ISS and Glass Lewis Recognize Superior’s Progress to Improve
Operational and Financial Performance
Superior Urges Stockholders to Follow ISS and Glass Lewis’
Recommendations and Vote on the WHITE Proxy
Card
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 Institutional
Shareholder Services Inc. (ISS) and Glass Lewis & Co., leading
independent proxy advisory firms, have recommended to their clients that
Superior stockholders vote the WHITE
proxy card FOR ALL
eight of Superior’s director nominees – Michael R. Bruynesteyn,
Margaret S. Dano, Jack A. Hockema, Paul J. Humphries, James S. McElya,
Timothy C. McQuay, Donald J. Stebbins and Francisco S. Uranga –
standing for election at the Annual Meeting of Shareholders to be held
on April 26, 2016. Both ISS and Glass Lewis’ clients include
institutional investors, mutual funds, pension funds and other
fiduciaries. As previously announced, GAMCO Asset Management Inc.
(GAMCO) is waging a proxy contest to elect its own director candidates
to the Superior Board, despite the failure of similar attempts in 2013,
2014 and 2015.
Commenting on the ISS and Glass Lewis reports, Superior issued the
following statement:
“We are pleased with ISS and Glass Lewis’ recommendations and that
both firms recognized the strength of our director nominees and the
progress they have helped guide. As we have consistently stated, we do
not believe that any of GAMCO’s nominees can be said to have experience
comparable to that of any of the three highly qualified and very
experienced members of the Superior Board that GAMCO is seeking to
replace. As was the case with GAMCO’s previous three unsuccessful proxy
contests against Superior, we do not believe that any of GAMCO’s
nominees would bring to Superior’s Board any relevant insights,
perspectives, skills or competencies not already present among the
current members of the Superior Board.”
In its April 12, 2016 report, ISS recognized that GAMCO has not made a
compelling case that change at the Board level is warranted. In
addition, ISS highlighted the significant and numerous financial
improvements that have recently occurred at Superior. ISS noted:
“EBITDA has improved at a 3-year Compound Annual Growth Rate (CAGR)
of 9.2 percent, from $59.2 million in FY2012 to $77.2 million in FY2015,
with the most significant increase coming in the last year. EBITDA
margin meaningfully improved over the same period as well, from 7.4
percent in FY2012 to 9.8 percent in FY2015. These improvements appear to
demonstrate the sustained, disciplined execution on a turnaround plan
which the board touts….”
Furthermore, ISS took note of the Superior Board’s commitment to
improving operating metrics and the reworking of a labor model to
develop financial flexibility. ISS stated:
“What may be more compelling is how some of these improvements in
operating metrics, like quality, and financial inputs, like lower
non-material cost per wheel, have been achieved. Moving production to
lower-cost environments, while simple enough in concept, requires
substantial commitment over an extended period of time. Reworking a
labor model to introduce financial flexibility for the ebb and flow of
order flow may seem much simpler, and potentially easier – but in
reality also requires extensive planning to avoid a morass of execution
issues. That both of these were done even as quality improved,
therefore, is much more compelling a statement about the board's
oversight than any one of these factors individually – and perhaps even
more compelling, since they drive it, than the high-level fact of
improving EBITDA and EBITDA margins, which are now the highest of the
past five years.”
Separately, in its April 12, 2016 report, Glass Lewis noted the
following:
“Having thoroughly evaluated GAMCO’s arguments, we do not believe it
has made a sufficiently detailed or compelling case that change to the
composition of the board is warranted at this time…We also found that
the board has been sufficiently refreshed with additional well-qualified
directors over the last several years and that it appears receptive to
shareholders’ concerns. In contrast, GAMCO provides little insight into
the nature of its concerns at the Company or how the Dissident Nominees
might address these concerns.”
“Given their [the GAMCO nominees] lack of ownership [in Superior
stock] and the vague and conditional nature of their intention to
acquire shares if elected, we see no reason to believe the interests of
the Dissident Nominees would be better aligned with shareholders than
would those of the Management Nominees.”
Additionally, Glass Lewis took note of Superior’s refreshed and highly
qualified Board of Directors:
“We find little basis to support the Dissident’s assertion that
additional fresh perspective or capital allocation expertise on the
Superior Industries board is warranted at this time. We believe the
incumbent board includes sufficient fresh perspective, as four new
directors, representing half of the incumbent board, were appointed in
the last two years, including one new director appointed in 2015 (Mr.
Bruynesteyn) and three new directors appointed in 2014 (Messrs.
Stebbins, Hockema and Humphries). Moreover, the average tenure of the
incumbent directors is approximately four years and the longest tenure
is only nine years. In this case, we believe the incumbent board strikes
a reasonable balance between fresh perspective and continuity. We also
believe the board has sufficiently addressed any concern the Dissident
may have with the capital markets experience of the board through the
appointment of Mr. Bruynesteyn as a director in 2015.”
In addition to backing Superior’s Board nominees, Glass Lewis also noted
its support for Superior’s executive compensation. Glass Lewis stated:
“[W]e believe the recent changes enacted by the Company, including
diversifying the metrics under the STI and LTI plans for fiscal 2016,
should aid in the alignment of compensation and performance results
going forward.”
Superior stockholders are reminded that their vote is extremely
important, no matter how many or how few shares they own. Superior urges
stockholders to vote FOR ALL
eight of Superior’s director nominees – Michael R. Bruynesteyn,
Margaret S. Dano, Jack A. Hockema, Paul J. Humphries, James S. McElya,
Timothy C. McQuay, Donald J. Stebbins and Francisco S. Uranga – on
the WHITE proxy card today.
Stockholders may vote by returning the WHITE
proxy card or by phone or Internet by following the instructions on the WHITE
proxy card they have received. Stockholders are urged to discard any
blue proxy card or voting instruction card they may have received from
GAMCO. Even a WITHHOLD vote with respect to GAMCO’s nominees on its blue
proxy card will cancel any proxy previously given to Superior. If a
stockholder previously signed a blue proxy card sent by GAMCO, that
proxy card can be revoked by voting a new WHITE
proxy card for the Board’s recommended nominees. Only the
latest-dated proxy will count.
Superior is being advised in connection with the proxy contest by
Winston & Strawn, LLP. Okapi Partners LLC is serving as Superior’s proxy
solicitor.
About Superior Industries
Headquartered in Southfield, Michigan, Superior is the largest
manufacturer of aluminum wheels for passenger cars and light-duty
vehicles in North America. From its plants in the U.S. and Mexico, the
company supplies aluminum wheels to the original equipment market. Major
customers include BMW, FCA, Ford, General Motors, Mazda, Nissan, Subaru,
Tesla, Toyota and Volkswagen. For more information, visit www.supind.com.
Forward-Looking Statements
We caution readers that this press release contains statements that are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include all
statements that do not relate solely to historical or current facts and
can generally be identified by the use of future dates or words such as
"may," "should," "could," “will,” "expects," "seeks to," "anticipates,"
"plans," "believes," "estimates," "intends," "predicts," "projects,"
"potential" or "continue" or the negative of such terms and other
comparable terminology. These statements also include, but are not
limited to, statements regarding the anticipated proxy contest by GAMCO
Asset Management, Inc. and the other participants in its solicitation,
our initiatives to strengthen the Company’s manufacturing platform, our
plan to increase our operating efficiencies, our objectives to increase
our diversification and value-added sales and our strategic plan, and
are based on current expectations, estimates, and projections about the
Company's business based, in part, on assumptions made by management.
These 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 what
is expressed or forecasted in such forward-looking statements due to
numerous factors, risks, and uncertainties discussed in the company's
Securities and Exchange Commission filings and reports, including the
Company's Annual Report on Form 10-K for the fiscal year 2015 and our
reports from time to time filed with the Securities and Exchange
Commission. You are cautioned not to unduly rely on such forward looking
statements when evaluating the information presented in this press
release. Such forward-looking statements speak only as of the date on
which they are made and the Company does not undertake any obligation to
update any forward-looking statement to reflect events or circumstances
after the date of this release.
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
stockholders in connection with the matters to be considered at
Superior’s 2016 Annual Meeting. On March 25, 2016, Superior filed a
definitive proxy statement (as it may be amended from time to time, the
“Proxy Statement”) and definitive form of WHITE proxy card with the SEC
in connection with such solicitation of proxies from Superior’s
stockholders.
INVESTORS AND STOCKHOLDERS 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 the appendices thereto.
Stockholders 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 SEC’s website at www.sec.gov.
Copies will also be available at no charge under the “Investors” page of
our corporate website at www.supind.com,
by writing to Superior’s Corporate Secretary at 26600 Telegraph Road,
Suite 400, Southfield, Michigan 48033, by calling Superior at (248)
234-7104, or by contacting Superior’s proxy solicitor, Okapi Partners
LLC, toll free at (877) 629-6356.
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