8K Shareholder Meeting Results
 

 
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
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 20, 2011
 
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.)
7800 Woodley Avenue
Van Nuys, California
91406
(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))
 
 
 
 
 
 

 
 

Item 5.07    Submission of Matters to a Vote of Security Holders.
 
On May 20, 2011, we held our 2011 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company's shareholders (i) re-elected Louis L. Borick, Steven J. Borick and Francisco S. Uranga as Class III directors for a three-year term to expire at the 2014 Annual Meeting of Shareholders, (ii) approved the CEO Annual Incentive Performance Plan, (iii) approved executive compensation on an advisory basis, (iv) selected, on an advisory basis, a one year frequency for the advisory vote on executive compensation, and (v) rejected a shareholder proposal to change the voting standard for the Company's director elections.
 
The final voting results on these matters were as follows:
 
Proposal 1 - Election of three Class III directors for a three-year term to expire at the 2014
Annual Meeting of Shareholders:
 
Name
 
Votes For
 
Votes Withheld
Louis L. Borick
 
22,168,754
 
1,488,408
Steven J. Borick
 
21,982,758
 
1,674,404
Francisco S. Uranga
 
22,206,811
 
1,450,351
 
Proposal 2 - Approval of the CEO Annual Incentive Performance Plan
 
Votes For
 
Votes Against
 
Abstain
23,349,865
 
291,463
 
15,834
 
Proposal 3 - Advisory Vote on Executive Compensation
Votes For
 
Votes Against
 
Abstain
21,997,068
 
585,887
 
1,074,207
 
Proposal 4 - Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation
One Year
 
Two Years
 
Three Years
 
Abstain
12,277,986
 
8,359,297
 
1,949,053
 
1,070,826
 
Proposal 5 - Shareholder Proposal on Director Election Majority Vote Standard
Votes For
 
Votes Against
 
Abstain
10,535,883
 
13,092,248
 
29,031
 
At a meeting held immediately after the Annual Meeting, the Board reviewed the voting results for the Annual Meeting. Based on that review and upon the recommendation of the Nominating and Corporate Governance Committee, the Board determined, until the next vote on the frequency of shareholder votes on executive compensation, to hold the advisory shareholder vote on executive compensation every year.
 
 
Item 8.01    Other Events.
 
On May 19, 2011, the Board of Directors of the Company re-elected Ms. Margaret S. Dano to the position of Lead Director for a one-year term commencing May 20, 2011.
 

 
 

 
 
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 25, 2011
/s/ Robert A. Earnest
 
Robert A. Earnest
 
Vice President, General Counsel and
 
Corporate Secretary