UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 21, 2025

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(Exact name of Registrant as Specified in Its Charter)

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Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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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))

Securities registered pursuant to Section 12(b) of the Act:

 

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).

 

 

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

     

On May 21, 2025, the stockholders of Superior Industries International, Inc. (the “Company”) approved an amendment to the Superior Industries International, Inc. 2018 Equity Incentive Plan (the “2018 Equity Plan”) at the Company’s annual meeting of stockholders (the “Annual Meeting”). Among other things, the amendment increases the number of shares authorized for issuance under the 2018 Equity Plan by 1,700,000.

The material terms of the 2018 Equity Plan, as amended, are summarized in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on April 3, 2025 under the heading “Proposal No. 2 — Amendment to the 2018 Equity Incentive Plan.” The foregoing description of the 2018 Equity Plan, as amended, does not purport to be complete and is qualified in its entirety by reference to the full text of the 2018 Equity Plan, as amended, a copy of which is filed as Appendix B on pages B-1 to B-18 to the Proxy Statement and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On May 21, 2025, Superior Industries International, Inc. held its annual meeting of stockholders (the “Annual Meeting”). Set forth below are the final voting totals as provided by Broadridge Financial Solutions, Inc., the independent inspector of elections for the Annual Meeting.

Proposal One: Election of Directors

Proposal Two: Amendment to the 2018 Equity Plan of the Company

Proposal Three: Advisory Vote on Executive Compensation of the Company's Named Executive Officers

Proposal Four: Ratification of Independent Registered Public Accounting Firm

Item 9.01

Financial Statements and Exhibits

 

(d) Exhibits

Exhibit Number		Exhibit Description
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.

 

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