Superior Industries International, Inc. (SSUP) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Superior Industries International, Inc. Our host for today's call is Tim McQuay, Chairman of the Board. [Operator Instructions] I will now turn the call over to your host, Mr. McQuay. You may begin, sir.

Thanks, Paul. Good morning, ladies and gentlemen. I'm Tim McQuay, Chairman of the Board of Superior Industries International, and it is my pleasure to welcome all of you. We're excited to be hosting our first virtual meeting, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web portal. As is our custom, we will answer questions at the end of the meeting. Though we may not be able to answer every single one, we will do our best to provide a response to as many as possible. It is just after 10:00 a.m. Eastern Time on June 22, 2020, and in accordance with the notice of the meeting, I call to order the annual meeting of shareholders. Before we get to the formal business of meeting, I would like to make some introductions. I would like to start by introducing the members of our Board of Directors who are with us today. They are Majdi Abulaban, who was the company's President and Chief Executive Officer; Mike Bruynesteyn, Dick Giromini, Paul Humphries, Ransom Langford, Jim McElya, Ellen Richstone and Francisco Uranga. I would also like to introduce the other members of our senior leadership team who are with us today. Matti Masanovich, Executive Vice President and Chief Financial Officer; Kevin Burke, our Senior Vice President and Chief Human Resources Officer; Joanne Finnorn, Senior Vice President, General Counsel and Corporate Secretary; Parveen Kakar, Senior Vice President Sales, Marketing and Product Development; Andreas Meyer, Senior Vice President and President Europe; Karsten Obenaus, Senior Vice President and Chief Financial Officer Europe; Troy Ford, Vice President of Corporate Finance; Shane Giebel, Vice President, Finance, North American Operations and Production; and Michael Hatzfeld, Vice President and Corporate Controller. Finally, I would also like to introduce Amber Stack of Deloitte & Touche LLP, our independent registered public accounting firm. I will preside as Chairman at today's meeting, and Maria Peruzzi will act as the acting secretary for this meeting. In order to assure an orderly meeting, we ask that you honor the rules of conduct and procedures for the meeting posted on the web portal. At this time, I will turn the meeting over to Superior's President and CEO, Majdi Abulaban.

Agenda. First, the election of directors; second, the nonbinding advisory approval of the compensation of our named executive officers; third, the ratification of the selection of our independent registered public accounting firm. I will describe each proposal in more detail when we open the polls momentarily. There will be an opportunity for questions or to make comments following the vote. Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. To assure impartial vote tabulation, Broadridge has been designated as the inspector of election for this meeting. Christine Sundberg of Broadridge is representing Superior and has signed an oath to faithfully execute her duties as inspector of election. Ms. Peruzzi will now report on the mailing of the proxy material and the presence of a quorum for this meeting.

Thank you, Majdi. As acting Secretary, I hereby present that a sworn affidavit of mailing has been delivered, attesting to mailing of the notice of this meeting. The notice having been mailed by first-class mail on or about June 3, 2020, the company's stockholders of record at the close of business on May 29, 2020, which is the record date for purposes of voting at this meeting. Superior's transfer agent prepared a complete list of the holders of record of common stock entitled to vote at this meeting. The list includes the names and addresses of the stockholders, arranged in alphabetical orders and the number of shares held. As acting Secretary, I will file with the records of the company. A copy of the notice of this meeting, the proxy statement, the form of proxy, the 2019 annual report and the affidavit concerning the mailing of these materials. The stockholder list shows that as of the record date, there were 30,918,256 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the inspector of election that there are represented in person or by proxy, shares of common stock representing 23,699,890 votes or approximately 76.65% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business.

Thank you. As mentioned, there are 3 items of business to be voted on today. Detailed information contained in each of these items is contained in the proxy statement furnished in connection with this meeting. Please note that we will give stockholders an opportunity to comment on the proposals after all proposals have been presented. The first item of business to come before the meeting is the election of 9 directors to the Board of Directors. In accordance with the bylaws of the company, each director will be elected to serve until the next annual meeting and until his or her successor has been elected and qualified, or until the director's earlier death, resignation or removal. The Board of Directors recommends the following nominees for election. Majdi Abulaban, Mike Bruynesteyn, Dick Giromini, Paul Humphries, Ransom Langford, Jim McElya, Tim McQuay, Ellen Richstone and Francisco Uranga. The names of each of the aforementioned nominees shall be deemed duly placed in nomination. These 9 individuals are the only persons who have been nominated to stand for election as directors. The second item of business to come before the meeting is a nonbinding advisory vote to approve the executive compensation of Superior's named executive officers for the fiscal year ended December 31, 2019. The Board of Directors recommends a vote for this proposal. The third and final item of business to come before the meeting is the ratification of the appointment of Deloitte & Touche as Superior's independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board of Directors recommends a vote for this proposal. All agenda items are deemed duly placed before the meeting. The polls are now open. Any stockholder who hasn't voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any action at this moment. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the 2020 Superior Industries International Annual Stockholder Meeting closed. Inspector of election will provide a final report on the voting results next week. However, based on a preliminary tally provided by Christine Sundberg, our inspector of elections; Majdi Abulaban, Mike Bruynesteyn, Dick Giromini, Paul Humphries, Ransom Langford, Jim McElya, Tim McQuay, Ellen Richstone and Francisco Uranga have been elected to the Board, and Proposals 2 and 3 have been approved. We will now proceed to the question and comment period. [Operator Instructions] The floor is now open for questions or comments. There are no questions or comments at this time. Tim?

Thank you, Majdi, and thank you, ladies and gentlemen. This completes our agenda for today, and the meeting is now adjourned.

Thanks, everyone.

This now concludes the meeting. Thank you for joining, and have a pleasant day.