Superior Industries International (SUP) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, via virtual webcast, with voting available online, by phone, or mail.

• Key agenda items: election of eight directors, amendment to the 2018 Equity Plan, advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor.

• 2024 performance highlights include $146 million Adjusted EBITDA, successful European restructuring, and refinancing of all debt to extend maturities to 2028.

• Maintained profitability despite industry headwinds, with margins flat year-over-year and a 12% reduction in carbon footprint since 2020.

Voting matters and shareholder proposals

• Proposals: elect eight directors, approve amendment to 2018 Equity Plan (adding 1.7 million shares), advisory vote on executive compensation, ratify Deloitte as auditor.

• Board recommends voting FOR all proposals.

• Shareholders of record as of March 27, 2025, are entitled to vote.

Board of directors and corporate governance

• Board consists of eight nominees, seven of whom are independent; annual election of directors.

• Board Chair and CEO roles are separated; all committees are fully independent.

• Board diversity emphasized, with recent refreshment and two new directors in 2024.

• Committees: Audit, Human Capital and Compensation, Nominating and Corporate Governance.

• Annual board and committee self-evaluations; robust stock ownership requirements for directors and officers.