SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box: |_|
|_| Preliminary Proxy Statement |_| Confidential, For Use Of The Commission
Only (as Permitted By Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
7800 Woodley Avenue
Van Nuys, California 91406
----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 12, 2006
To the Shareholders of
SUPERIOR INDUSTRIES INTERNATIONAL, INC.:
The Annual Meeting of Shareholders of SUPERIOR INDUSTRIES INTERNATIONAL,
INC. will be held at the Airtel Plaza Hotel, 7277 Valjean Avenue, Van Nuys,
California 91406 on Friday, May 12, 2006 at 10:00 A.M. Pacific Time for the
following purposes:
(1) To elect Jack H. Parkinson, Philip W. Colburn and R. Jeffrey Ornstein
to Class I of the Board of Directors; and
(2) To transact such other business as may properly come before the
meeting or any postponements or adjournments thereof.
Only shareholders of record at the close of business on March 27, 2006 are
entitled to notice of and to vote at the Annual Meeting. On any business day
from May 2, 2006 until May 12, 2006, during ordinary business hours,
shareholders may examine the list of shareholders for any proper purpose
relevant to the Annual Meeting at the Company's executive offices at 7800
Woodley Avenue, Van Nuys, California 91406.
You are urged to execute the enclosed proxy and return it in the
accompanying envelope at your earliest convenience. Such action will not affect
your right to vote in person should you find it possible to attend the Annual
Meeting.
By Order of the Board of Directors
/s/ Daniel L. Levine
Daniel L. Levine
Secretary
Van Nuys, California
Dated: April 7, 2006
--------------------------------------------------------------------------------
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE PAID
ENVELOPE.
--------------------------------------------------------------------------------
-2-
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
7800 Woodley Avenue
Van Nuys, California 91406
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 12, 2006
This Proxy Statement is furnished to the shareholders of Superior Industries
International, Inc., a California corporation ("Superior" or the "Company"), in
connection with the solicitation of proxies by the Company's Board of Directors
for use at the Annual Meeting of Shareholders to be held at the Airtel Plaza
Hotel, 7277 Valjean Avenue, Van Nuys, California 91406 on Friday, May 12, 2006
at 10:00 A.M. Pacific Time and at all postponements and adjournments thereof
(the "Annual Meeting"). The cost of such solicitation will be borne by Superior.
The solicitation will be by mail, telephone, or oral communication with
shareholders. Following the original mailing of the proxies and other soliciting
materials, the Company will request that brokers, custodians, nominees and other
record holders forward copies of the Proxy Statement and other soliciting
materials to persons for whom they hold shares of Superior common stock and
request authority for the exercise of proxies. In such cases, the Company will
reimburse such record holders for their reasonable expenses.
The matters to be considered and voted upon at the Annual Meeting are set
forth in the Notice of Annual Meeting which accompanies this Proxy Statement.
A proxy for use at the Annual Meeting is enclosed. A proxy, if properly
executed, duly returned and not revoked, will be voted in accordance with the
instructions contained thereon. If the proxy is executed and returned without
instruction, the proxy will be voted FOR the election as directors of the
individuals named below. If the proxy is not returned, your vote will not be
counted. Any shareholder who executes and delivers a proxy has the right to
revoke it at any time before it is exercised, by filing with the Secretary of
Superior a written notice revoking it or a duly executed proxy bearing a later
date, or, if the person executing the proxy is present at the meeting, by voting
his shares in person.
The approximate date on which Superior anticipates first sending this Proxy
Statement and form of proxy to its shareholders is April 12, 2006. The address
of the principal executive offices of the Company is 7800 Woodley Avenue, Van
Nuys, California 91406.
VOTING SECURITIES AND PRINCIPAL HOLDERS
There were issued and outstanding 26,610,191 shares of Superior's common
stock, par value $0.50 per share (the "Common Stock"), on March 27, 2006, which
has been set as the record date for the purpose of determining the shareholders
entitled to notice of and to vote at the Annual Meeting. Each holder of Common
Stock will be entitled to one vote, in person or by proxy, for each share of
Common Stock standing in his name on the books of Superior as of the record
date; votes may not be cumulated. To constitute a quorum for the transaction of
business at the Annual Meeting, there must be present, in person or by proxy, a
majority of the shares entitled to vote.
-3-
The following table sets forth information known to Superior as of March 1,
2006 with respect to beneficial ownership of the Common Stock by each person
known to the Company to be the beneficial owner of more than 5% of the Common
Stock, by each director, by the Named Officers (as defined under "Executive
Compensation") and by all directors and executive officers of Superior as a
group:
Amount Percent
Beneficially Of
Name and Address(+) of Beneficial Owner Owned Class
--------------------------------------- --------------------- ---------
Third Avenue Management (1) 4,703,591 17.7%
622 Third Avenue
New York, NY 10017
Louis L. Borick 3,957,263(2)(3) 14.9%
Artisan Partners Limited Partnership (1) 3,015,201 11.3%
875 East Wisconsin Avenue, Suite 800
Milwaukee, WI 53202
Franklin Resources (1) 2,855,900 10.7%
One Franklin Way
San Mateo, CA 94403
Advisory Research, Inc. (1) 2,084,650 7.8%
180 North Stetson, Suite 5500
Chicago, IL 60611
Mac-Per-Wolf Company (1) 2,010,225 7.6%
311 S. Wacker Dr., Suite 6000
Chicago, IL 60606
Dimensional Fund Advisors, Inc. (1) 1,975,748 7.4%
1299 Ocean Ave.
Santa Monica, CA 90401
Donald Smith & Co., Inc. (1) 1,555,400 5.8%
152 West 57th Street, 22nd Floor
New York, NY 10019
Juanita A. Borick 1,418,441 5.3%
Steven J. Borick 584,191(2)(3) 2.2%
James M. Ferguson 86,628(2)(3) *
Michael J. O'Rourke 78,266(2)(3) *
R. Jeffrey Ornstein 41,550(2)(3) *
Raymond C. Brown 25,894(2) *
Daniel L. Levine 25,400(2)(3) *
Jack H. Parkinson 20,100(2) *
V. Bond Evans 15,500(2) *
Philip W. Colburn 13,430(2) *
Sheldon I. Ausman 8,500(2) *
Michael J. Joyce 0 *
Superior's Directors and Executive Officers 4 ,946,722(4) 18.6%
As a Group (17 persons)
---------------
+ All persons have the Company's principal office as their address, except as
indicated.
* Less than 1%.
(1) Based on information provided by the shareholder in Schedule 13G filed with
the Securities and Exchange Commission as of December 31, 2005.
(2) Includes 466,732, 424,149, 49,755, 49,755, 31,173, 18,766, 15,500, 12,500,
12,500, 12,500, and 8,500 shares for Messrs. S. Borick, L. Borick, Ferguson,
O'Rourke, Ornstein, Levine, Evans, Brown, Colburn, Parkinson, and Ausman,
respectively, of which
-4-
they have the right to acquire beneficial ownership through the exercise
within 60 days from March 1, 2006 of non-statutory stock options that have
been previously granted.
(3) Includes 33,768, 26,495, 25,851, 24,495, 10,077 and 6,234 shares for Messrs.
S. Borick, O'Rourke, L. Borick, Ferguson, Ornstein and Levine, respectively,
of which they have the right to acquire beneficial ownership through the
exercise within 60 days from March 1, 2006 of incentive stock options that
have been previously granted.
(4) Includes 1,318,750 shares of which the directors and executive officers have
the right to acquire beneficial ownership through the exercise within 60
days from March 1, 2006 of stock options that have previously been granted.
Excluding Mr. L. Borick, the directors and executive officers collectively
beneficially own 989,459 shares, or 3.7% of the class. Each of such
directors and executive officers has sole investment and voting power over
his shares.
A copy of Superior's annual report on Form 10-K, as filed with the
Securities and Exchange Commission ("SEC"), will be furnished to any shareholder
without charge on written request to R. Jeffrey Ornstein, Vice President & Chief
Financial Officer, Superior Industries International, Inc., 7800 Woodley Avenue,
Van Nuys, California 91406.
ELECTION OF DIRECTORS
One of the purposes of the Annual Meeting is to elect three persons to Class
I of the Board of Directors in accordance with the Company's Articles of
Incorporation. Unless instructed to the contrary, the persons named in the
accompanying proxy will vote the shares for the election of the nominees named
herein to Class I of the Board of Directors as described below. Although it is
not contemplated that any nominee will decline or be unable to serve, the shares
will be voted by the proxy holders in their discretion for another person if
such a contingency should arise. The term of each person elected as a director
will continue until the director's term has expired and until his or her
successor is elected and qualified. The three persons receiving the largest
number of affirmative votes shall be elected as Class I directors. Since there
is no particular percentage of either the outstanding shares or the shares
represented at the meeting required to elect a director, abstentions and broker
non-votes will have the same effect as the failure of shares to be represented
at the Annual Meeting, except that the shares subject to such abstentions or
non-votes will be counted in determining whether there is a quorum for taking
shareholder action, under California law and the Company's Articles of
Incorporation and Bylaws.
The Company's Articles of Incorporation provides that its nine directors be
divided into three classes. The term of office of those directors in Class I
expires at the 2006 Annual Meeting of Shareholders; the term of office of those
directors in Class II expires at the 2007 Annual Meeting of Shareholders; and
the term of office of those directors in Class III expires at the 2008 Annual
Meeting of Shareholders. Directors elected to succeed those directors whose
terms expire are elected for a term of office to expire at the third succeeding
annual meeting of shareholders after their election.
Information Regarding Director Nominees
Messrs. Parkinson, Colburn and Ornstein are currently serving as directors
in Class I and were elected at the 2003 Annual Meeting of Shareholders for a
term of office expiring at the 2006 Annual Meeting of Shareholders. All the
nominees were recommended for re-election by the Board of Directors. The name,
age and principal business or occupation of each nominee and each of the other
directors who will continue in office after the 2006 Annual Meeting, the year in
which each first became a director of the Company, committee memberships,
ownership of equity securities of the Company and other information are shown
below in the brief description of each of the nominees and incumbent directors
and in the tables elsewhere in this Proxy Statement.
Each of the following persons is nominated for election to Class I of the
Board of Directors (to serve a three-year term ending at the 2009 Annual Meeting
of Shareholders and until their respective successors are elected and
qualified). The Board of Directors recommend that you vote FOR the following
nominees:
Jack H. Parkinson
Mr. Parkinson has more than 55 years experience in the automotive industry.
He retired from Chrysler Corporation after 24 years in its international
organization. He was Managing Director of Chrysler's Mexico operations from 1974
to 1982 and was Executive Vice President of Sunroad Enterprises, an entity
involved in real estate development, banking and car dealerships, from 1983 to
1994.
-5-
He serves on the Nominating and Corporate Governance, Audit, Long Range
Financial Planning and Compensation and Benefits Committees of the Board of
Directors of the Company.
Philip W. Colburn
Mr. Colburn has more than 40 years experience in the automotive industry.
Prior to the merger with Andrew Corporation in July 2003, he was the Chairman of
Allen Telecom, Inc., a New York Stock Exchange listed manufacturer of wireless
equipment to the global telecommunications industry. He held this position since
March 1988, and is currently a director of Proliance International, Inc. Mr.
Colburn serves on the Audit, Long Range Financial Planning, Compensation and
Benefits, and Nominating and Corporate Governance Committees of the Board of
Directors of the Company.
R. Jeffrey Ornstein
Mr. Ornstein, a certified public accountant, joined the Company in June 1984
as Vice President, Finance and Treasurer. He became Vice President and Chief
Financial Officer in 1995. Mr. Ornstein serves as an ex officio member on the
Long Range Financial Planning Committee of the Board of Directors of the
Company.
Selection of Nominees for Director
It is the policy of the Board, as set forth in the Company's Corporate
Governance Guidelines, to select director nominees who possess personal and
professional integrity, sound business judgment, a willingness to devote the
requisite time and energies to their duties as director, and relevant experience
and skills to be an effective director in conjunction with the full Board in
collectively serving the long-term interests of the Company's shareholders.
Board members are evaluated and selected based on their individual merit as well
as in the context of the needs of the Board as a whole.
The Nominating and Corporate Governance Committee is responsible for
identifying, reviewing, and recommending for the Board's selection qualified
individuals to be nominated for election or reelection to the Board, consistent
with the criteria set forth in the Company's Corporate Governance Guidelines.
The Nominating and Corporate Governance Committee, in conducting such
evaluation, may also take into account such other factors as it deems relevant.
Prior to nominating an existing director for re-election to the Board, the
Nominating and Corporate Governance Committee considers and reviews the existing
director's Board and committee meeting attendance and performance, length of
Board service, independence, as well as the experience, skills and contributions
that the existing director brings to the Board. Further, the Nominating and
Corporate Governance Committee receives disclosures relating to a director's
independence and assists the Board in making determinations as to the
independence of the directors. The Nominating and Corporate Governance Committee
also conducts an annual review of the composition and structure of the Board as
a whole.
From time to time, the Nominating and Corporate Governance Committee may
engage outside search firms to assist it in identifying and contacting qualified
director candidates.
Any shareholder entitled to vote in the election of directors generally may
nominate one or more persons for election as director at a meeting by providing
written notice of such shareholder's intent to make such nomination or
nominations, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Company not later than 120 days in advance of
an annual meeting of shareholders, and with respect to an election to be held at
a special meeting of shareholders for the election of directors, the close of
business on the seventh day following the date on which notice of such meeting
is first given to shareholders. A shareholder notice must contain the following
information: the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; a representation that
the shareholder is a holder of record of stock of the corporation entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the SEC, had the nominee been nominated, or intended to be nominated, by the
board of directors; and the consent of each nominee to serve as a director of
the corporation if so elected. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedures, which nomination shall be void.
-6-
The directors nominated by the Board for election at the Annual Meeting were
recommended by the Nominating and Corporate Governance Committee, with the
nominees abstaining. The Board has determined that Messrs. Parkinson and Colburn
are independent directors as defined by the Corporate Governance Rules of the
New York Stock Exchange.
The Company's policies and procedures regarding the selection of director
nominees are described in detail in the Company's Corporate Governance
Guidelines and the Nominating and Corporate Governance Committee Charter, which
are available on the Company's website at www.supind.com. In addition, printed
copies of such Corporate Governance Guidelines and Nominating and Corporate
Governance Committee Charter are available upon written request to the Company's
Secretary at Superior Industries International, Inc., 7800 Woodley Avenue, Van
Nuys, California 91406.
Incumbent Directors
Directors in the other two classes of directors whose terms are not
currently expiring are as follows:
Class II -- serving until the 2007 Annual Meeting of Shareholders and
until their respective successors are elected and qualified:
Sheldon I. Ausman
For 34 years until his retirement, Mr. Ausman was with the international
firm of Arthur Andersen, accountants and auditors. He retired as the Managing
Partner of the Southern California, Honolulu and Las Vegas offices. He also
served as a member of the firm's Board of Partners and various other committees.
Prior to reaching retirement age, Mr. Ausman served on the Board of Northern
Trust Bank of California and was a director of Allen Telecom, a New York Stock
Exchange listed manufacturer of wireless equipment to the telecommunications
industry, prior to its merger with Andrew Corporation in July 2003. He currently
is the Director of Client Services for Gumbiner Savett, Inc., a regional public
accounting firm. In addition, he is a director of several nonprofit and
privately owned companies. Mr. Ausman serves on the Compensation and Benefits,
Audit, Nominating and Corporate Governance and Long Range Financial Planning
Committees of the Board of Directors of the Company.
V. Bond Evans
Mr. Evans has over 35 years of domestic and international experience in
engineering, manufacturing and general management disciplines, primarily in the
aluminum industry. He graduated from General Motors Institute of Technology and
Management and began his career with General Motors Diesel Ltd. Canada. In 1960,
he joined Kawneer Company Canada Limited. He became President with
responsibility for Canadian and European operations in 1968. He was named
President of the parent company in 1970 with responsibility for worldwide
operations. Following the acquisition of Kawneer, Inc. by Alumax, Inc., a New
York Stock Exchange listed company, he held a succession of upper management
positions in Alumax, becoming President and Chief Executive Officer of the
company in 1991. During his career Mr. Evans served as a Director and Committee
Chairman in the Aluminum Association and the International Primary Aluminum
Institute. Mr. Evans serves on the Compensation, Nominating and Corporate
Governance and Compensation and Benefits Committees of the Board of Directors of
the Company.
Michael J. Joyce
Mr. Joyce has more than 30 years of experience in automotive and automotive
related industries. Prior to his retirement, Mr. Joyce was President, CEO and a
principal owner of Pacific Baja Light Metals, Inc, a manufacturer of aluminum
wheels and other machined aluminum castings for the automotive industry. Pacific
Baja has manufacturing facilities in the United States and Mexico. From 1983 to
1990, Mr. Joyce was Group President of the Aluminum Wheel Group of the
Kelsey-Hayes Company. From 1971 to 1983, Mr. Joyce held various management
positions with Rockwell International, the last as Vice President and General
Manager of its Western Wheel Division, a manufacturer of aluminum wheels. Mr.
Joyce holds a degree in physics from Kent State University and an MBA from Ohio
State University.
Class III -- serving until the 2008 Annual Meeting of Shareholders and
until their respective successors are elected and qualified:
-7-
Louis L. Borick
Mr. L. Borick currently serves as Chairman of the Board and Chairman of the
Long Range Financial Planning Committee of the Board of Directors. He has been
Chairman of Superior's Board of Directors since founding the Company in 1957,
and has been responsible for the formation of the overall corporate policy of
the Company and its subsidiaries. Mr. L. Borick also served as President until
January 1, 2003, and Chief Executive Officer of the Company until January 1,
2005, at which time, his son, Steven J. Borick, who also serves on Superior's
Board of Directors, became the Chief Executive Officer of Superior.
Steven J. Borick
Mr. S. Borick, who is a son of Louis L. Borick, was appointed President
effective January 1, 2003, and was appointed Chief Executive Officer, effective
January 1, 2005. He joined the Company in January 1999, after serving on
Superior's Board for 18 years, and was appointed Vice President, Strategic
Planning on March 19, 1999, and Executive Vice President on January 1, 2000.
Prior to joining Superior, he was engaged in the oil exploration business for
over 20 years in his capacity as President of Texakota, Inc. and general partner
of Texakota Oil Co. Mr. S. Borick also serves on the Board of Directors of
M.D.C. Holdings, Inc., a New York Stock Exchange Company. He serves on the Long
Range Financial Planning Committee of the Board of Directors of the Company.
Raymond C. Brown
Mr. Brown retired from the Company in 1998 after a distinguished career
spanning thirty years of service. Mr. Brown joined the Company in 1967 and
became Senior Vice President in 1975. His duties included strategic and product
planning and involvement in all of the Company's major projects. He was directly
responsible for marketing and sales of products for original equipment
manufacturers and was also responsible for Corporate Quality. He serves on the
Nominating and Corporate Governance Committee of the Board of Directors of the
Company.
The names of, and certain information with respect to, the nominees and the
incumbent directors are as follows:
First
Elected
Name Age Principal Occupation as a Director
---- --- -------------------- -------------
Nominees
Jack H. Parkinson 78 Retired Executive Vice President, 1983
Sunroad Enterprises
Philip W. Colburn 77 Retired Chairman, Allen Telecom, Inc. 1991
R. Jeffrey Ornstein 63 Vice President and Chief Financial 1991
Officer
Incumbents
Sheldon I. Ausman 72 Director of Client Services, Gumbiner 1992
Savett, Inc.
V. Bond Evans 71 Retired President and Chief Executive 1994
Officer, Alumax, Inc.
Michael J. Joyce 63 Retired President and CEO, Pacific Baja 2005
Light Metals, Inc.
Louis L. Borick 82 Chairman of the Board 1957
Steven J. Borick 53 President and Chief Executive Officer 1981
Raymond C. Brown 77 Retired Senior Vice President 1972
-8-
Committees and Meetings of the Board of Directors
The Board of Directors of the Company held five regularly scheduled meetings
in 2005. Each of the directors attended at least 75% of the aggregate number of
meetings of the Board of Directors and meetings of the committees of the Board
on which he served. Although the Company has no formal policy with regard to
Board members' attendance at its annual meeting of shareholders, it is customary
for the Company's directors to attend. All of the Company's directors attended
the Company's 2005 Annual Meeting of Shareholders. In addition to meeting as a
group to review the Company's business, certain members of the Board of
Directors also devote their time and talents to certain standing committees.
Significant committees of the Board of Directors of the Company and the
respective members are set forth below.
The Audit Committee's functions include direct responsibility for the
appointment, compensation, retention and oversight of the work of any
independent public accounting firm engaged to audit the Company's financial
statements or to perform other audit, review or attestation services for the
Company; discussing with the independent auditors their independence; review and
discussing with the Company's independent auditors and management the Company's
audited financial statements; and recommending to the Company's Board of
Directors whether the Company's audited financial statements should be included
in the Company's Annual Report on Form 10-K for the previous fiscal year for
filing with the SEC. The Audit Committee is composed of Sheldon I. Ausman
(Committee Chair), Jack H. Parkinson and Philip W. Colburn. Messrs. Ausman,
Parkinson and Colburn are independent as that term is defined in Section 303A.02
of the New York Stock Exchange's Corporate Governance Rules and Rule
10A-3(b)(ii) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The Board has determined that Mr. Ausman is an "audit committee financial
expert" as defined by SEC rules based upon, among other things, his accounting
background and experience. The Audit Committee met eight times in 2005. See
"Audit Committee Report" located elsewhere in this Proxy Statement.
The Nominating and Corporate Governance Committee's functions include
assisting the Board in identifying qualified individuals to become directors,
recommending to the Board qualified director nominees for election at the
shareholders' annual meeting, determining membership on the Board committees,
recommending a set of Corporate Governance Guidelines, oversight of annual
self-evaluations by the Board. The Nominating and Corporate Governance Committee
is composed of Philip W. Colburn (Committee Chair), Sheldon I. Ausman, V. Bond
Evans, Jack H. Parkinson and Raymond C Brown. Messrs. Ausman, Evans, Colburn,
Parkinson, and Brown are independent as that term is defined in Section 303A.02
of the New York Stock Exchange's Corporate Governance Rules. The Nominating and
Corporate Governance Committee met two times in 2005.
The Compensation and Benefits Committee's functions include review and
approval of non-stock compensation for the Company's officers and key employees,
and administration of the Company's Equity Incentive Plan. The committee
consists of V. Bonds Evans (Committee Chair), Sheldon I. Ausman, Philip W.
Colburn and Jack H. Parkinson. As indicated above, Messrs. Ausman, Evans,
Colburn and Parkinson are independent as that term is defined in Section 303A.02
of the New York Stock Exchange's Corporate Governance Rules. The Compensation
and Benefits Committee met seven times during 2005. See "Compensation Committee
Report" located elsewhere in this Proxy Statement.
The Long Range Financial Planning Committee's functions include review of
the Company's long-term strategic financial objectives and the methods to
accomplish them. The committee consists of Louis L. Borick (Committee Chair),
Sheldon I. Ausman, Steven J. Borick, Philip W. Colburn, Jack H. Parkinson, V.
Bonds Evans and R. Jeffrey Ornstein as an ex officio member. The Long Range
Financial Planning Committee did not meet during 2005.
The Board of Directors has adopted a written charter for each of the Audit
Committee, the Compensation and Benefits Committee and the Nominating and
Corporate Governance Committee, which are available on the Company's website at
www.supind.com. Printed copies of these documents are also available upon
written request to the Company's Secretary, Superior Industries International,
Inc., 7800 Woodley Avenue, Van Nuys, California 91406.
Non-Management Executive Sessions
Non-management directors meet at least annually, and generally after
regularly scheduled Board of Directors meetings. These sessions are chaired by
Mr. Colburn.
-9-
Communications with Directors
Shareholders wishing to communicate directly with the Board of Directors,
the Chairman of the Board, the Chair of any committee, or the non-management
directors as a group about matters of general interest to shareholders are
welcome to do so by writing the Company's Secretary at Superior Industries
International, Inc., 7800 Woodley Avenue, Van Nuys, California 91406. The
Secretary will forward these communications as directed.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics, a code of
ethics that applies to all of the Company's directors, officers and employees,
including the Company's Chief Executive Officer, Chief Financial Officer and
Chief Accounting Officer. The Code of Business Conduct and Ethics is publicly
available on the Company's website at www.supind.com and in print upon written
request to the Company's Secretary at Superior Industries International, Inc.,
7800 Woodley Avenue, Van Nuys, California 91406. Any amendments to the Code of
Business Conduct and Ethics or grant of any waiver from a provision of the code
to any director or officer will be disclosed on the Company's website within
five days of a vote of the Board of Directors or a designated board committee
that such an amendment or waiver is appropriate, and shall otherwise be
disclosed as required by applicable law or New York Stock Exchange rules.
Certain Relationships and Related Transactions
Superior's main office and manufacturing facilities located at 7800 Woodley
Avenue, Van Nuys, California, are leased from Mr. L. Borick, who is a director
and Chairman of the Board of the Company, and Juanita A. Borick, who is Mr. L
Borick's former spouse. One of the two buildings on the property is a casting
plant containing approximately 85,000 square feet and the other is a combined
office, manufacturing and warehouse structure. The offices comprise
approximately 24,000 square feet and the manufacturing and warehouse area
236,000 square feet. During fiscal 2005, Superior paid $1,332,936 in rentals
under the lease.
Superior leases the warehouse and office facilities at 14721 Keswick Street,
Van Nuys, California from Keswick Properties, owned jointly by Steven J. Borick,
who is a director and officer of the Company, and two other of Mr. L. Borick's
children. During fiscal 2005, Superior paid Keswick Properties $292,102 in
rentals under the lease.
Based upon independent appraisals, the Company believes the related party
transactions described above were fair to the Company and could have been
obtained on similar terms from an unaffiliated third party.
There are no personal loans or other extensions of credit to directors or
executives.
Employment Agreements
On January 1, 2005, Superior entered into a services agreement with Mr.
Louis L. Borick as Chairman of the Board, following the termination of his
services as CEO under the 1994 employment agreement. The agreement provides
annual compensation of $300,000, use of a company automobile, medical and dental
benefits, and life insurance under a split dollar arrangement for a face value
of $2,500,000. However, as a result of the Sarbanes-Oxley Act, the Company has
decided not to pay such premiums, but rather to reimburse Mr. L. Borick for his
payment of the premiums. Effective January 1, 2005, Mr. Borick also began
receiving, per the terms of his 1994 CEO employment agreement, one-twelfth of
his annual base compensation as of December 31, 2004, during each of the ensuing
60 months and one-half such amount during each of the 120 months following. Mr.
L. Borick's annual base compensation on December 31, 2004 was $1 million.
Effective January 1, 2005, Superior entered into an employment agreement
with Mr. Steven J. Borick as President and Chief Executive Officer. The
agreement provides for a five year term, a minimum annual base compensation of
$750,000, equity compensation commencing March 1, 2006 in the form of an annual
stock option grant at fair market value of 120,000 shares per year, an
automobile allowance, life insurance and other customary employee benefits. Upon
an early termination of the agreement by the Company without cause, Mr. S.
Borick will receive one year's base compensation in the form of twelve monthly
payments. Upon Mr. S. Borick's termination of employment due to a "change in
control", as defined in the agreement, Mr. S. Borick shall receive three years
base compensation in the form of thirty-six monthly payments.
-10-
Salary Continuation Benefits
The Company entered into agreements with its directors, executive officers
and certain of its key employees, which provide for Superior to pay to the
individual, upon ceasing to be employed by the Company for any reason, after
having reached specified vesting dates (not payable until age 65), or in the
event of death while in the employ of the Company prior to separation from
service, a monthly benefit up to 30% of the individual's final average
compensation over the preceding 36 months. Such payments are to continue through
the later of 120 months or, if subsequent to retirement, the individual's death.
Final average compensation only includes base salary for employees and
directors' fees for non-employee directors.
Compensation of Directors
During 2005, all non-employee directors of the Company were each compensated
$25,000 for services as directors and $1,000 for each Board meeting attended. In
addition, they receive $1,000 for each committee meeting attended or $1,500 for
each committee meeting chaired. Management members of the Board of Directors are
not compensated for their service as directors.
EXECUTIVE COMPENSATION
The following table shows information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
2003 through 2005 of those persons who were, at December 31, 2005, (i) the chief
executive officer and (ii) the other four most highly compensated executive
officers of the Company (the "Named Officers").
Long-Term
Compensation-
Summary Compensation Table Annual Compensation(1)
Fiscal ---------------------------- Number of Stock All Other
Name and Principal Position Year Salary Bonus Options Compensation(2)
--------------------------- ------ ------------- ------------- ---------------- ----------------
Steven J. Borick 2005 $ 746,296 $ 0 150,000 $ 28,650
President and Chief Executive Officer 2004 648,462 487,500 100,000 18,602
2003 595,979 650,000 200,000 6,766
R. Jeffrey Ornstein 2005 $ 248,569 $ 25,000 25,000 $ 6,300
Vice President and Chief Financial Officer 2004 247,250 150,000 2,500 6,026
2003 246,349 200,000 5,000 6,000
James M. Ferguson 2005 $ 226,666 $ 25,000 25,000 $ 6,300
Senior Vice President, 2004 226,013 93,750 7,500 6,026
Global Sales and Marketing 2003 223,572 125,000 15,000 6,000
Michael J. O'Rourke 2005 $ 170,326 $ 25,000 25,000 $ 5,693
Senior Vice President, 2004 169,707 120,000 7,500 5,504
Sales and Administration 2003 167,891 160,000 15,000 6,000
Daniel L. Levine 2005 $ 164,646 $ 18,750 15,000 $ 4,153
Vice President 2004 163,842 37,500 2,500 4,189
Treasurer 2003 160,949 50,000 5,000 3,460
& Corporate Secretary
------------
(1) While the executive officers enjoy certain perquisites, such perquisites do
not exceed the lesser of $50,000 or 10% of such officer's salary and bonus,
and, accordingly, are not reflected on this table.
-11-
(2) These amounts represent the Company's contributions to the employee
retirement savings plans covering substantially all of its employees. In
fiscal 2005, the contribution for Mr. S. Borick was $2,100. Mr. S. Borick
also received the equivalent of $26,550 in non-cash benefits for the use of
corporate aircraft.
Equity Compensation Plan Information
The following table sets forth information relating to equity securities
authorized for issuance under the Company's equity compensation plans as of
December 31, 2005.
Number of securities
remaining available for
Number of securities to Weighted-average future issuance under
be issued upon exercise exercise price of equity compensation plans
of outstanding options, outstanding options, (excluding securities
Plan Category warrants and rights warrants and rights reflected in column (a))
(a) (b) (c)
Equity compensation plans approved
by security holders
Stock options (1)............. 2,367,255 $ 30.28 1,819,562
Equity compensation plans not
approved by security holders... 0 N.A. 0
------------------- -------- ---------
Total............................. 2,367,255 $ 30.28 1,819,562
=================== ======== =========
---------------
(1) Consists of shares of Superior Common Stock to be issued upon the
exercise of options granted pursuant to the Company's 1993 Stock Option
Plan and 2003 Equity Incentive Plan .
Option Grants
The following table shows information on grants of stock options during the
fiscal year 2005 to the Named Officers.
Potential Realizable Value
Number of Percentage of at Assumed Annual Rates of
Securities Total Options Exercise Stock Price Appreciation for
Underlying Granted to Price or Base Option Term(3)
Options Employees in Price Expiration ----------------------
Name Granted(1) Fiscal 2005 Per Share(2) Date 5% 10%
---------------------------------- ---------- ------------ ------------- ---------- ---------- ----------
Steven J. Borick.................. 150,000 62.5% $25.00 3/23/15 $2,358,534 $5,976,534
R. Jeffrey Ornstein............... 25,000 10.4% 25.00 3/23/15 393,059 996,089
James M. Ferguson................. 25,000 10.4% 25.00 3/23/15 393,059 996,089
Michael J. O'Rourke............... 25,000 10.4% 25.00 3/23/15 393,059 996,089
Daniel L. Levine.................. 15,000 6.3% 25.00 3/23/15 235,835 597,653
----------
(1) All options granted are exercisable in cumulative equal installments
commencing one year from date of grant, with full vesting ranging between
one and four years from the grant date. Vesting may be accelerated in
certain events relating to the change of the Company's ownership or certain
corporate transactions.
-12-
(2) All stock options were granted at market value at the closing price of the
Common Stock on the date of grant.
(3) Reported net of the option exercise price. These amounts represent certain
assumed rates of appreciation only. Actual gains, if any, on stock option
exercises are dependent on the future performance of the Common Stock,
overall stock conditions, as well as the option holders' continued
employment through the vesting period. The amounts reflected in this table
may not be indicative of the value that will actually be achieved or
realized.
Option Exercises and Fiscal Year-End Values
The following table shows information with respect to stock options
exercised during fiscal year 2005 and unexercised options to purchase the Common
Stock for the Named Officers.
Number of Unexercised Value of Unexercised,
Options Held At In-the-Money Options
Shares December 31, 2005 At December 31, 2005(2)
Acquired on Value -------------------------- --------------------------
Name Exercise Realized(1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
Steven J. Borick ........ -0- $ -0- 475,000 187,500 $ 3,260 $ -0-
R. Jeffrey Ornstein ..... -0- -0- 40,625 5,625 -0- -0-
James M. Ferguson ....... -0- -0- 72,375 15,625 8,150 -0-
Michael J. O'Rourke ..... -0- -0- 74,375 15,625 8,150 -0-
Daniel L. Levine ........ -0- -0- 24,375 5,625 -0- -0-
----------
(1) Represents the difference between the market value on the date of exercise
and the option exercise price.
(2) Represents the difference between the market value at December 31, 2005 and
the option exercise price.
COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Ausman, Colburn, Evans and Parkinson served on the Compensation and
Benefits Committee from January 1, 2005 to December 31, 2005. No member of the
Compensation Committee was an officer or employee or former officer or employee
of the Company or its subsidiaries and no member has any interlocking
relationships with the Company that are subject to disclosure under the rules of
the SEC relating to compensation committees.
AUDIT FEES
The aggregate fees billed by the Company's outside auditor,
PricewaterhouseCoopers LLP, for professional services in connection with the
annual audit and reviews of the quarterly financial statements, including
recurring fees for work associated with Section 404 of the Sarbenes-Oxley Act,
during the fiscal years ended December 31, 2005 and 2004 were $995,000 and
$1,162,000, respectively.
AUDIT RELATED FEES
There were no fees billed by the Company's outside auditor during the fiscal
years ended December 31, 2005 and 2004 for professional services in connection
with other audit related matters.
TAX FEES
The aggregate fees billed by the Company's outside auditor for professional
tax services rendered in 2005 and 2004, were $30,000 and $93,000, respectively.
Tax fees consist of fees billed for professional services rendered for tax
compliance, advice and planning. Such services included review of tax
provisions, tax asset and liability accounts, original and amended tax returns
refund claims.
-13-
ALL OTHER FEES
There were no fees billed by the Company's outside auditor for any other
services provided by the Company's outside auditors during the fiscal years
ended December 31, 2005 and 2004, respectively.
The Audit Committee pre-approves all audit-related and all permissible
non-audit services performed by the independent registered public accounting
firm.
AUDIT COMMITTEE REPORT
The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended December 31,
2005, and the notes thereto.
Review with Management
The Audit Committee reviewed and discussed with management the Company's
audited financial statements for the fiscal year ended December 31, 2005 and the
notes thereto.
Review and Discussions with Independent Accountants
The Audit Committee discussed with, PricewaterhouseCoopers LLP, the
independent auditors for the Company, the matters required to be discussed by
Statement on Accounting Standards No. 61 (Communications with Audit Committees).
The Audit Committee also received and discussed with PricewaterhouseCoopers LLP
the matters required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees) including the independence of
PricewaterhouseCoopers LLP from the Company.
Conclusion
Based on the review and discussions referred to above, the Audit Committee
recommended to the Company's Board of Directors that the Company's audited
financial statements be included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2005.
SUBMITTED BY THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
Sheldon I. Ausman - Committee Chair
Philip W. Colburn
Jack H. Parkinson
March 27, 2006
COMPENSATION COMMITTEE REPORT
The Compensation Committee (the "Committee") is composed of Messrs. Ausman,
Colburn, Evans and Parkinson, each of whom meet the independence requirements as
promulgated by the New York Stock Exchange. The Committee's responsibilities
include developing and making recommendations to the full Board with respect to
executive compensation. Also, the Committee establishes the annual compensation
of the Company's Chairman and the Company's Chief Executive Officer ("CEO") and
reviews the compensation policy related to the Company's other executive
officers. The Committee's executive compensation philosophy is to set levels of
overall compensation that will allow the Company to successfully compete for
exceptional executives, to tie part of each executive's compensation to the
success of the Company in attaining its short and long-term objectives, and to
recognize individual effort and achievement.
The Committee considers the competitiveness of overall compensation, solely,
and evaluates the performance of the executive officers and adjusts salaries
accordingly. For individuals other than the CEO, adjustments are made without
regard to a specified
-14-
formula based on subjective recommendations of the Chairman and the CEO to the
Committee of the individual executive's performance and also take into account
the profitability of the Company. The Committee believes these criteria for
salary adjustments are in accordance with sound overall compensation guidelines.
Pursuant to this philosophy, the Committee reviews published compensation
surveys covering a wide array of public companies, both larger and smaller than
the Company. Periodically the Committee reviews the compensation paid and to be
paid to each of the Company's executive officers and receives an evaluation of
their performance from the Company's CEO. The Company's Chairman has a services
agreement, and the Company's CEO has an employment agreement, which are
discussed under "Employment Agreements."
The compensation surveys utilized for CEO compensation are published in
national magazines that contain certain of the companies comprising the peer
group (see "Common Stock Performance Graph") and include a variety of other
public companies. Compensation levels for the CEO were not solely based by
reference to peer company compensation levels. The Committee does not
specifically target a level of compensation relative to comparative compensation
data collected for the CEO or other executive officers, but rather refers to
this data for subjective review and confirmation of reasonableness of salaries
paid to executives.
In 2005, the Board of Directors and the shareholders approved an Incentive
Bonus Plan (the "CEO Bonus Plan") for Mr. Steven Borick, the Company's President
and CEO. The purpose of the CEO Bonus Plan is to provide Mr. Borick an
additional incentive to continue the extraordinary efforts, initiative and
judgment he has exercised on behalf of the Company and its shareholders by
establishing his yearly bonus on a specific formula basis. Under the CEO Bonus
Plan, Mr. Borick is eligible to receive 75% of his annual base compensation if
the Company's pretax income before bonuses ("adjusted pretax income") as defined
in the Bonus Plan is equal to at least 100% of the annual plan level ("target
incentive") as approved by the Compensation Committee. However, if such adjusted
pretax income targets are not met, the award is reduced such that no bonus is
awarded if the adjusted pretax income is less than 66% of the target incentive.
A pro rata interpolated rate will be awarded between 66% and 100%. If adjusted
pretax income is greater than the target incentive, Mr. Borick is eligible for
awards that will be interpolated up to 300% of the target incentive with a
maximum award in any event of $1,687,500. The CEO Bonus Plan expires by its
terms on May 13, 2010.
The Compensation Committee of the Board is responsible for the
administration of the CEO Bonus Plan. The Compensation Committee consists of two
or more members of the Board, each of whom is an "outside director" for purposes
of Section 162(m) of the Internal Revenue Code. The Compensation Committee
annually certifies whether the planned level has been achieved and what
compensation is payable to Mr. Borick. Mr. Borick's bonus award is paid in cash.
Outside compensation consultants were engaged to review and research
competitive market salary and bonus data for the CEO Bonus Plan. Based on
multiple sources of published compensation survey data compiled by recognized
large prestigious companies in the field of compensation, even if Mr. Borick
were to receive the maximum payout under this plan, his total cash compensation
would fall between the 50th and 75th percentile of all salaries, meaning that
his cash compensation will fall within expected market level compensation. The
Committee had the right to amend or terminate the CEO Bonus Plan at any time,
but could not increase the amount of bonus payable in excess of that provided
for under the Plan formula. The 2005 bonus paid to Mr. Borick pursuant to the
CEO Bonus Plan was $0.
The overall amount of the bonus pool is approximately 5.7% of pre-tax
income. The bonus pool is utilized for all employee bonuses including the CEO
Bonus Plan. The determination as to the portion of the bonus pool awarded to
each executive, other than the CEO, is entirely subjective and discretionary
based on an evaluation of their performance and contribution for the year. The
Committee approved the establishment of the bonus pool and the amount; and
individual bonus awards, other than for the CEO, are based on recommendations of
the CEO and reviewed and approved by the Committee.
The stock option awards to each executive, as determined by the Compensation
and Benefits Committee, are determined subjectively based on an evaluation of
their performance and contribution to the Company and also take into account the
relative financial performance of the Company without regard to any specified
formula.
Base salaries are generally reviewed no sooner than every 12 months and
adjusted when deemed necessary. The last salary review for each of the Named
Officers was as follows: Mr. S. Borick (March 1, 2006), Mr. Ornstein (March 1,
2006), Mr. Ferguson (March 1, 2006), Mr. O'Rourke (March 1, 2006) and Mr. Levine
(March 1, 2006).
-15-
FURNISHED BY THE COMPENSATION AND BENEFITS
COMMITTEE OF THE BOARD OF DIRECTORS
V. Bond Evans - Committee Chair
Philip W. Colburn
Sheldon I. Ausman
Jack H. Parkinson
March 27, 2006
Common Stock Performance Graph
The following graph compares the five year cumulative total return of the
Common Stock to that of the Dow Jones Equity Market Index and the Dow Jones
Automobile Parts and Equipment Excluding Tire and Rubber Makers Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
[INSERT PERFORMANCE GRAPH]
Superior Industries Dow Jones Equity Market Dow Jones Industry Group
International, Inc. Index Index
------------------- ----------------------- ------------------------
2000 100.00 100.00 100.00
2001 129.01 88.08 130.81
2002 133.94 68.64 117.95
2003 142.78 89.74 167.75
2004 97.08 100.52 176.93
2005 76.42 106.88 149.10
----------
* Assumes that the value of the investment in Common Stock and each Index was
$100 on December 31, 2000, and that all dividends were reinvested.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act, requires Superior's officers and
directors, and persons who beneficially own more than 10% of a registered class
of Superior's equity securities, to file reports of beneficial ownership and
changes in beneficial ownership on Forms 3, 4 and 5 with the SEC and the New
York Stock Exchange. Officers, directors and greater than 10% beneficial owners
are required by SEC regulation to furnish Superior with copies of all Forms 3, 4
and 5 that they file. Based solely on Superior's review of the copies of such
forms it has received and written representation from certain reporting persons
confirming that they were not required
-16-
to file Forms 5 for specified fiscal years, Superior believes that all its
officers, directors and greater than 10% beneficial owners complied with all
filing requirements applicable to them with respect to transactions during
fiscal year 2005.
SHAREHOLDER PROPOSALS FOR THE 2007 ANNUAL MEETING OF SHAREHOLDERS
Shareholders who wish to present proposals for action complying with
appropriate SEC and proxy rules at the 2007 Annual Meeting of Shareholders must
give written notice thereof to the Secretary of the Company at 7800 Woodley
Avenue, Van Nuys, California 91406. SEC rules currently require that such notice
be given by December 8, 2006 in order to be included in the Company's Proxy
Statement and form of proxy relating to that meeting. With respect to proposals
to be brought before the shareholders at the 2007 Annual Meeting of Shareholders
other than through inclusion in the Company's Proxy Statement, the Company must
have notice of such proposals by December 8, 2006 with respect to director
nomination proposals, and with respect to all other matters, by February 27,
2007, or the Company's proxy for such meeting will confer discretionary
authority to vote for such matters.
ANNUAL REPORT TO SHAREHOLDER AND FORM 10-K
AND OTHER MATTERS
Management has selected PricewaterhouseCoopers LLP as the Company's auditors
for 2006. A representative of PricewaterhouseCoopers LLP is expected to be
present at the Annual Meeting and available to respond to appropriate questions.
Management does not know of any matters to be presented to the Annual
Meeting other than those described above. However, if other matters properly
come before the Annual Meeting, it is the intention of the persons named in the
accompanying proxy to vote said proxy in accordance with their judgment on such
matters, and discretionary authority to do so is included in the proxy.
The Company's Annual Report to Shareholders, which was mailed to shareholder
with or preceding this Proxy Statement, contains financial and other information
about the Company, but is not incorporated into this Proxy Statement and is not
to be considered a part of these proxy soliciting materials or subject to
Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act.
The information contained in the "Compensation Committee Report on Executive
Compensation", "The Audit Committee Report" and "Performance Graph" shall not be
deemed filed with the SEC or subject to Regulations 14A or 14C or to the
liabilities of the Section 18 of the Exchange Act, and shall not be incorporated
by reference in any filing of the Company under the Securities Act of 1933, as
amended (the "1933 Act"), or the Exchange Act, whether made before or after the
date hereof and irrespective of any general incorporation language in any such
filing.
THE COMPANY WILL PROVIDE WITHOUT CHARGE A COPY OF ITS ANNUAL REPORT TO
SHAREHOLDERS FOR 2005 AND ITS ANNUAL REPORT ON FORM 10-K INCLUDING THE FINANCIAL
STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES AND EXHIBITS, FILED WITH THE
SEC FOR FISCAL YEAR 2005 TO ANY BENEFICIAL OWNER OF SUPERIOR COMMON STOCK AS OF
THE RECORD DATE UPON WRITTEN REQUEST TO SUPERIOR INDUSTRIES INTERNATIONAL, INC.,
7800 WOODLEY AVENUE, VAN NUYS, CALIFORNIA 91406 ATTENTION: VICE PRESIDENT & CFO.
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
By: Louis L. Borick,
Chairman of the Board
-17-
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF
SHAREHOLDERS -- MAY 12, 2006
The undersigned hereby appoints R. JEFFREY ORNSTEIN and EMIL J. FANELLI, and
each of them, the attorney, agent and proxy of the undersigned, with full power
of substitution, to vote all stock of SUPERIOR INDUSTRIES INTERNATIONAL, INC.,
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of said corporation to be held at the Airtel Plaza Hotel, 7277 Valjean Avenue,
Van Nuys, California 91406 on Friday, May 12, 2006 at 10:00 A.M., and at any and
all postponements and adjournments thereof, as fully and with the same force and
effect as the undersigned might or could do if personally thereat.
With- For All
For hold Except
1. The election as directors. [_] [_] [_]
Nominees: Jack H. Parkinson
Philip W. Colburn
R. Jeffrey Ornstein
INSTRUCTION:To withhold authority to vote for any individual nominee, mark "For
All Except"and write that nominee's name in the space provided below.
--------------------------------------------------------------------------------
PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE MEETING. [_]
THE PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS INDICATED, THE
PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS.
THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE PROXIES TO VOTE AS TO ANY
OTHER MATTER THAT IS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING THAT THE BOARD
OF DIRECTORS DID NOT HAVE NOTICE OF PRIOR TO FEBRUARY 25, 2006.
------------------------
Please be sure to sign and date | Date |
this Proxy in the box below. | |
--------------------------------------------------------------------------------
| |
| |
-----------Stockholder sign above----------Co-holder (if any) sign above-------
--------------------------------------------------------------------------------
Detach above card, sign, date and mail in postage paid envelope provided.
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
--------------------------------------------------------------------------------
PLEASE ACT PROMPTLY
SIGN, DATE &MAIL YOUR PROXY CARD TODAY
--------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
----------------------------------
----------------------------------
----------------------------------