UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statementproxy statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                                Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement,proxy statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY COPY SUBJECT TO COMPLETION

DATED JULY 7, 2017

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

March 15, 2017

Dear Superior Stockholder:

You are cordially invited to attend the Annuala Special Meeting of Stockholders (the “Special Meeting”) of Superior Industries International, Inc. (the “Annual Meeting”(“we,” “us” or the “Company”), which will be held at                                          the Westin Detroit Metropolitan Airport Hotel (2501 Worldgateway Place, Detroit, Michigan 48242) on                     April 25,, 2017, at             10:00 a.m.:                 Eastern Daylight Time.

During 2016, Superior Industries International, Inc.On March 22, 2017, we entered into an Investment Agreement with TPG Growth III Sidewall, L.P. (“TPG” or the “Investor”) pursuant to which we agreed to issue a number of shares of Series A Perpetual Convertible Preferred Stock, par value $0.01 per share (the “Company”“Series A Preferred Stock”), and Series B Perpetual Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock” and, together with the Series A Preferred Stock, the “Preferred Stock”), to the Investor for an aggregate purchase price of $150 million (the “Investment”). The Series A Preferred Stock is convertible into shares of our common stock, par value $0.01 per share, at the option of the holder or, “Superior”upon the occurrence of certain events, at our option. The Series B Preferred Stock is convertible into Series A Preferred Stock only upon receipt of approval by Superior’s stockholders as described herein. At the closing of the Investment on May 22, 2017, we issued 140,202 shares of Series A Preferred Stock, which was equal to 19.99% of the shares of common stock outstanding on such date on an as converted basis, and 9,798 shares of Series B Preferred Stock to the Investor.

At the Special Meeting, holders of shares of our common stock and Series A Preferred Stock (other than the Investor) will be asked to consider and vote on a proposal to approve the following rights in connection with the Investment: (i) the conversion of all outstanding shares of Series B Preferred Stock into shares of Series A Preferred Stock and the subsequent issuance of shares of common stock upon election by the holder to convert the Series A Preferred Stock, and the right to receive additional shares of Series A Preferred Stock relating to non-cash dividends paid in the form of an increase in the Stated Value (as defined below) of the Series A Preferred Stock (collectively, the “Conversion Right”) continuedand (ii) the Investor’s preemptive rights to drive improvementparticipate in its financial and operational performance, return capital to our stockholders and engage with our stockholders on important topics such as executive compensation.

Below are a fewfuture Company issuances of common stock or securities convertible into or exercisable for common stock (the “Preemptive Right”), each of which right requires the approval of the Company’s recent key initiatives:

Continued Focus on Value Creation. Overstockholders in accordance with the past few years, the Company assembled a results-driven experienced management team that has identifiedrules and executed upon significant opportunities for operational improvements. Additionally, the Company has enhanced the value it provides to its customers by providing an expanded product offering that includes lighter weight wheels, larger diameter wheels and more sophisticated finishes. This ability to provide value meeting a wider spectrumregulations of our customer’s needs, by utilizing proprietary technologies, allows us to differentiate ourselves from the market. In 2016, we also made progress towards and completed various manufacturing, operational and organizational initiatives that continue to enhance our competitive position including:

Further highlights from our 2016 performance can also be found in the “2016 Performance & Business Highlights” and “Compensation Discussion and Analysis” sections of the attached Proxy Statement.

Strategic PlanThe New York Stock Exchange (the “NYSE”). We reaffirmed our commitmentrefer to the strategic plan we introduced in 2015, which is focused on improving our global competitiveness, building on our culture of product innovationproposals to approve the Conversion Right and technology, evaluating opportunities for disciplined growth and value creation, maintaining a balanced approach to capital allocation and increasing our visibility with the financial community. We are seeking to achieve these priorities by, among other actions:Preemptive Right collectively as the “Equity Rights Proposal.”

Our management works closely with our Board of Directors (the “Board”) to monitorunanimously approved the progress being made on our strategic plan. The Board reviews Superior’s strategic plan at least annuallyEquity Rights Proposal and more frequently as significant opportunities or events arise.

Continued to Return Capital to Stockholders. We continue to evaluate different strategies for maximizing our stockholders’ return on investment. We are proud to have returned over $39.1 million torecommends that our stockholders in 2016 through share repurchases and dividends. Through March 1, 2017, we have $35.0 million outstanding onvote “FOR” the Equity Rights Proposal.

If our current share repurchase authorization.

Maintained Strong Financial Metrics. In 2016, we achieved solid positive results in a number of our financial metrics, including: unit sales growth, value-added sales⁽¹⁾, net sales, net income, EBITDA⁽²⁾ and diluted EPS, as well asstockholders do not approve the lowering of our effective tax rate. WithEquity Rights Proposal presented at the completion of our new Mexican facility in 2015, our capital expenditures have been significantly reducedSpecial Meeting, the Series B Preferred Stock will not be converted into Series A Preferred Stock, and the Company ended 2016 with a sound cash position and balance sheet, all while continuingdividend rate applicable to return capitalthe Series B Preferred Stock will increase from 9% per annum to our stockholders. This positions the Company to be well positioned to continue investing in our business as well as acting upon opportunities that are consistent with our strategic plan.

Proxy Access Proposal Implemented. The Company’s proxy access proposal that was submitted to our stockholders was overwhelmingly supported by our stockholders at our 2016 annual meeting. Following that meeting, our directors conducted further dialogue with some of our stockholders to receive further input11% per annum beginning on September 19, 2017. Dividends on the proposal. Following that outreach,Preferred Stock are payable, at the Board adopted a proxy access proposalCompany’s election, in October 2016.

Your Votecash or in the form of an increase in the stated value (initially, $1,000 per share, the “Stated Value”) of such Preferred Stock. Until stockholder approval is Important. We, andobtained, any non-cash dividends on either the restSeries A Preferred Stock or the Series B Preferred Stock must be paid in the form of an increase in the Stated Value of the Board, invite you to attendSeries B Preferred Stock and shall not result in an increase in the Annual Meeting. If you are not able to attendStated Value of the Series A Preferred Stock.

Please carefully read the accompanying proxy statement in person, we encourage you to vote by proxy. The Proxy Statement contains detailedits entirety for information about the matters on whichto be voted upon. You may also obtain more information about the Company from documents we are asking you to vote.have filed with the Securities and Exchange Commission; see “Where You Can Find More Information” in the accompanying

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proxy statement. Your vote is important. Whether or not you plan to attend the Annual Meeting, your vote is important, andmeeting in person, we encourageurge you to vote promptly. You can votesubmit your shares over the telephone,proxy as soon as possible via the Internet, by telephone or by completing, dating, signing and returning a proxy card, as described in the Proxy Statement.mail.

Thank you for your ongoing support of, and continued interest in, Superior.

Donald J. Stebbins		Margaret S. DanoTimothy C. McQuay
President and Chief Executive Officer		Chairman of the Board

A Note from Donald J. Stebbins

In this Proxy Statement, you will note that Ms. Dano has chosen not to run for reelection as a member of our Board. She made this decision after giving consideration to her other commitments as well as reflecting on the fact that, in large part through her leadership efforts, our Board is now in very capable hands, making it an appropriate time for her to transition her leadership role to others.

While I share her conviction that our Board is in very capable hands, I cannot emphasize how much Ms. Dano’s leadership will be missed. Since her arrival on the Board in 2007, she has been a strong advocate for moving Superior forward. During her tenure, Superior expanded its Mexican operations, dealt with numerous board member and executive transitions, moved its headquarters to its present location in Michigan and oversaw the expansion of Superior’s customer base and product offerings. All of these efforts combined to make Superior one of the best suppliers of automotive and light truck wheels in the world.

I trust you share the sentiment of the other Board members and all employees of Superior in wishing Ms. Dano continuing success in both her professional and personal pursuits.

This Proxy Statementproxy statement is dated                     March 15,, 2017 and is first being made available to stockholders via the Internet on or about                     March 16,, 2017.

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PRELIMINARY COPY SUBJECT TO COMPLETION

DATED JULY 7, 2017

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

NOTICE OF 2017 ANNUALSPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON                     , 2017

Southfield, Michigan

March 15,                    , 2017

TABLE OF CONTENTS

PROPOSAL NO. 1 – ELECTION OF DIRECTORS

General

Margaret S. Dano, who has served on our Board since 2007 and as our Chairperson since 2014, will retire from the Board upon the expiration of her term at the Annual Meeting. The Board would like to thank Ms. Dano for her years of dedicated service to the Company. Although we presently have nine directors, as a result of Ms. Dano’s retirement from the Board, the Board has resolved to reduce the number of directors from nine to eight effective upon Ms. Dano’s retirement fromshares of common stock outstanding before the Board immediately followingissuance of the Annual Meeting.

Uponcommon stock or of securities convertible into or exercisable for common stock (collectively, the recommendation“Conversion Cap”). Because of this restriction, in exchange for the Investor’s $150 million investment in the Company, the Investor received 140,202 shares of Series A Preferred Stock, which was convertible into a number of shares of common stock representing approximately 19.99% of our Nominatingoutstanding common stock prior to such issuance and, Corporate Governance Committee,in lieu of additional shares of Series A Preferred Stock, the BoardInvestor received 9,798 shares of Series B Preferred Stock. Pursuant to the terms of the Company’s Certificate of Designations relating to the Preferred Stock (the “Certificate of Designations”), the Series B Preferred Stock will convert into our Series A Preferred Stock (and, consequently, become convertible into our common stock) following stockholder approval.

The NYSE has nominatedcertain additional rules, including Rule 312.03(b) of the eight individuals listed belowNYSE Listed Company Manual (“NYSE Rule 312.03(b)”), which requires stockholder approval prior to stand for electionissuances of securities to, among others, directors and substantial stockholders of the Company, that could be implicated in the future if the Investor exercises the Preemptive Right. In order to eliminate any requirement that the future exercise of the Preemptive Right would require stockholder approval, we are seeking such approval now as part of the Equity Rights Proposal. For a more detailed description of the Preemptive Right, see the description under “Description of the Investment Documents—Investor Rights Agreement—Preemptive Rights” below.

What will happen if the Company’s stockholders do not approve the Equity Rights Proposal?

If the Company’s stockholders do not approve the Equity Rights Proposal, then the Series B Preferred Stock will not convert into Series A Preferred Stock and will remain outstanding. Furthermore, if stockholder approval is not obtained by September 19, 2017, the dividend rate applicable to the Series B Preferred Stock will increase from 9% per annum to 11% per annum unless and until stockholder approval is obtained. Dividends on the Preferred Stock are payable, at the Annual Meeting for aone-year term endingCompany’s election, in cash or in the form of an increase in the stated value (initially, $1,000 per share, the “Stated Value”) of such Preferred Stock. Until stockholder approval is obtained, any non-cash dividends on either the Series A Preferred Stock or Series B Preferred Stock must be paid in the form of an increase in the Stated Value of the Series B Preferred Stock and shall not result in an increase in the Stated Value of the Series A Preferred Stock.

What will happen if the Company’s stockholders approve the Equity Rights Proposal?

If the Company’s stockholders approve the Equity Rights Proposal, each share of Series B Preferred Stock will convert into one share of Series A Preferred Stock. Additionally, the Series A Preferred Stock will no longer

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be subject to the Conversion Cap, and all shares of Series A Preferred Stock will be convertible into shares of common stock at the annual meetingoption of stockholdersthe Investor or, in 2018 or untilcertain circumstances, at the option of the Company.

Will the Conversion Right be dilutive to existing holders of the Company’s common stock?

The Conversion Right may be dilutive to existing stockholders. Approval of the Equity Rights Proposal will cause the conversion of Series B Preferred Stock into shares of Series A Preferred Stock and will remove the restriction imposed by the Conversion Cap, allowing holders of the Series A Preferred Stock to convert all of their successors, if any, are elected or appointed. All nominees have consentedshares of Series A Preferred Stock into common stock. Based on the capitalization of the Company as of the Record Date, the conversion of all of the outstanding shares of Series A Preferred Stock (including shares of Series A Preferred Stock issuable upon the conversion of the Series B Preferred Stock) would result in TPG owning approximately         % of our outstanding common stock. At the same time, however, approval of the Equity Rights Proposal will eliminate the outstanding Series B Preferred Stock, which is senior to be named in this Proxy Statementthe common stock as to payment of dividends and to serve as directors, if elected. Indistribution of assets upon liquidation, dissolution or winding up of the event that any nomineeCompany.

Who is unable or declinesentitled to serve as a directorvote at the timeSpecial Meeting?

The record holders of the                     Annual Meeting, the proxies will be voted for the election of a substitute nominee(s) proposed by the Nominating and Corporate Governance Committeeshares of the Board. If any such substitute nominee(s)Company’s common stock and 140,202 shares of Series A Preferred Stock outstanding on the close of business on                     , 2017 are designated, we will file an amended proxy statement and proxy card that identifiesentitled to vote at the substitute nominee(s) and provide information required by the rulesSpecial Meeting, except as set forth below. The holders of the SEC.Company’s common stock are entitled to one vote for each share of common stock on each matter submitted to a vote at the Special Meeting, and holders of Series A Preferred Stock are entitled to one vote for each share of common stock into which the Series A Preferred Stock would be convertible as of the Record Date. As of the dateRecord Date, the 140,202 shares of this Proxy Statement,Series A Preferred Stock outstanding would be convertible into                     shares of common stock. TPG, as a holder of the BoardCompany’s Series A Preferred Stock, is not awareentitled to vote on the Equity Rights Proposal presented at the Special Meeting, but is permitted to vote on the Adjournment Proposal.

What is a broker non-vote?

The term broker non-vote refers to shares held by a brokerage firm or other nominee (for the benefit of its client) that anyare represented at the Special Meeting, but with respect to which such broker or nominee is unablenot instructed to vote on a particular proposal and does not have discretionary authority to vote on that proposal. Brokers and nominees do not have discretionary voting authority on certain non-routine matters, such as the Equity Rights Proposal and the Adjournment Proposal, and accordingly may not vote on such matters absent instructions from the beneficial holder. If you hold your shares in “street name” or will decline to serve asthrough a director.broker, it is important that you give your broker your voting instructions.

The Board, through the Nominating and Corporate Governance Committee, considers the following experience, qualifications, attributes and skills of both potential director nominees as well as existing members of the Board:

What is a quorum?

For more information regarding director nominations and qualifications, see the sections titled “Information about Director Nominees” (beginning on page 7) and “Director Selection” (beginning on page 17).

Information about Director Nominees

Set forth below is information about our nominees, including their names and ages, recent employment or principal occupation, their period of service as a Superior director, the names of other public companies for which they currently serve as a director or have served as a director within the last five years and a summary of their specific experience, qualifications, attributes or skills that led to the conclusion that they are qualified to serve as a director.

Each of the nominees for director has been nominated for election by the Board upon recommendation by the Nominating and Corporate Governance Committee and has consented to serve if elected. When a member of the Nominating and Corporate Governance Committee is under consideration for nomination, the nominee typically recuses himself or herself from the discussion and abstains from the voting on the recommendation.

MICHAEL R. BRUYNESTEYN

Treasurer and Vice President, Strategic Finance, Turner Construction Company

JACK A. HOCKEMA

Chief Executive Officer, Kaiser Aluminum Corporation

PAUL J. HUMPHRIES

President of High Reliability Solutions, a business group at Flextronics International Ltd.

JAMES S. MCELYA

Chairman of the Board of Directors, Affinia Group Intermediate Holdings Inc.

TIMOTHY C. MCQUAY

Retired Managing Director, Investment Banking, Noble Financial Capital Markets

ELLEN B. RICHSTONE

Retired Chief Financial Officer, Rohr Aerospace

DONALD J. STEBBINS

Superior Industries International, Inc. President and Chief Executive Officer

FRANCISCO S. URANGA

Corporate Vice President and Chief Business Operations Officer for Latin America, Foxconn

Vote Required

Each director nominee must receive the affirmative vote of a plurality of the votes cast to be elected, meaning thatconducted at the eight persons receiving the largest number of “yes” votes willSpecial Meeting, a quorum must be elected as directors. You may vote in favor of any or all of the nominees or you may withhold your vote as to any or all of the nominees. The nominees receiving the highest number of affirmative votespresent. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum. Accordingly, shares representing votes must be present in person or by proxy at the meetingSpecial Meeting to constitute a quorum. Abstentions are counted as present for the purpose of determining a quorum; broker non-votes are not counted for the purpose of determining the presence of a quorum at the Special Meeting as the proposals to be considered would not be evaluated as routine by the NYSE.

If a quorum is not present, the Special Meeting will be elected as directors. Proxies may not be voted for more than the eight directors and stockholders may not cumulate votes in the election of directors. In an uncontested election, our Corporate Governance Guidelines provide that any nominee for director who receivesadjourned until a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation following certificationquorum is obtained.

What vote is required to approve each of the stockholder vote. The Nominatingproposals, and Corporate Governance Committeehow will abstentions and broker non-votes affect the Board must then decide whether or not to accept the tendered resignation, culminating with a public disclosure explaining the Board’s decision and decision-making process.outcome?

RecommendationApproval of the Board

We believe eachEquity Rights Proposal requires the affirmative vote of our eight director nominees have the professional and leadership experience, industry knowledge, commitment, diversity of skills and ability to work in a collaborative manner necessary to execute our strategic plans. We believe the election of the Company’s eight nominees named in Proposal No. 1 and on the proxy card best positions the Company to deliver value to and represent the interests of all Company stockholders.

BOARD STRUCTURE AND COMMITTEE COMPOSITION

Board Structure and Leadership

The Board has separated the roles of Chairperson of the Board and Chief Executive Officer, with Margaret Dano serving as Chairperson since April 1, 2014. The Board will elect a new Chairperson following Ms. Dano’s retirement from the Board effective immediately following the Annual Meeting; however, the Board intends to continue to separate the roles of Chairperson of the Board and Chief Executive Officer. The Board believes that this leadership structure best serves the objectives of the Board’s oversight of management, the Board’s ability to carry out its roles and responsibilities on behalf of stockholders and Superior’s overall corporate governance. The Board also believes that this leadership structure allows the Chief Executive Officer to focus his time and energy on operating and managing the Company and will provide an appropriate balance between strong leadership, appropriate safeguards and oversight bynon-employee directors.

Superior’s Corporate Governance Guidelines provide the Board with flexibility to select the appropriate leadership structure depending on then current circumstances. In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of Superior’s stockholders. If the Board appoints a Chairperson that is an independent director, pursuant to the terms of Superior’s Corporate Governance Guidelines, the Chairperson also serves as the “Lead Director.” If the Chairperson is not an independent director, on an annual basis, one of the independent directors is designated by a majority of the independent directorsvotes which all stockholders present in person or by proxy at the Special Meeting are entitled to becast on the Lead Director.proposal, assuming a

Director Independence

On an annual basis,3

quorum is present. The Company’s common stock and Series A Preferred Stock vote together as a single class on any matter on which the Board, with the assistanceholders of common stock are entitled to vote, however TPG, as holder of the NominatingCompany’s Series A Preferred Stock, is not entitled to vote on the Equity Rights Proposal. Under applicable NYSE Rules, abstentions are counted as present for purposes of determining a quorum and Corporate Governance Committee, makes an annual determinationare also counted as shares voted with respect to such proposal, and therefore, if you return your proxy card and “ABSTAIN” from voting, it will have the independencesame effect as a vote against the Equity Rights Proposal. A broker non-vote would have no effect on the outcome of each director using the current standards for “independence” established byproposal.

Approval of the New York Stock Exchange, additional criteria set forth in Superior’s Corporate Governance Guidelines and considerationAdjournment Proposal requires the affirmative vote of any other material relationship a director may have with Superior as disclosed in annual director and officer questionnaires. Our Corporate Governance Guidelines provide that a majority of the Board and all membersshares of common stock represented in person or by proxy at the Special Meeting, whether or not a quorum is present. Accordingly, an abstention will have the effect of a vote against the proposal, but a broker non-vote would have no effect on the outcome of the Audit, Compensationproposal.

What should I do if I receive more than one proxy card or other set of proxy materials for the Company?

If you hold your shares in multiple accounts or registrations, or in both registered and Benefitsstreet name, you will receive a proxy card for each account. Please sign, date and Nominatingreturn all proxy cards you receive from the Company. If you choose to vote by phone or by Internet, please vote once for each proxy card you receive. Only your latest dated proxy for each account will be voted.

I share an address with another stockholder, and Corporate Governance Committeeswe received only one paper copy of the Board will be independent.

The Board has determined that all of its current directors are independent under these standards, except for Donald J. Stebbins, our Chief Executive Officer. All members of each of Superior’s Audit, Compensation and Benefits and Nominating and Corporate Governance Committees are independent directors. In addition, upon recommendationproxy materials. How may I obtain an additional copy of the Nominating and Corporate Governance Committee, the Boardproxy materials?

Superior has determined that the members of the Audit Committee and Compensation and Benefits Committee meet the additional independence criteria required for audit committee and compensation committee membership under the New York Stock Exchange applicable listing standards.

Board Composition

We recognize the importance of board refreshment to achieve the right blend of institutional knowledge and fresh perspectives. The composition of our Board has changed significantly in recent years. Six of our current directors joined the Board since 2013, with the size of the Board being increased to nine directors in 2016 with the appointment of Ms. Richstone. In addition, the Board has affirmatively determined that eight of our nine current directors are independent using the current standards for “independence” establishedadopted a procedure approved by the New York Stock Exchange.

Independent directors comprise 88.9%Securities and Exchange Commission (the “SEC”) called “householding.” Under this procedure, Superior delivers one set of our Board and the average tenure of our directors is 4.2 years:

Tenure by Director

Meetings and Attendance

During 2016, the Board held 6 meetings. During this period, all of the incumbent directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all Committees of the Board on which each such director served, during the period for which each such director served. All of Superior’s directors attended last year’s Annual Meeting on April 26, 2016, with the exception of Ms. Richstone,proxy materials to multiple stockholders who was not appointed to the Board until October 2016. Superior’s directors are not required, but are strongly encouraged, to attend the Annual Meeting of stockholders.

The Board and its Committees also consulted informally with management from time to time and acted at various times by written consent without a meeting during 2016. Additionally, the independent directors met in executive session regularly without the presence of management. The Chairperson and Lead Director, Ms. Dano, presided over executive sessions of the independent directors in 2016.

Director Selection

Our Nominating and Corporate Governance Committee seeks to build and maintain an effective, well-rounded, financially literate and diverse Board that represents all of our stockholders.

Process for Identification and Review of Directors Candidates to Join the Board

Identifying and recommending individuals for nomination, election orre-election to our Board is a principal responsibility of our Nominating and Corporate Governance Committee. This Committee carries out this function through an ongoing, year-round process, which includes the annual Board and committee evaluation process. Each director and director candidate is evaluated by the Nominating and Corporate Governance Committee based on his or her individual merits, taking into account Superior’s needs and the composition of our Board.

To assist in its evaluation of directors and director candidates, the Nominating and Corporate Governance Committee looks for certain experiences, qualifications, attributes and skills that would be beneficial to have represented on the Board and on our committees at any particular point in time. Nominees for the Board should be committed to enhancing long-term stockholder value and must possess relevant experience and skills, good business judgment and personal and professional integrity. Among the experiences, qualifications, attributes and skills considered by the Nominating and Corporate Governance Committee are senior executive experience, automotive industry experience, financial experience, public company board experience, operational management, international business, capital markets and/or banking experience, legal and regulatory compliance and diversity. The Nominating and Corporate Governance Committee seeks diversity of business experience, viewpoints and personal background, and diversity of skills in finance, marketing, international business, financial reporting and other areas that are expected to contribute to an effective Board.

In recommending candidates for election to the Board, the Nominating and Corporate Governance Committee considers nominees recommended by directors, officers, employees, stockholders and others, usingshare the same criteria to evaluate all candidates. The Nominating and Corporate Governance Committee reviews each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board. The Nominating and Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

Stockholder Nominations

Any stockholder entitled to vote in the election of directors generally may nominateaddress unless Superior has received contrary instructions from one or more personsof the stockholders. This procedure potentially means extra convenience for electionstockholders and reduces Superior’s printing and mailing costs as directorwell as the environmental impact of its stockholder meetings. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, Superior will deliver promptly a separate copy of the proxy statement and annual report to any stockholder at a meeting by providing written notice of such stockholder’s intentshared address to make such nomination or nominations to the Corporate Secretarywhich Superior delivered a single copy of the Company not later thanproxy materials. If you are a stockholder who shares an address with another stockholder and would like only one copy of future notices and proxy materials for your household, you may notify your broker if your shares are held in a brokerage account or notify us if you are the closestockholder of business on the 90th day nor earlier than the closerecords.

To receive free of business on the 120th day prior to theone-year anniversarycharge a separate copy of the date of the preceding year’s annual meeting. With respect to an election to be heldproxy materials, stockholders may contact Superior’s Secretary at a special meeting of stockholders for the election of directors, stockholder nominations must be made not later than the close of business on the

later of the 90th day prior to such special meeting nor earlier than the close of business on the 120th day prior to such special meeting, or no later than the close of business on the 10th day following the date a public announcement has been made of the date of the special meeting and of the nominees proposed by the Board to be elected or reelected at such meeting. When submitting candidates for nomination to be elected at Superior’s annual meeting of stockholders, the stockholder must follow the notice procedures and provide the information required by the Bylaws. The notice must be submitted in writing to the following address: Superior Industries International, Inc., Attn: Corporate Secretary, 26600 Telegraph Rd., Suite 400, Southfield, MI 48033. The recommendation must include the same48033 or 248-352-7300.

Stockholders who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information as is specified in the Bylaws for stockholder nominees to be considered at an Annual Meeting, including but not limited to the following:about householding.

The chairperson of the meeting may refuse to acknowledge the nomination of any person not made in compliance with these procedures, and the nomination shall be void.materials?

Proxy Access Bylaw.

In October 2016, we adopted a proxy access provision in our Bylaws. It allows a stockholder, or group of no more than 20 eligible stockholders, that has maintained continuous ownership of 3% or more of our common stock for at least three years to include in ourSuperior’s proxy materials for an annual meeting of stockholders a number of director nominees for up to 20% of the directors then in office as of the last day on which a notice of proxy access nomination may be delivered to the Company (if such an amount is not a whole number, then the closest whole number below 20%). An eligible stockholder must maintain the 3% ownership requirementalso are available at least until the annual meeting at which the proponent’s nominee will be considered. Proxy access nominees who withdraw, become ineligible or unavailable or who do not receive at least a 25% vote in favor of election will be ineligible as a nominee for the following two years. If any stockholder proposes a director nominee under our advance notice provision, we are not required to include any proxy access nominee in our proxy statement for the annual meeting.

The proponent is required to provide the information about itself and the proposed nominee(s) that is specified in the proxy access provision of our Bylaws. The required information must be in writing and provided to the Secretary of the Company not less than 90 days nor more than 120 days prior to the anniversary of the date

that the Company first distributed its proxy statement to stockholders for the immediately preceding annual meeting of stockholders. We are not required to include any proxy access nominee in our proxy statement if the nomination does not comply with the proxy access requirements of our Bylaws.

Any stockholder considering utilizing proxy access should refer to the specific requirements set forth in our Bylaws.

Committees of the Board

Superior has three standing committees: the Audit Committee, the Compensation and Benefits Committee and the Nominating and Corporate Governance Committee. Each of these Committees has a written charter approved by the Board. A copy of each charter can be found by clicking on “Board Committee Charters” in the “Investors” section of our website at www.supind.com.www.supind.com/investor.html. This website address is included for reference only. The information contained on the Company’sthis website is not incorporated by reference into this Proxy Statement.proxy statement.

AUDIT COMMITTEEHow many votes do I have?

Each holder of record of Superior common stock and Series A Preferred Stock will be entitled to one vote on each matter for each share of common stock held, or into which its Series A Preferred Stock is convertible, on the Record Date.

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What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

Stockholder of Record. If your shares are registered directly in your name with Superior’s transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and the proxy materials were sent directly to you by Superior.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the proxy materials were forwarded to you by that organization. As a beneficial owner, you have the right to instruct your broker, bank, trustee or nominee how to vote your shares.

If I am a stockholder of record of Superior’s shares, how do I vote?

If you are a stockholder of record, there are four ways to vote:

COMPENSATION AND BENEFITS COMMITTEE proxy card included with your materials.

The Compensation and Benefits Committee’s responsibilities and duties include an annual review and approval of Superior’s compensation strategy to ensure that it promotes stockholder interests and supports Superior’s strategic and tactical objectives, and that it provides appropriate rewards and incentives for management and employees, including administration of Superior’s Amended and Restated 2008 Equity Incentive Plan and review of compensation-related risk management. For 2016, the Compensation and Benefits Committee performed these oversight responsibilities and duties by, among other things, directing a review of our compensation practices and policies generally, including conducting an evaluation of the design of our executive compensation program, in light of our risk management policies and programs. Additional information regarding the Compensation and Benefits Committee’s risk management review appears in the “Compensation Philosophy and Objectives” portion of the “Compensation Discussion and Analysis” section of this Proxy Statement.

On an annual basis, the Compensation and Benefits Committee reviews and makes recommendations to the Board regarding the compensation ofnon-employee directors,non-employee chairpersons, lead directors and Board committee members. In 2015, the Compensation and Benefits Committee engaged Willis Towers Watson to compile compensation surveys for review by the Compensation and Benefits Committee and to compare compensation paid to Superior’s directors with compensation paid to directors at companies included in the surveys. Additionally, the Compensation and Benefits

•		Committee reviewsBy Mail. You may vote by proxy by filling out the Company’s CEO pay ratio disclosure, CEO succession planningproxy card and management development.returning it in the envelope provided.

If I am a beneficial owner of shares held in street name, how do I vote?

If you are a beneficial owner of shares held in street name, there are two ways to vote:

For additional description

•

In person. If you are a beneficial owner of shares held in street name and wish to vote in person at the Compensation and Benefits Committee’s processes and proceduresSpecial Meeting, you must obtain a “legal proxy” from the organization that holds your shares. A legal proxy is a written document that will authorize you to vote your shares held in street name at the Special Meeting. Please contact the organization that holds your shares for consideration and determination of executive officer compensation, see the “Compensation Discussion and Analysis” section of this Proxy Statement. The report of the Compensation Committee is on page 51 of this Proxy Statement. instructions regarding obtaining a legal proxy.

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

Superior is committed to having sound corporate governance principles. Key information regarding Superior’s corporate governance initiatives can be found on its website, including Superior’s Corporate Governance Guidelines, Superior’s Code of Conduct and the charter for each CommitteeYou must bring a copy of the Board. The corporate governance pages canlegal proxy to the Special Meeting and ask for a ballot from an usher when you arrive. You must also bring valid picture identification such as a driver’s license or passport and proof that the organization that holds your shares held such shares on the Record Date. In order for your vote to be found by clicking on “Corporate Governance” incounted, you must hand both the Investor sectioncopy of the website at www.supind.com. This website address is included for reference only. The information contained onlegal proxy and your completed ballot to an usher to be provided to the Company’s websiteinspector of election.

What happens if I do not incorporated by reference into this Proxy Statement.give specific voting instructions?

Corporate Governance Principles

Superior is committed to excellence in corporate governanceStockholders of Record. If you are a stockholder of record and maintains clear policies and practices that promote good corporate governance, including:you:

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then the persons named as proxy holders will vote your shares in the manner recommended by the Board be independent (with 8 outon all matters presented in this proxy statement and, in accordance with applicable law, as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Special Meeting.

Beneficial Owners of 9 current directors being independent).

Annual Board and Committee Self-Assessments

Each year, the directors undertake a self-assessment of the Board and each Committee on which they serve that elicits feedback on the performance and effectiveness of the Board and its Committees. As part of this self-assessment, the directors are asked to consider the Board’s role, relations with management, composition and meetings. Each Committee is asked to consider its role and the responsibilities articulated in the Committee charter, the composition of the Committee and the Committee meetings. Each Committee and the full Board reviews such self-assessments and considers areas that can benefit from change. These opportunities, as well as proposed action plans, are shared with the full Board and, if supported, the plan is implemented andre-assessed at the time of the next annual self-assessment.

Succession Planning

Our Board, in coordination with the Compensation and Benefits Committee, oversees and is actively engaged in Chief Executive Officer and senior management succession planning, which is reviewed at least annually. As part of its succession planning process, the Board reviews the senior management team’s experience, skills, competence and potential, in order to assess which executives have the ability to develop the attributes that the Board believes are necessary to lead and achieve the Company’s goals. Directors personally assess candidates by engaging with potential successors at Board and Committee meetings, as well as less formal settings.

The Role of the Board in Risk Oversight

Superior’s management is responsible forday-to-day risk management activities. The Board, acting directly and through its Committees, is responsible for the oversight of Superior’s risk management. Superior and the Board approach risk management by integrating and communicating strategic planning, operational decision-making and risk oversight. The Board commits extensive time and effort every year to discussing and agreeing upon Superior’s strategic plan, and it reconsiders key elements of the strategic plan as significant events and opportunities arise during the year. As part of the review of the strategic plan, as well as in evaluating events and opportunities that occur during the year, the Board and management focus on the primary success factors and risks for Superior. With such oversight of the Board, Superior has implemented practices and programs designed to help manage the risks to which Superior is exposed in its business and to align risk-taking appropriately with its efforts to increase stockholder value. Superior’s internal audit department provides both management and the Audit Committee, which oversees our financial and risk management policies, with ongoing assessments of Superior’s risk management processes and system of internal control and the specific risks facing Superior.

While the Board has primary responsibility for oversight of the Company’s risk management, the Board’s standing Committees support the Board by regularly addressing various risks in their respective area of oversight. Specifically, the Audit Committee identifies and requires reporting on areas perceived as potential risks to Superior’s business. As provided in its Committee charter, the Audit Committee reports regularly to the Board. As part of the overall risk oversight framework, other Committees of the Board also oversee certain categories of risk associated with their respective areas of responsibility. For example, the Compensation and Benefits Committee oversees compensation-related risk management, as discussed further under “Compensation and Benefits Committee” and in the “Compensation Philosophy and Objectives” portion of the “Compensation Discussion and Analysis” section of this proxy.

Each Committee reports regularly to the full Board on its activities. In addition, the Board participates in regular discussions among the Board and with Superior’s senior management of many core subjects, including strategy, operations, finance and legal and public policy matters, in which risk oversight is an inherent element. The Board believes that the leadership structure described above under “Board Leadership Structure” facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the independent Lead Director and working through its Committees, including the independent Audit Committee, to participate actively in the oversight of management’s actions.

Stockholder Communications with the Board

Stockholders may communicate with Superior’s Board, or any individual member or members of the Board, through Superior’s Secretary at Superior Industries International, Inc., 26600 Telegraph Rd., Suite 400, Southfield, MI 48033 with a request to forward the communicationprior to the intended recipientSpecial Meeting.

Who will serve as the inspector of election?

A representative from Broadridge will serve as the inspector of election.

How can I attend the Special Meeting?

Only stockholders as of the Record Date are entitled to attend the Special Meeting. Each stockholder must present valid picture identification such as a driver’s license or recipients. In general, any stockholder communication delivered to Superior for forwarding topassport and provide proof of stock ownership as of the BoardRecord Date. The use of mobile phones, pagers, recording or specified director photographic equipment, tablets and/or directorscomputers is not permitted at the Special Meeting.

Where can I find the voting results?

Preliminary voting results will be forwardedannounced at the Special Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Special Meeting. Superior will publish the final voting results in accordancea Current Report on Form 8-K, which Superior is required to file with the stockholder’s instructions. However,SEC within four business days following the Company reservesSpecial Meeting.

Who is paying the right not to forward to directors any abusive, threatening or otherwise inappropriate materials.

Corporate Governance Guidelines

The Board believes in sound corporate governance practices and has adopted formal Corporate Governance Guidelines to enhance its effectiveness. Our Board has adopted these Corporate Governance Guidelines in order to ensure that it has the necessary authority and practices in place to fulfill its rolecosts of management oversight and monitoring for the benefit of our stockholders. The Corporate Governance Guidelines set forth the practices our Board will follow with respect to, among other areas, director qualification and independence, board and Committee meetings, involvement of and access to management, and Chief Executive Officer Performance evaluation and succession planning. The Corporate Governance Guidelines are publicly available on our website, www.supind.com, under “Investors.” This website address is included for reference only. The information contained on the Company’s website is not incorporated by reference into this Proxy Statement.

Code of Conduct

Our Code of Conduct is included on our website, www.supind.com, under “Investors,” which, among others, applies to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer. This website address is included for reference only. The information contained on the Company’s website is not incorporated by reference into this Proxy Statement. Upon request to Superior Industries International, Inc., Investor Relations, 26600 Telegraph Rd., Suite 400, Southfield, MI 48033, copies of our Code of Conduct are available, without charge.

COMPENSATION OF DIRECTORS

Generalproxy solicitation?

Superior uses a combinationis paying the costs of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board.solicitation of proxies. Superior does not provide any perquisites to itsnon-employee Board members. In setting the compensation ofnon-employee directors, Superior considers the significant amount of time that the Board members expend in fulfilling their duties to Superior as well as the experience level required to serve on the Board. The Board, through its Compensation and Benefits Committee, annually reviews the compensation arrangements and compensation policies fornon-employee directors,non-employee chairpersons, lead directors and Board Committee members. The Compensation and Benefits Committee recently reviewed market data compiled by Willis Towers Watsonhas retained Okapi Partners LLC to assist in assessing totalnon-employee director compensation. Pursuantobtaining proxies by mail, facsimile, telephone or email from brokerage firms, banks, broker-dealers or other similar organizations representing beneficial owners of shares for the Special Meeting. We have agreed to our Corporate Governance Guidelines, in recommending director compensation, our Compensation and Benefits Committee is guided by three goals: (i) compensation should fairly pay directorssuch firm a fee of approximately $50,000.00 plus out-of-pocket expenses. Okapi Partners LLC may be contacted toll-free at (877) 629-6356. Superior may also reimburse brokerage firms, banks, broker-dealers or other similar

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organizations for work required in a companythe cost of forwarding proxy materials to beneficial owners. In addition, certain of Superior’s sizedirectors, officers and scope; (ii)regular employees, without additional compensation, should align directors’ interests withmay solicit proxies on Superior’s behalf in person, by telephone, by fax or by electronic mail. See “Proxy Solicitation and Costs” in this proxy statement for further information.

What happens if the long-term interestsSpecial Meeting is postponed or adjourned?

If the Special Meeting is postponed or adjourned due to a lack of Superior’s stockholdersa quorum or to solicit additional proxies, we intend to reconvene the Special Meeting as soon as reasonably practical. Your proxy will still be effective and (iii)may be voted at the structure ofrescheduled or adjourned meeting, and you will still be able to change or revoke your proxy until it is voted at the compensation should be clearly disclosed to Superior’s stockholders.rescheduled or adjourned meeting.

2016 Cash Compensation

Ournon-employee director cash compensation program during 2016 consisted of the following:

Non-employee directors typically do not receive forms of remuneration, perquisites or benefits, but are reimbursed for their expenses in attending meetings. There are no cash fees payable for attendance at Board or Committee meetings.7

2016 Equity Compensation

Under Superior’s Amended and Restated 2008 Equity Incentive Plan, members of the Board who were not also Superior employees (other than Ellen B. Richstone who joined the Board in October 2016) were granted 2,946 RSUs on April 26, 2016. These RSUs vest in full on the first anniversary of the grant date.

2016 Total Compensation

The following table provides information as to compensation for services of thenon-employee directors during 2016.

Director Compensation Table

Non-Employee Director Stock Ownership

Effective July 2015, the Board adopted an amended and restated stock ownership policy for members of the Board. The policy requires eachnon-employee director to own shares of Superior’s common stock having a value equal to at least three times thenon-employee director’s regular annual cash retainer, with a three-year period to attain that ownership level. All of ournon-employee directors are in compliance with this stock ownership policy. Additionally, all of ournon-employee directors (other than Mr. Bruynesteyn, who joined the Board in November 2015 and Ms. Richstone, who joined the Board in October 2016) meet the required ownership level under this stock ownership policy.

PROPOSAL NO. 21 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATIONEQUITY RIGHTS PROPOSAL

Superior provides its stockholdersApproval of the Conversion Right and the Preemptive Right

Background of the Investment

Pursuant to the Investment Agreement, which we signed on March 22, 2017, TPG agreed to make a $150 million equity investment in the Company in exchange for shares of our newly created Series A Preferred Stock and shares of our newly created Series B Preferred Stock, the terms of each of which are outlined in our Certificate of Designations relating to the Series A Preferred Stock and Series B Preferred Stock filed with our Certificate of Incorporation, and described under “Description of the Preferred Stock” below. In addition, we agreed to the terms of an Investor Rights Agreement, which was entered into upon closing of the Investment on May 22, 2017. TPG’s ownership in the Company was approximately 19.99% on an as-converted basis at the closing of the Investment on May 22, 2017. For a more detailed description of TPG Growth’s equity investment in the Company and each of the Investment Documents, see “Description of the Investment Documents” below.

We were attracted to the opportunity with TPG because (i) it provided a large single source of capital to castfinance a portion of the Uniwheels transaction, (ii) provided capital that was less restrictive than debt, (iii) the conversion issue price negotiated was at a 15% premium to our 30-day trailing average common stock price, and (iv) we believe that the strategic relationship with TPG will provide significant benefits to us as a result of TPG’s broad business relationships, including in our industry. Additionally, we believe that TPG, through its representation on our Board, will provide valuable insight to the Company as it continues to execute its growth strategy, including through the acquisition of Uniwheels.

Equity Rights Proposal Highlights

The Company’s common stock is listed on the NYSE and, as a result, the Company is subject to certain NYSE listing rules and regulations. NYSE Rule 312.03(c) requires stockholder approval prior to the issuance of common stock, or securities convertible into or exercisable for common stock, in any transaction or series of transactions if (i) the common stock to be issued has, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock, or (ii) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. Because of this restriction, in exchange for the Investor’s $150 million investment in the Company, the Investor received 140,202 shares of Series A Preferred Stock, which was convertible into a number of shares of common stock representing approximately 19.99% of our outstanding common stock prior to such issuance and, in lieu of additional shares of Series A Preferred Stock, the Investor received 9,798 shares of Series B Preferred Stock. Pursuant to the terms of the Company’s Certificate of Designations, all outstanding Series B Preferred Stock will convert into shares of our Series A Preferred Stock (and, consequently, become convertible into shares of our common stock) only upon receipt of stockholder approval.

If the Company’s stockholders do not approve the Equity Rights Proposal, then the Series B Preferred Stock will not convert into Series A Preferred Stock and, therefore, not become convertible into common stock. Furthermore, if stockholder approval is not obtained by September 19, 2017, the dividend rate applicable to the Series B Preferred Stock will increase from 9% per annum to 11% per annum unless and until stockholder approval is subsequently obtained. Dividends on either the Series A Preferred Stock the Series B Preferred Stock are payable, at the Company’s election, in cash or in the form of an annual advisory vote on executive compensation (a“Say-on-Pay” proposal). At Superior’s 2016increase in the Stated Value of such share. Until stockholder approval is obtained, any non-cash dividends must be paid in the form of an increase in the Stated Value of the Series B Preferred Stock and shall not result in an increase in the Stated Value of the Series A Preferred Stock.

The NYSE has certain additional rules, including NYSE Rule 312.03(b), which requires stockholder approval prior to issuances of securities to, among others, directors and substantial stockholders of the Company,

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that could be implicated in the future if the Investor exercises the Preemptive Right. In order to eliminate any requirement that the future exercise of the Preemptive Right would require stockholder approval, we are seeking such approval now as part of the Equity Rights Proposal. For a more detailed description of the Preemptive Right, see the description under “Description of the Investment Documents—Investor Rights Agreement—Preemptive Rights” below.

Finally, if the stockholders do not approve the Equity Rights Proposal at the Special Meeting, then the Company is obligated to use its reasonable best efforts to obtain stockholder approval at the Company’s next annual meeting of stockholders approximately 67%and each subsequent annual meeting thereafter.

Based on the capitalization of the votes cast on theSay-on-Pay proposal were voted in favorCompany as of the compensationRecord Date, the conversion of Superior’s named executive officers (“NEOs”).

As detailedall of the Series A Preferred Stock into shares of common stock (including shares of Series A Preferred Stock issuable upon conversion of the Series B Preferred Stock) would result in the “Compensation Discussion and Analysis” beginning on page 36, members of the Compensation and Benefits Committee engaged with stockholders during 2016 (both before and after the 2016 annual meeting) to obtain input regarding the executive compensation policies and practices as did Superior’s management team during the course of its general stockholder outreach in 2016. Several modifications to Superior’s program were made as a result of input received from this stockholder engagement effort:

Executive Compensation Program Changes in 2016 and 2017

Our executive compensation program also continues to follow several other best practices that are discussed beginning on page 36 in the “Compensation Discussion and Analysis,” some of which are summarized as follows:

Executive Compensation Program Best Practices

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NoGross-Ups: We do not provide excise taxgross-up payments to our executives.

The Compensation and Benefits Committee intends to continue its stockholder outreach efforts in 2017 regarding Superior’s executive compensation programs. The Compensation and Benefits Committee will continue to consider the results of futureSay-on-Pay votes when making future compensation decisions for Superior’s named executive officers.

As shown above, the core of Superior’s executive compensation philosophy and practice continues to be an emphasis on pay for performance – withInvestor owning approximately         2/3 of annual equity grants being subject to attainment of performance goals. Superior’s executive officers are compensated in a manner consistent with Superior’s strategy, competitive practice, sound corporate governance principles, and stockholder interests and concerns. We believe our compensation program is strongly aligned with the long-term interests% of our stockholders. We urge yououtstanding common stock after giving effect to read the “Compensation Discussion and Analysis,” the compensation tables and the narrative discussion set forth on pages 36 to 61 of this Proxy Statement for additional details on Superior’s executive compensation program.

We are asking stockholders to vote on the following resolution:

RESOLVED, that the stockholders approve the compensation of Superior’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the “Compensation Discussion and Analysis,” the compensation tables and narrative discussion.

Vote Required

Approval of this proposal requires (i) a majority of the shares represented and voting at the Annual Meeting at which a quorum is present and (ii) that shares voting affirmatively also constitute at least a majority of the required quorum. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal.

Recommendation of the Board of Directorssuch conversion.

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PROPOSAL NO. 3 – ADVISORY VOTE ON THE FREQUENCYDESCRIPTION OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATIONINVESTMENT DOCUMENTS

As required by the Dodd-Frank Act and Section 14A of the Exchange Act, we are providing stockholders an advisory vote on the frequency with which the stockholders shall have the opportunity to cast a vote on the advisory“say-on-pay” vote on executive compensation of the nature reflected in Proposal 2 above. The advisory vote on the frequency of thesay-on-pay vote is anon-binding vote as to how often thesay-on-pay vote should occur: every year, every two years or every three years. In addition, stockholders may abstain from voting. At the 2011 annual meeting, our stockholders previously supported a one year frequency for this stockholder advisory vote.

After careful consideration, the Board recommends that future stockholdersay-on-pay advisory votes on executive compensation be conducted every year. After careful consideration, the Board has determined that holding an advisory vote on executive compensation every year is the most appropriate policy for Superior at this time, and recommends that stockholders vote for future advisory votes on executive compensation to occur every year. While Superior’s executive compensation programs are designed to promote a long-term connection between pay and performance, the Board recognizes that executive compensation decisions and disclosures are made annually. Holding an annual advisory vote on executive compensation provides Superior with more direct and immediate feedback on our compensation programs. We believe that an annual advisory vote on executive compensation is consistent with our practice of seeking input and engaging in dialogue with our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices.

Please mark on the proxy card your preference as to the frequency of holding stockholder advisory votes on executive compensation, as either every year, every two years, or every three years, or you may abstain from voting.

The Board will take the results of the vote into account when deciding when to call for the next advisory vote on executive compensation. However, because this vote is advisory and not binding on the Board in any way, the Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote on executive compensation more frequently than the option approved by the Company’s stockholders. A scheduling vote similar to this Proposal 3 will occur at least once every six years.

We are asking stockholders to vote on the following resolution:

RESOLVED, that the stockholders approve the “1 year” frequency option for the advisory vote on executive compensation.

Vote Required

The option of every year, two years or three years that receives the highest number of votes cast by the shares present or represented by proxy and entitled to vote at the Annual Meeting will be deemed to have received the advisory approval of the stockholders. Accordingly, abstentions and brokernon-votes will be counted for purposes of determining the presence or absence of the quorum for the transaction of business but will not otherwise be counted and therefore will have no effect on this proposal.

Recommendation of the Board of Directors

PROPOSAL NO. 4 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

Superior is asking the stockholders to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as Superior’s independent registered public accounting firm for the fiscal year ending December 31, 2017. Neither the Company’s Articles of Incorporation nor the Bylaws require that stockholders ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm. However, we are requesting ratification because we believe it is a matter of good corporate practice. In the event the stockholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in Superior’s and its stockholders’ best interests.

Deloitte has audited Superior’s consolidated financial statements annually since 2009. Representatives of Deloitte are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. It is also expected that those representatives will be available to respond to appropriate questions.

Principal Accountant Fees and Services

The following is a summary of the fees billedmaterial terms of the Investment Agreement and the Investor Rights Agreement. While we believe this summary covers the material terms of these agreements, we encourage you to Superiorread each of them; the Investment Agreement is included as Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by its independent registered public accounting firm, Deloitte & Touche LLPthe Company on March 24, 2017 and the Investor Rights Agreement is included as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC by the Company on May 26, 2017. For more information about accessing the Current Reports on form 8-K and other information that we file with the SEC, please see “Where You Can Find More Information” below.

Investment Agreement

On March 22, 2017, the Company and TPG entered into the Investment Agreement, pursuant to which TPG agreed to purchase a number of shares of the Company’s newly authorized Series A Preferred Stock, at a purchase price and liquidation preference of $1,000 per share, and Series B Preferred Stock, at a purchase price and liquidation preference of $1,000 per share, for professional services renderedan aggregate investment in the Company by TPG of $150 million in a private placement exempt from the registration requirements of the Securities Act. The terms of the Series A Preferred Stock and Series B Preferred Stock are described under “Description of Preferred Stock” below. The Investment closed on May 22, 2017 (the “Closing”).

Closing

At the Closing, the Certificate of Designations, which had been adopted and approved by the Board, was filed with the Secretary of State of the State of Delaware. Additionally, at the Closing, the Company entered into the Investor Rights Agreement and appointed Ransom A. Langford to the Board as designee of TPG, as described more fully below under “—Investor Rights Agreement.”

Covenants

The Company has undertaken to hold a special meeting of stockholders within 120 days of the Closing for the years ended December 25, 2016purposes of approving (i) the conversion of the Series B Preferred Stock into Series A Preferred Stock and December 27, 2015:(ii) the issuance of additional shares of Series A Preferred Stock, including the issuance of shares of common stock upon conversion thereof. If the stockholders do not approve these items at the meeting described in this proxy statement, the Company must use its reasonable best efforts to obtain stockholder approval at the next annual meeting of stockholders and each subsequent annual meeting thereafter.

In addition, pursuant to the Investment Agreement, the Company applied to cause the shares of common stock to be issued upon conversion of the Series A Preferred Stock to be approved for listing on NYSE, which approval has been obtained, subject to official notice of issuance.

Representations and Warranties

In the Investment Agreement, each of the Company and TPG made certain representations and warranties. The Company’s representations and warranties to TPG included, among others, representations and warranties with respect to its capitalization and certain other representations regarding matters relating to the Company’s business and the issuance of the Company’s securities. TPG’s representations and warranties to the Company included, among others, representations and warranties about its status as an accredited investor and its investment intent. The representations and warranties in the Investment Agreement survive until the first anniversary of Closing.

Stockholders are not third-party beneficiaries under the Investment Agreement and should not construe the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of

Audit Fees. Consist of fees billed for professional services rendered for the integrated audit of Superior’s consolidated financial statements and of its internal control over financial reporting, for review10

facts or condition of the interim consolidated financial statements includedCompany, TPG or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Investment Agreement, which subsequent information may or may not be fully reflected in quarterlythe Company’s public disclosures. The provisions of the Investment Agreement, including the representations and warranties, should not be read alone, but instead should only be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement, including the periodic and current reports and forstatements that the statutory audits forCompany files with the SEC. For more information regarding these documents incorporated by reference, see “Where You Can Find More Information” below.

Investor Rights Agreement

On May 22, 2017, in connection with the Closing, the Company and TPG entered into the Investor Rights Agreement in order to establish various arrangements with respect to the governance of the Company, certain subsidiaries locatedactions that may or may not be taken with respect to, and certain rights with respect to, TPG’s Preferred Stock.

Board Representation and Observer Rights

Pursuant to the terms of the Investor Rights Agreement, the Company increased the size of the Board from eight to nine members immediately upon the Closing, and TPG had the right to nominate one individual to serve on our Board. On May 22, 2017, Ransom A. Langford was appointed to our Board, effective as of Closing, upon designation by TPG. Mr. Langford did not participate in Mexico.

Audit-Related Fees. Consisthis capacity as director in discussions of, fees billed for assurance and related services that are reasonablyor vote with respect to, matters related to the performanceInvestment that were approved by our Board, including our Board vote recommending approval of the auditconversion of the Series B Preferred Stock into Series A Preferred Stock and the issuance common stock upon conversion of the Series A Preferred Stock.

Under the Investment Agreement, TPG has the right to designate one person to be appointed or reviewnominated for election to the Board so long as TPG and its affiliates hold 50% of Superior’s consolidated financial statementsthe amount of the original Investment (including common stock into which the Preferred Stock may convert) (the “Investor Amount”).

Provided that TPG, together with its affiliates, maintains its Investor Amount, the Company will take such action as is necessary to have an Investor director on the board at all times, including, but not limited to, including the TPG designee in the Company’s slate of Board nominees for election by the Company’s stockholders and including such nominee in the Company’s proxy statement. Each TPG nominee that is elected to the Board will receive the same indemnification rights and will be entitled to the same insurance coverage as is provided to each of the other Board members.

The Investor Rights Agreement sets forth certain criteria that TPG nominees must meet, including, among others, not being prohibited or disqualified from serving as a director pursuant to any rule or regulation of the SEC, NYSE or applicable law, and provides the Board the right, subject to certain requirements, to object to the nomination or appointment of any such nominee to the Board that does not meet the applicable criteria, in which case TPG will be allowed to designate another person who meets the specified requirements for nomination or appointment, as applicable, to the Board.

Upon the death, disability, disqualification resignation or removal of a TPG nominee from the Board, TPG will have the right to designate a new director to fill the resulting vacancy, as long as TPG has retained the Investor Amount.

If the Investor Amount is between 10% and 50%, TPG may designate a Board observer to attend and participate in all Board meetings in a non-voting capacity.

Registration Rights

Pursuant to the Investor Rights Agreement, the Company has provided TPG with certain registration rights with respect to its Registrable Securities (as hereinafter defined), as described in more detail below. “Registrable

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Securities” means any shares of Preferred Stock, common stock or any other securities of the Company for which Preferred Stock may be converted, redeemed or exchanged, held or beneficially owned by TPG or its transferees.

The Company is required to file, prior to the one year anniversary of Closing, a registration statement for a shelf registration on Form S-3 (the “Form S-3 Shelf”), or, if the Company is ineligible to use a Form S-3 Shelf, a registration statement for a shelf registration on Form S-1 (the “Form S-1 Shelf”) covering the resale of the Registrable Securities on a delayed or continuous basis. If the shelf registration ceases to be effective under the Securities Act while Registrable Securities are still outstanding, the Company must use reasonable efforts to cause the shelf registration to be effective again or file an additional shelf registration statement.

At any time after Closing, TPG may request (i) registration under the Securities Act of all or any portion of the Registrable Securities on Form S-3, if available, and (ii) registration under the Securities Act for all or any portion of the Registrable Securities held by the requesting holder on Form S-1 if a Form S-3 registration is not reported under “Audit Fees.” These services include accounting consultationsavailable (each, a “Demand Registration”). The holders of the Registrable Securities are limited to three Demand Registrations in total and no more than two demand registrations in any 12-month period. If the offering of Company securities pursuant to a demand registration is in the form of an underwritten public offering, TPG may designate the investment banker(s) and manager(s) to administer the offering, subject to the approval of the Company, however the Company is not obligated to effect an underwritten offering pursuant to a shelf registration unless the aggregate offering price is expected to exceed $50 million or includes all remaining Registrable Securities.

In addition to the foregoing shelf and demand registration rights, TPG will have piggyback registration rights pursuant to which TPG may require the inclusion of some or all of its Registrable Securities in any registration filed by the Company for the account of the Company or any of the Company’s other security holders (provided that the registration permits the inclusion of such Registrable Securities). In any such registration that is an underwritten offering, the Company has the right to select the investment banker(s) and manager(s), subject to the approval of TPG, and to the extent requested by the underwriters, the Company may reduce the number of the Investor’s Registrable Securities to be included in any such registration.

The Company will pay all of the costs and expenses incurred in connection with transactions, mergerany registrations under the Investor Rights Agreement. The Company will not, however, be obligated to pay any out-of-pocket expenses incurred by TPG (other than the expenses of one counsel for all such holders) or any underwriting discounts and acquisition due diligence, attestcommissions attributable to the sale of the Registrable Securities.

The Investor Rights Agreement provides for customary registration rights indemnification by each of the Company and the Investor.

Preemptive Rights

Pursuant to the terms of the Investor Rights Agreement, except in the case of Excluded Issuances (as hereinafter defined), TPG has the right (but not the obligation) to participate in future equity issuances by the Company of capital stock or other securities convertible or exchangeable into capital stock for so long as the Investor Amount is at least 50%. An “Excluded Issuance” means (i) the issuance of shares of any capital stock (including upon exercise of options) to directors, officers, employees, consultants or other agents of the Company as approved by the Board in connection with their employment or performance of services, (ii) the issuance of any capital stock in connection with any “business combination” (as defined in the rules and regulations promulgated by the SEC) or otherwise in connection with bona fide acquisitions of securities or substantially all of the assets of another person, business unit, division or business, in each case, to the sellers in such transaction as consideration thereof, (iii) the issuance of any securities pursuant to the conversion, redemption or exchange of Preferred Stock issued to TPG and (iv) the issuance of any shares of a subsidiary of the Company to the Company or a wholly owned subsidiary of the Company.

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The Investor Rights Agreement provides that arethe Company must give TPG written notice no less than 5 business days before the closing of an issuance of capital stock and offer to sell to TPG, on such terms as the new capital stock is to be issued, a pro rata portion of such capital stock (based on the ownership percentage of TPG of the Company’s outstanding common stock, assuming full conversion of TPG’s Preferred Stock). TPG must exercise its preemptive right by written notice on or prior to the business day immediately before the date of closing of the equity issuance. If TPG does not requiredexercise its preemptive rights within the applicable period, the Company may sell the applicable equity interests to supportother investors. If the integrated auditCompany has not sold the equity interests within 120 days of Superior’s consolidated financial statements and its internal controls over financial reporting and consultations concerning financial accounting and reporting standards.

Tax Fees. Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include assistance regarding federal, state and international tax compliance, assistance with tax reporting requirements and audit compliance, assistance with customs and duties compliance, value-added tax compliance and tax advice on international, federal and state tax matters. Additionally,original notice to TPG, the tax fees include services for assistanceCompany must provide TPG with a corporate tax project that was undertaken and completed in 2015.new notice prior to undertaking a subsequent equity issuance.

All Other FeesTransfer Restrictions. Consist of fees for professional services other than the services reported above, including permissible business process advisory and consulting services.

The Audit Committee determined that allnon-audit services provided by Deloitte were compatible with maintaining such firm’s audit independence.

Policy on Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee’s policyInvestor Rights Agreement contains customary transfer restrictions whereby TPG may not transfer any Preferred Stock or any securities into which the Preferred Stock is topre-approve all audit and permissiblenon-audit services to be provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.Pre-approval is generally providedconvertible for up to one year andfollowing the Closing. After the one-year period, TPG may not transfer to (i) anypre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to report periodically to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with thispre-approval, and the fees for the services performed to date. The Audit Committee may alsopre-approve particular services on acase-by-case basis.

Vote Required

Approval of this proposal requires (i) a majority competitor of the shares represented and votingCompany or (ii) any person that would, to TPG’s knowledge, hold 25% or more of the common stock (on an as-converted basis) as a result of the transfer.

Other Covenants

For so long as the Investor Amount is at least 50%, the Annual Meeting at which a quorum is present and (ii) that shares voting affirmatively also constituteCompany must obtain consent from the holders of at least a majority of the required quorum.

Recommendationoutstanding Preferred Stock before adopting any plan of liquidation, dissolution or winding up of the Company, or filing any voluntary petition for bankruptcy, receivership or similar proceedings.

At all times while the Investor Amount is greater than 10%, TPG shall not, directly or indirectly, and shall cause affiliates not to acquire, offer to acquire, agree to acquire or make a public proposal to acquire, by purchase or otherwise, capital stock of the Company, or any right to vote or direct the voting of any capital stock of the Company;provided that these restrictions do not apply to (x) purchases or acquisitions permitted under the Investor Rights Agreement, (y) acquisitions of capital stock of the Company issued in connection with stock dividends, stock splits, recapitalizations or similar transactions and (z) issuances by the Company of capital stock of the Company or options, warrants or other rights to acquire capital stock of the Company to any director, as compensation for his or her membership on the Board.

Termination

The Investor Rights Agreement will terminate in the event that the Investor Amount ceases to be equal to or greater than 10%.

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DESCRIPTION OF PREFERRED STOCK

The following is a summary of the material terms of the preferences, limitations, voting powers and relative rights of the Series A Preferred Stock and Series B Preferred Stock as contained in the Certificate of Designations. While we believe that this summary covers the material terms and provisions of the Preferred Stock, we encourage you to read the Certificate of Designations, which is included as Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on May 26, 2017, and is incorporated by reference herein. For more information about accessing the Current Report on Form 8-K and the other information we file with the SEC, please see “Where You Can Find More Information” below.

Series A Preferred Stock

Ranking

With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, the Series A Preferred Stock ranks (i) senior to the common stock and all other common stock equivalents of the Company that do not expressly rank on parity with or senior to the Series A Preferred Stock, (ii) on parity with any class or series of capital stock of the Company created after the Closing that expressly ranks on parity with the Series A Preferred Stock, and (iii) junior to any class or series of capital stock of the Company created after the Closing that expressly ranks senior to the Series A Preferred Stock.

Dividend Rights

Each holder of the Series A Preferred Stock is entitled to receive dividends accruing on a daily basis, with respect to each share or fraction of a share, beginning on the date of issuance of the share, at a rate of 9% per annum of the Stated Value of the whole share (the “Preferred Dividend”). The initial “Stated Value” is $1,000 per share plus the sum of any Preferred Dividends paid in the form of an increase in Stated Value of the share, plus the sum of all accumulated and unpaid dividends. The Preferred Dividend will be paid, at the Company’s election, in cash or in the form of an increase in the Stated Value of the Series A Preferred Stock,provided, that until stockholder approval is obtained, any non-cash dividends must be paid in an increase in the Stated Value of the Series B Preferred Stock and shall not result in an increase in the Stated Value of the Series A Preferred Stock.

In addition to the Preferred Dividends, holders of the Series A Preferred Stock are entitled to participate in common stock dividends. In the event that the Company pays a dividend or makes a distribution in respect of the common stock, the Company simultaneously will declare a dividend (or distribution) on each share of Series A Preferred Stock equal to the dividend that would have been payable to the holder of the Series A Preferred Stock if the shares of Series A Preferred Stock had been converted into common stock on the date of determination of holders of common stock entitled to receive such dividend or distribution (the “Participating Dividend”). No dividends may be paid on shares of the Company’s capital stock that rank junior to or on parity with the Series A Preferred Stock unless all accrued but unpaid dividends are paid on the Series A Preferred Stock.

Liquidation Rights

Subject to the satisfaction in full of the debts of the Company, upon liquidation, dissolution or winding up of the Company, each holder of Series A Preferred Stock will be entitled to a per share amount equal to the greater of: (i) the liquidation preference (which is the greater of (A) the Stated Value plus any accrued and unpaid dividends and (B) the amount that would have been payable had all shares of the Preferred Stock been converted into common stock immediately before the liquidation) multiplied by the number of shares of Series A Preferred Stock held by the holder; and (ii) the per share amount such holder would have received had it converted its shares of Series A Preferred Stock into common stock immediately prior to such liquidation.

In the event the assets of the Company available for distribution to stockholders upon any liquidation, dissolution or winding-up of the affairs of the Company are insufficient to pay in full the liquidating distributions

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payable with respect to all outstanding shares of the Series A Preferred Stock and all other classes or series of preferred stock ranking on parity with the Series A Preferred Stock, holders of Series A Preferred Stock and holders of such other classes or series of preferred stock will share ratably in any distribution of the Company’s assets in proportion to the respective amounts to which they would otherwise be entitled upon liquidation, dissolution or winding-up of the Company.

Voting Rights

Holders of Series A Preferred Stock have the right to vote together with the holders of common stock, as a single class, on all matters which the holders of common stock are entitled to vote. The holders of Series A Preferred Stock are entitled to one vote per share of common stock that would be issuable to the holder upon conversion of all shares of Series A Preferred Stock held by such holder.

The Company may not declare or pay any dividend or distribution on, or directly or indirectly purchase, redeem, repurchase or otherwise acquire or permit any subsidiary of the Company to redeem or acquire, any securities that rank junior to the Preferred Stock, other than Participating Dividends actually paid on outstanding Preferred Stock, without the consent of the majority of the holders of the then-outstanding Series A Preferred Stock.

In addition, without the approval of the holders of at least a majority of the outstanding shares of Preferred Stock, the Company may not:

Redemption Rights

The Series A Preferred Stock is redeemable, in whole or in part, at the option of each holder at a per share redemption price equal to the Redemption Value (as hereinafter defined) on or after May 23, 2024, or upon the occurrence of any of the following events:

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The “Redemption Value” means the price per share of Preferred Stock equal to (a) for any redemption occurring prior to October 22, 2018, the product of the Stated Value and 1.75 and (b) for any redemption occurring on or after October 22, 2018, the greater of (x) the product of the Stated Value and 2.00 and (y) an amount equal to the number of shares of common stock such share of Preferred Stock is convertible into at the time of such redemption multiplied by the volume-weighted average price per share of common stock for each of the 30 consecutive trading days ending the trading day before the record date of the redemption.

The Company may, at its option, redeem in whole at any time all shares of Preferred Stock at the time outstanding, by delivery of written notice to each holder of Preferred Stock at least 30 days prior to the proposed redemption date, at a redemption price paid in cash for each share of Preferred Stock equal to the then-applicable Redemption Value.

Conversion

At any time after the Closing Date, each holder of Series A Preferred Stock has the right, at its option, to convert each share of the holder’s Series A Preferred Stock at any time into that number of shares of common stock determined by dividing (i) the sum of the Stated Value and any accrued and unpaid dividends by (ii) the Conversion Price (as hereinafter defined). The “Conversion Price” means $28.162, subject to certain anti-dilution adjustments as provided in the Certificate of Designations. A holder of Series A Preferred Stock may exercise this conversion right for all or any portion of the holder’s Series A Preferred Stock as long as the holder is converting at least 1,000 shares of Series A Preferred Stock or all of the shares of Series A Preferred Stock held by the holder.

Series B Preferred Stock

Ranking

With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, the Series B Preferred Stock ranks (i) senior to the common stock and all other common stock equivalents of the Company that do not expressly rank on parity with or senior to the Series B Preferred Stock, (ii) on parity with any class or series of capital stock of the Company created after the Closing that expressly ranks on parity with the Series B Preferred Stock, and (iii) junior to any class or series of capital stock of the Company created after the Closing that expressly ranks senior to the Series B Preferred Stock.

Dividend Rights

Each holder of the Series B Preferred Stock is entitled to receive a Preferred Dividend, accruing on a daily basis, with respect to each share or fraction of a share, beginning on the date of issuance of the share, at a rate of 9% per annum of the Stated Value of the whole share, provided that if stockholder approval of the Equity Rights Proposal is not obtained by September 19, 2017, the Preferred Dividend applicable to the Series B Preferred

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Stock will accrue at a rate of 11% per annum. The initial “Stated Value” is $1,000 per share plus the sum of any Preferred Dividends paid in the form of an increase in Stated Value of the share, plus the sum of all accumulated and unpaid dividends. The Preferred Dividend will be paid, at the Company’s election, in cash or in the form of an increase in the Stated Value of the Series B Preferred Stock.

In addition to the Preferred Dividends, holders of the Series B Preferred Stock are entitled to participate in common stock dividends. In the event that the Company pays a dividend or makes a distribution in respect of the common stock, the Company simultaneously will declare a Participating Dividend on each share of Series B Preferred Stock equal to the dividend that would have been payable to the holder of the Series B Preferred Stock if the shares of Series B Preferred Stock had been converted to Series A Preferred Stock and, subsequently, to common stock on the date of determination of holders of common stock entitled to receive such dividend or distribution. No dividends may be paid on shares of the Company’s capital stock that rank junior to or on parity with the Series B Preferred Stock unless all accrued but unpaid dividends are paid on the Series B Preferred Stock.

Liquidation Rights

Subject to the satisfaction in full of the debts of the Company, upon liquidation, dissolution or winding up of the Company, each holder of Series B Preferred Stock will be entitled to a per share amount equal to the greater of: (i) the liquidation preference (which is the greater of (A) the Stated Value plus any accrued and unpaid dividends and (B) the amount that would have been payable had all shares of the Preferred Stock been converted into common stock immediately before the liquidation) multiplied by the number of shares of Series B Preferred Stock held by the holder; and (ii) the per share amount such holder would have received had all holders of Series B Preferred Stock converted their shares into Series A Preferred Stock and, subsequently, into common stock immediately prior to such liquidation.

In the event the assets of the Company available for distribution to stockholders upon any liquidation, dissolution or winding-up of the affairs of the Company are insufficient to pay in full the liquidating distributions payable with respect to all outstanding shares of the Series B Preferred Stock and all other classes or series of preferred stock ranking on parity with the Series B Preferred Stock, holders of Series B Preferred Stock and holders of such other classes or series of preferred stock will share ratably in any distribution of the Company’s assets in proportion to the respective amounts to which they would otherwise be entitled upon liquidation, dissolution or winding-up of the Company.

Voting Rights

Holders of Series B Preferred Stock have no voting rights, except that, without the approval of the holders of at least a majority of the outstanding shares of Preferred Stock, the Company may not:

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Redemption Rights

The Series B Preferred Stock is redeemable, in whole or in part, at the option of each holder at a per share redemption price equal to the Redemption Value on or after May 23, 2024, or upon the occurrence of any of the following events:

The Company may, at its option, redeem in whole at any time all shares of Preferred Stock at the time outstanding, by delivery of written notice to each holder of Preferred Stock at least 30 days prior to the proposed redemption date, at a redemption price paid in cash for each share of Preferred Stock equal to the then-applicable Redemption Value.

Conversion

The Series B Preferred Stock is not convertible unless and until stockholder approval of the Equity Rights Proposal is obtained, at which time all outstanding shares of Series B Preferred Stock will convert, on a one-for-one basis, into shares of Series A Preferred Stock.

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PROPOSAL NO. 2 – ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING

Overview

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to the Company’s stockholders in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Equity Rights Proposal.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by the Company’s stockholders, the Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Equity Rights Proposal.

Vote Required for Approval

The approval of the Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of the Company’s common stock (including the Series A Preferred Stock, on an as-converted basis) represented in person or by proxy and entitled to vote thereon at the Special Meeting. Abstentions will have the same effect as a vote “AGAINST” this proposal.

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INTERESTS OF CERTAIN PERSONS

Based on the ratificationcapitalization of the appointmentCompany as of Deloittethe Record Date, the conversion of all of the Series A Preferred Stock into shares of our common stock (including shares of Series A Preferred Stock issuable upon conversion of the outstanding Series B Preferred Stock) would result in the Investor owning approximately         % of our outstanding common stock after giving effect to servesuch conversion. TPG, as Superior’s independent registered public accounting firm fora holder of our Series A Preferred Stock, is not entitled to vote on the fiscal year ending December 31, 2017. Proxies solicitedEquity Rights Proposal presented at the Special Meeting, but is permitted to vote on the Adjournment Proposal. TPG, as holder of the Series B Preferred Stock, is not entitled to vote on any of the proposals set forth in this proxy statement.

On May 22, 2017, Ransom A. Langford was appointed to our Board, effective as of the Closing, pursuant to TPG’s director nomination rights under the Investor Rights Agreement. Because Mr. Langford joined our Board prior to the consummation of the Investment, he did not participate as a director of the Company in discussions of, or vote with respect to, matters related to the Investment that were approved by our Board, including our Board vote recommending approval of the board will be voted forissuance of Series A Preferred Stock and Series B Preferred Stock and issuance of common stock upon conversion of the proposal unless stockholders specify a contrary vote.Series A Preferred Stock. No directors or officers of the Company purchased any securities in the Investment.

VOTING SECURITIES AND PRINCIPAL OWNERSHIP

The following table sets forth certain information with respect to beneficial ownership of Superior common stock as of                     March 1,, 2017, the Record Date, for (i) the named executive officers (ii) each director and director nominee, (iii) all directors and named executive officers as a group and (iv) all persons known to Superior to beneficially own 5% or more of Superior common stock.

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(4)(5)

The information with respect to the holdings of Dimensional Fund Advisors LP (“Dimensional Fund”), a registered investment advisor, is based solely on the Schedule 13G/A filed February 9, 2017 by Dimensional Fund. Dimensional Fund serves as investment advisor to four registered investment companies and as investment manager to certain other commingled group trusts and separate accounts (collectively, the “Funds”), which own all shares. The Funds have sole voting power with respect to 2,185,465 shares owned by the Funds and sole dispositive power with respect to all 2,261,130 shares owned by the Funds. The address for the Dimensional Fund is Palisades West, Building one, Austin, Texas 78746.

(5)(6)

The information with respect to the holdings of GAMCO Asset Management Inc. (“GAMCO”), a registered investment advisor, is based solely on the Schedule 13D Amendment No. 39 filed January 24, 2017 by Gabelli Funds, LLC (“Gabelli Funds”), GAMCO, Teton Advisors, Inc. (“Teton Advisors”), GGCP, Inc. (“GGCP”), GAMCO Investors, Inc. (“GBL”), Associated Capital Group, Inc. (“AC”) and Mario G. Gabelli (“Mario Gabelli”). Subject to certain restrictions, (i) GAMCO holds 1,208,075 shares and has sole voting power with respect to 1,117,075 shares; (ii) Gabelli Funds holds 543,000 shares and has sole voting and dispositive power with respect to such shares; (iii) Teton Advisors holds 483,883 shares and has sole voting and dispositive power with respect to such shares; and (iv) AC holds 8,000 shares and has sole voting and dispositive power with respect to such shares. None of GGCP, GBL or Mario Gabelli directly hold or have voting or dispositive power over any shares. Each of Gabelli Funds and GAMCO is wholly-owned subsidiary of GBL. Mario Gabelli is (i) the controlling stockholder, chief executive officer, chief investment officer and a director of GGCP, (ii) chairman and executive officer of GBL, (iii) chief investment officers of

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our officers and directors, as well as those persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership with the SEC. These persons are required by SEC rule to furnish us with copies of all Section 16(a) forms they file.22

Based solely on a review of copies of reports filed with the SEC and submitted to us and on written representations by certain of our directors and executive officers, we are not aware of any failure to file reports on a timely basis during the year ended December 25, 2016 under the reporting requirements of Section 16(a) of the Exchange Act, except that, Parveen Kakar, James Sistek and Kerry Shiba, failed to timely file a Form 4 for RSU vesting events (and related withholding events) that took place in March 2016 and Lawrence Oliver failed to timely file a Form 4 for an inheritance (occurring in April 2015), as well as for RSU vesting events (and related withholding events) and the purchase of shares (both occurring in March 2016). All aforementioned parties have subsequently filed Form 4 reports.

CERTAIN RELATIONSHIPSSTOCKHOLDERS’ PROPOSALS AND RELATED TRANSACTIONSNOMINATIONS OF BOARD MEMBERS

Transactions with Related Persons

In the first quarter of 2015, we entered into an agreement to purchase a subscription to online software provided by New Generation Software Inc. (“NGS”). Our Senior Vice President, Business Operations, is a board member and passive investor and our Vice President of Information Technology is also a passive investor in NGS. We made payments to NGS of $243,000 and $351,000 during the 2016 and 2015 fiscal year, respectively. The transaction was entered into in the ordinary course of business and on an arms-length basis.

Review, Approval or Ratification of Transactions with Related Persons

As provided in its Committee charter, the Audit Committee is primarily responsible for the review, approval and ratification of related person transactions. As mandated by the Audit Committee, Superior’s management is required to inform the Audit Committee of all related person transactions, including relationships and dollar values. Superior’s Code of Conduct also requires that transactions be reported to the Audit Committee. Additionally, the Nominating and Corporate Governance Committee annually reviews any related person transactions involving a director when determining director independence.

“Related-person transactions” are transactions between Superior and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will have a direct or indirect material interest. A “related person” is a director, executive officer, nominee for director or a person known to Superior to beneficially own 5% or more of Superior common stock, in each case since the beginning of the last fiscal year, and their immediate family members.

Also see Note 11 — Leases and Related Parties in Notes to the Consolidated Financial Statements in Item 8 — Financial Statements and Supplementary Data of the Annual Report on Form10-K for the year ended December 25, 2016 filed with the SEC on March 3, 2017.

Independence of Directors

Our Corporate Governance Guidelines provide that a majority of the Board and all members of the Audit, Compensation and Benefits and Nominating and Corporate Governance Committees of the Board will be independent. On an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire that requires disclosure of any transactions with Superior in which a director or executive officer, or any member of his or her immediate family, has a direct or indirect interest. Following completion of these questionnaires, the Board, with the assistance of the Nominating and Corporate Governance Committee, makes an annual determination as to the independence of each director using the current standards for “independence” established by the New York Stock Exchange, additional criteria set forth in Superior’s Corporate Governance Guidelines and consideration of any other material relationship a director may have with Superior.

On March 1, 2017, the Board determined that all of its current directors are independent under these standards, except for Mr. Stebbins. All members of each of Superior’s Audit, Compensation and Benefits and Nominating and Corporate Governance Committees are independent directors. In addition, upon recommendation of the Nominating and Corporate Governance Committee, the Board has determined that the members of the Audit Committee and Compensation and Benefits Committee meet the additional independence criteria required for audit committee and compensation committee membership under the New York Stock Exchange applicable listing standards.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis discusses Superior’s executive compensation structure, philosophy, decisions and results primarily for 2016 (and other relevant periods) and is organized into the following sections:

Our senior management team has been assembled to drive our performance and accomplish the performance results discussed below. This discussion focuses on the compensation structure in effect for the named executive officers (who will be referred to as the “NEOs”) in 2016. The tenure of each NEO with Superior is noted in the following table:

Executive Summary

We are one of the largest suppliers of cast aluminum wheels to the world’s leading automobile and light truck manufacturers, with wheel manufacturing operations in the United States and Mexico. Products made in our North American facilities are delivered primarily to global automotive manufacturers’ assembly operations in North America.

Company Evolution

Since 2014, we have focused our strategic priorities on improving our financial and operating performance and increasing value for our stockholders. Even though the full impact of our operating initiatives has yet to be fully reflected in our financial performance, as discussed below, we continued seeing positive results in 2016.

Recent Business Highlights/Company Performance

Executive Compensation Highlights

Highlights of our 2016 executive compensation program and recent changes are summarized, as follows.

2016 Executive Compensation Highlights and Recent Changes

As discussed in the “2016 Executive Compensation Components – Long-Term Equity Incentive Compensation” section of this Proxy Statement, these performance measures were developed after a rigorousbottom-up financial analysis of our business.

2016 Total Direct Compensation Allocation

(assuming performance-based components earned at target)

2016Say-on-Pay Vote and Stockholder Engagement

Leading up to our 2016 annual meeting, members of our senior executive team and members of our Compensation and Benefits Committee engaged with many of our largest stockholders and heard their input regarding our executive compensation programs. As a result of these discussions and before last year’s vote was tallied, we:

Pre-Annual Meeting Compensation Actions

At our 2016 annual meeting, our stockholders did provide majority support for Superior’s NEO compensation through theSay-on-Pay Vote (approximately 67% support was received). However, since we received less than 70% support, we continued to engage in substantial outreach efforts with our major stockholders and their proxy advisors to gather feedback regarding our executive compensation programs.

Following the 2016 annual meeting, directors from our Compensation and Benefits Committee held additional meetings with significant stockholders and we also engaged and met with one proxy advisory firm regarding our executive compensation programs. Senior management also continually received input in the normal course of meetings with our stockholders.

The main themes of the feedback we received from these stockholder meetings are summarized, as follows:

In addition, as a result of the Compensation and Benefits Committee’s review of our programs, including an analysis of our 2016Say-on-Pay results, we took the following actions:

Other Post-Annual Meeting Compensation Actions

Compensation Governance

Philosophy

The Compensation and Benefits Committee believes that Superior’s NEOs should be paid in a manner that attracts, motivates and retains the best-available talent and rewards them for driving successful results. This philosophy is achieved through the base salary, AIPP and LTIP being set within the 50^th and 75^th percentile of the benchmark for each position, as well as recognizing the relative skills, experience and past performance of the NEOs and their respective roles and responsibilities within the organization, and judgments about the extent to which the NEOs can impact the company-wide performance and creation of stockholder value. Within this overall philosophy, the Compensation and Benefits Committee’s ongoing objectives are:

Superior’s executive officers are compensated in a manner consistent with Superior’s strategy, competitive practice, sound compensation governance principles and stockholder interests and concerns. Superior began placing an even greater emphasis on performance-based compensation in 2015. In 2015, the company deployed an AIPP and LTIP compensation program, which was developed after obtaining guidance from our independent compensation consultant and seeking and receiving feedback from some of our stockholders regarding desired plan design features.

Best Practices

The core of Superior’s executive compensation philosophy enables the company to continue to attract and retain talent while driving performance. The Compensation and Benefits Committee has made significant overhauls to our executive compensation program since 2014. The Compensation and Benefits Committee continues to monitor and review the compensation program against our financial performance and continues to monitor the market to ensure competitive and performance driven plans.

Our programs continue to have many features that our stockholders widely consider best practices and that we view as consistent with our compensation and governance philosophy, including:

BEST PRACTICES

Compensation Risk Oversight

The Compensation and Benefits Committee’s annual review and approval of Superior’s compensation philosophy and strategy includes the review of compensation-related risk management. The Compensation and Benefits Committee believes that the following risk oversight and compensation design features described in greater detail elsewhere herein safeguard against excessive risk taking:

Methodology for Establishing Compensation

In designing and administering the compensation programs of the NEOs, the Compensation and Benefits Committee attempts to strike a balance among the above elements, which are discussed in more detail below. The Compensation and Benefits Committee considers the pay practices of comparable companies to determine the appropriate pay mix and compensation levels, as well as Superior’s own specific short and long-term strategic objectives. The following section describes the various methods the Compensation and Benefits Committee uses in its design, administration and oversight of the compensation programs for the NEOs.

The Compensation and Benefits Committee has direct responsibility for making recommendations to the Board regarding the approval, amendment or termination of Superior’s executive compensation plans and programs. The Compensation and Benefits Committee establishes the annual compensation of Superior’s CEO. It also reviews the compensation for other executive officers and makes recommendations to the independent members of the Board.

Consistent with its charter, the Compensation and Benefits Committee is composed of four directors. Each member of the Committee is independent, as determined by the Board and based on the New York Stock Exchange listing standards. Their independence from management allows the Compensation and Benefits Committee members to apply independent judgment when designing and overseeing our compensation program and in making pay decisions.

The Compensation and Benefits Committee from time to time engages independent compensation consultants to provide advice and ongoing recommendations regarding executive compensation programs and principles that are consistent with Superior’s business goals and pay philosophy. The Compensation and Benefits Committee has the final authority to hire and terminate any consultant, as well as the responsibility to consider the independence of the consultant. The Compensation and Benefits Committee continued to retain Willis Towers Watson in 2016 to assist with specific assignments. The Compensation and Benefits Committee has assessed the independence of Willis Towers Watson, and concluded that Willis Towers Watson’s work does not raise any conflict of interest under applicable SEC and New York Stock Exchange rules.

Setting Executive Pay (Benchmarking)

The Compensation and Benefits Committee is responsible for establishing the annual compensation of Superior’s CEO. For the remaining NEOs and other executives, Superior’s CEO recommends compensation levels and specific components of compensation. The Compensation and Benefits Committee reviews these recommendations and adjusts them as it deems appropriate before approving or recommending any changes to either the CEO or Board.

The Compensation and Benefits Committee typically reviews broad-based third-party compensation surveys covering a wide array of public companies, some larger and some smaller than we are, to obtain a general understanding of current compensation practices. These compensation surveys provide valuable data for subjective review and confirmation of the equanimity of the salaries paid to the NEOs. The data also gives the Compensation and Benefits Committee information concerning market pay practices regarding the pay mix among base salary, annual bonus and long-term incentives of companies in the industry that compete with us for executive talent. The Compensation and Benefits Committee targets the compensation components within the 50^th and 75^th percentile range of the peer data while taking into consideration the experience level and performance of each named executive officer.

For 2016, the Compensation and Benefits Committee relied upon the study performed by Willis Towers Watson in 2015. Willis Towers Watson was engaged, starting in 2015, to assist the Compensation and Benefits Committee in evaluating the competitiveness of Superior’s executive compensation program. Willis Towers Watson based its competitive pay assessment on survey data of a company with $800 million in revenue. In addition, for the CEO and CFO position, Willis Towers Watson utilized proxy data from our peer group consisting of the following fourteen automotive part and equipment manufacturers with median and mean revenues of approximately $864 million and $875 million, respectively:

2016 Executive Compensation Components

Introduction – Elements of Pay

The following is a summary of the 2016 direct core compensation elements (base salary, annual incentives and long-term incentives) of our executive compensation program.

In addition, Superior’s NEOs were provided retirement benefits and certain other benefits.

Narrative descriptions of the individual elements of compensation are set forth below.

The Compensation and Benefits Committee does not use a specific formula for allocating compensation among the various components. Instead, the Compensation and Benefits Committee considers market pay practices and whether the total compensation package is fair, reasonable and in accordance with the interests of our stockholders.

Base Salary

Base salary provides a fixed element of compensation that competitively rewards the executive’s skills, experience and contributions to Superior. The base salary of the CEO was established when we he was appointed as our CEO in May of 2014 and has remained the same through fiscal year 2016.

For NEOs other than the CEO, base salary adjustments are based on recommendations of the CEO to the Compensation and Benefits Committee, taking into account the executive’s performance, scope of work, competitive benchmarks and Company performance. In setting 2016 salaries, the CEO and the Compensation and Benefits Committee reviewed the analysis and findings of our independent compensation consultant. Base salaries for NEOs other than the CEO are generally adjusted when deemed necessary to meet market competition or when appropriate to recognize increased responsibilities. On March 28, 2016, certain of our NEOs received merit and market based increases, as shown in the following table:

2016 Base Salary Increase – NEO

2017 Update. Annual base salary rates to be effective as of April 1, 2017, as determined on the Record Date:

2017 Base Salary Increase – NEO