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

Welcome to the Annual Meeting of Superior Industries International. Our host for today's call is Tim McQuay, Chairman of the Board. I'll now turn the call over to our host. Mr. McQuay, you may begin.

Thank you, and good morning, everyone. Welcome to the 2023 Annual Meeting of the Stockholders of Superior Industries International. I am Tim McQuay, Chairman of the Board, and we are excited to be hosting our meeting virtually again this year, allowing us to be more inclusive and reach a greater number of our stockholders. Stockholders will have an opportunity to submit questions during the Q&A portion of the meeting. It is just after 10:00 a.m. Eastern Time, on May 17, 2023. And in accordance with the notice of the meeting, I call to order the Annual Meeting of Stockholders. Joining me today are the members of our Board of Directors and Diane DeFrancis of Deloitte & Touche, our independent registered public accounting firm. I will preside as Chairman of today's meeting; and David Sherbin, Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, will report on the formal matters related to the holding of this meeting. In order to ensure 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 Chief Executive Officer, Majdi Abulaban.

Thank you. Thank you, Mr. Chairman. There are 5 items of business on today's agenda. First, the election of 8 directors; second, the amendment to the company's 2018 equity plan. Third, the nonbinding advisory approval of the compensation of our named executive officers; fourth, the frequency of the nonbinding advisory vote on the compensation of our named executive officers; and fifth, the ratification of the selection of our independent registered public accounting firm. There will be an opportunity for questions or comments prior to the vote. Broadridge has been designated as the Inspector of Election for this meeting. Christine [ Sunberg ] of Broadridge is representing Superior and has signed an oath to faithfully execute her duties as inspector of election. Mr. Sherbin will now report on the mailing of the proxy materials and the presence of a quorum for this meeting.

Thank you. A sworn affidavit of mailing has been delivered to the company, attesting to the commencement of mailing the notice of this meeting on March 30, 2023, to company stockholders of record at the close of business on March 23, 2023, which is the record date for purposes of voting at this meeting. Superior's transfer agent prepared a complete list of the holders of common stock entitled to vote at this meeting. The stockholder list shows that as of the record date, there were 33.351 million shares of common stock entitled to vote at this meeting. We are informed by the inspector of elections that there are representing in person or by proxy shares of common stock representing 28 million shares or approximately 84% 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, David. We will now proceed to the question-and-answer portion of this meeting. [Operator Instructions] The floor is now open for questions or comments. We have no questions or comments. Thank you. As mentioned, there are 5 items of business to be voted on today. Detailed information concerning each of these items is contained in the proxy statement furnished in connection with this meeting. Please note, stockholders will have an opportunity to comment on the proposals after all proposals have been presented. The first item of business is the election of 8 directors to the Board of Directors to serve for an expiring term at the 2024 Annual Meeting of the stockholders. The Board of Directors recommends the following nominees for election. Majdi Abulaban, Ray Benvenuti, Mike Bruynesteyn, Dick Giromini, Paul Humphries, Ransom Langford, Tim McQuay and Ellen Richstone. These 8 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 approval to amend and restate the company's 2018 equity plan to increase the number of shares of common stock available for issuance by 3.4 million shares. The Board of Directors recommends a vote for this proposal. The third 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, 2022. The Board of Directors recommends a vote for this proposal. The fourth item of business to come before the meeting is to select the frequency of the nonbinding advisory board on executive compensation of Superior's named executive officers. The Board of Directors recommends a vote for 1 year for this proposal. The fifth and final item of business to come before this meeting is ratification of the appointment of Deloitte and Touche as Superior's independent registered public accounting firm for the fiscal year ending December 31, 2023. The Board of Directors recommends a vote for this proposal. The agenda items are deemed duly placed before the meeting. If you would like to make a comment, please submit your comment on the web portal. There are no comments and 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 votes do not need to take any further action. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the 2023 Superior Industries International Annual Stockholder Meeting closed. The inspector of election will provide a final report on the voting results next week. Based on a preliminary tally provided by Broadridge, each of the 8 nominees have been elected to the Board and proposals 2, 3, 4 and 5 have been approved.

Thank you, Majdi. This concludes the business of the stockholders. Thank you for your continued support and your interest in Superior Industries International. I hereby adjourn the 2023 Annual Meeting, with best wishes to everyone to stay safe and healthy.