UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
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 5, 2015
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
| California | 1-6615 | 95-2594729 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 24800 Denso Drive, Suite 225 Southfield, Michigan |
48033 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (818) 781-4973
N/A
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
Superior Industries International, Inc. (“Superior” or the “Company”) hereby amends its Current Report on Form 8-K, event date May 5, 2015, announcing the preliminary results of the Company’s 2015 Annual Meeting of Shareholders held on May 5, 2015 (“Annual Meeting”), in order to provide the final voting results of the Annual Meeting.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Superior held its Annual Meeting on May 5, 2015. Set forth below are the final voting results as provided by IVS Associates, Inc., the independent inspector of elections for the Annual Meeting.
| Proposal One: Election of Directors | ||||||
| Director Nominees | Votes For | Votes Withheld | Broker Non-Votes | |||
| Margaret S. Dano | 21,071,211 | 3,063,401 | 688,109 | |||
| Jack A. Hockema | 21,067,420 | 3,067,192 | 688,109 | |||
| Paul J. Humphries | 19,890,480 | 79,110 | 688,109 | |||
| James S. McElya | 20,911,603 | 3,223,009 | 688,109 | |||
| Timothy C. McQuay | 16,539,735 | 3,429,855 | 688,109 | |||
| Donald J. Stebbins | 17,773,740 | 6,360,872 | 688,109 | |||
| Francisco S. Uranga | 19,600,558 | 369,032 | 688,109 | |||
| Glenn J. Angiolillo | 4,156,412 | 8,610 | 688,109 | |||
| Philip T. Blazek | 4,156,412 | 8,610 | 688,109 | |||
| Walter M. Schenker | 4,156,412 | 8,610 | 688,109 | |||
Proposal Two: Advisory Vote on Compensation of Named Executive Officers
| For | Against | Abstain | Broker Non-Votes |
| 11,490,481 | 12,024,357 | 619,774 | 688,109 |
Proposal Three: To approve the Company’s reincorporation from California and Delaware.
| For | Against | Abstain | Broker Non-Votes |
| 24,065,253 | 39,936 | 29,423 | 688,109 |
Proposal Four: Ratification of Independent Registered Public Accounting Firm
| For | Against | Abstain | Broker Non-Votes |
| 24,720,099 | 76,615 | 26,007 | N/A |
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.
| SUPERIOR INDUSTRIES INTERNATIONAL, INC. | |
| (Registrant) | |
| Date: May 12, 2015 | /s/ Kerry A. Shiba |
| Kerry A. Shiba | |
| Executive Vice President and Chief Financial Officer |