nominees will qualify, as independent directors under the NYSEís
All Board committee memberships are restricted to independent
Following the retirement of Steven J. Borick as Superiorís Chairman
and CEO, the Board separated the Board Chairman and CEO positions, and
Margaret S. Dano, a member of the Board since 2007 and our Lead
Director since 2010, was named Board Chairman. Ms. Dano brings to this
position over 30 years of experience in large, industry leading
Superior has adopted a director resignation policy requiring a
director in non-contested elections to resign in certain instances
where he or she receives a greater number of votes ďwithheldĒ from his
or her election than votes ďforĒ such election.
Superior has adopted a stock ownership policy for Board members
requiring each non-employee director to own shares of Superiorís
common stock equal to three times their annual cash retainer.
Shareholders have the right to call special meetings with only a 10%
No poison pill is in effect.
Your Board has a commitment to the highest standards of corporate
governance, a commitment that was very visible well before GAMCOís first
and unsuccessful proxy contest last year against Superior.
SUPPORT YOUR BOARDíS HIGHLY QUALIFIED NOMINEES BY VOTING THE WHITE
PROXY CARD TODAY
Your vote is important, no matter how many shares you own.
Whether or not you plan to attend the Annual Meeting, we urge you to
protect your investment in Superior by completing, signing, dating and
mailing the enclosed WHITE proxy
card in the postage-paid envelope provided. You may also vote by phone
or Internet by following the instructions on the enclosed WHITE
proxy card. Please do not return or otherwise vote any blue proxy or
voting instruction card sent to you by GAMCO.
On behalf of your Board of Directors, we thank you for your continued
support. We look forward to reporting our continued progress to you.
/s/ MARGARET S. DANO||
/s/ DONALD J. STEBBINS|
|Margaret S. Dano||Donald J. Stebbins|
Chairman of the Board of Directors
President, Chief Executive Officer and Director
Superior is being advised in connection with the proxy contest by
Manatt, Phelps & Phillips, LLP and Morgan, Lewis & Bockius LLP.
MacKenzie Partners, Inc. is serving as Superiorís proxy solicitor.
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 Ford, General Motors,
Chrysler, BMW, Mitsubishi, Nissan, Subaru, Toyota, Volkswagen and Tesla.
For more information, visit www.supind.com.
Cautionary Statement Concerning 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 relating to expectations, plans or prospects for
Superior that are based upon the current expectations and beliefs of
Superiorís management. The words "will," "may," "designed to,"
"outlook," "believes," "should," "anticipates," "plans," "expects,"
"intends," "estimates," "forecasts" and similar expressions identify
certain of these forward-looking statements. These statements relate to,
without limitation, the anticipated proxy contest by GAMCO Asset
Management, Inc. and the other participants in its solicitation, the
progress of construction, the anticipated completion of and the cost of
building and operating a new manufacturing facility in Mexico, future
amounts of and the ability to generate positive cash flow from
operations, future cash dividends and stock repurchases by Superior and
Superiorís ability to adapt to an era of increased global competition.
Such statements are based on current expectations, estimates and
projections about Superiorís business based, in part, on assumptions
made by management. These forward-looking 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 those expressed or implied by such
forward-looking statements. Those risks and uncertainties include, but
are not limited to, risks related to the actions of GAMCO and other
activist shareholders, including the amount of related costs incurred by
Superior and the disruption caused to Superiorís business activities by
these actions, general automotive industry and market conditions and
growth rates, foreign competition as well as general domestic and
international economic conditions. Other risks and uncertainties that
may cause actual events to differ materially from the statements we have
made herein are identified and described in more detail in Superiorís
filings with the SEC, including, without limitation, its Annual Report
on Form 10-K for the year ended December 29, 2013, its Quarterly Reports
on Form 10-Q, and its Current Reports on Form 8-K. The forward-looking
statements in this letter are made as of the date hereof.
Notwithstanding changes that may occur with respect to matters relating
to any forward looking statements, Superior does not expect to, and
disclaims any obligation to, publicly update, amend or clarify any
forward-looking statements whether as a result of new information,
future events or otherwise. Superior, however, reserves the right to
update such statements or any portion thereof at any time for any reason.
Important Additional Information And Where To Find It
Superior, 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
Superiorís 2014 Annual Meeting. On July 7, 2014, Superior filed a
definitive proxy statement (as it may be amended, the ďProxy StatementĒ)
and definitive form of WHITE proxy
card with the U.S. Securities and Exchange Commission (the ďSECĒ) in
connection with such solicitation of proxies from Superiorís
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 SECís 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
Superior Industries International, Inc.
Investor Relations Line:
Executive Vice President & Chief Financial
Roger Pondel, 310-279-5980
Mark Harnett, 800-322-2885
Source: Superior Industries International, Inc.