Jack A. Hockema, who has served on our Board since 2014, will retire from the Board upon the expiration of his term at the Annual Meeting. The Board would like to thank Mr. Hockema for his years of dedicated service to the Company. Although we presently have nine directors, as a result of Mr. Hockema’s anticipated retirement from the Board, the Board has resolved to reduce the number of directors from nine to eight effective upon Mr. Hockema’s retirement from the Board immediately following the Annual Meeting.

Upon the recommendation of our Nominating and Corporate Governance Committee, the Board has nominated the eight individuals listed below to stand for election at the Annual Meeting for aone-year term

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 Adjournment 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 director nominee must receive the affirmative vote of a plurality of the votes cast to be elected, meaning that the Company’s stockholders vote “FOR” each of these proposals.

Why dideight persons receiving the Company Approve the Investment?

The Board approved the Investment to finance a portion of the purchase price for the Company’s acquisition of 92.3% of the outstanding common stock of Uniwheels AG by means of a tender offer, which closed on May 30,

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2017. For a more detailed description of the background of the Investment, see “Proposal One: Equity Rights Proposal—Background of the Investment” below.

Why is the Company seeking approval of the Equity Rights Proposal?

We are required to seek approval of the Equity Rights Proposal pursuant to the terms of the Investment Agreement and the related agreements and other documents entered into by the Company and the Investor in connection with the Investment Agreement, including the Investor Rights Agreement, dated as of May 22, 2017 (the “Investor Rights Agreement”), by and between the Company and the Investor. The Investment Agreement and the Investor Rights Agreement are referred to herein, collectively, as the “Investment Documents.”

In addition, 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. Rule 312.03(c) of the NYSE Listed Company Manual (“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) thelargest number of shares of common stock to be issued is, or“yes” votes will be upon issuance, equal toelected as directors. You may vote in favor of any 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 (collectively, the “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 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 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 certain additional rules, including Rule 312.03(b) of the NYSE Listed Company Manual (“NYSE Rule 312.03(b)”), which requires stockholder approval prior to issuances 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 Company’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 option of the Investor or, in certain 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 shares 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 conversionnominees or you may withhold your vote as to any or all of the Series B Preferred Stock) would result in TPG owning approximately         %nominees. The nominees receiving the highest number 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 the common stock as to payment of dividends and to distribution of assets upon liquidation, dissolution or winding up of the Company.

Who is entitled to vote at the Special Meeting?

The record holders of the                     shares of the Company’s common stock and 140,202 shares of Series A Preferred Stock outstanding on the close of business on                     , 2017 are entitled to vote at the Special Meeting, except as set forth below. The holders of the 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 Record Date, the 140,202 shares of Series A Preferred Stock outstanding would be convertible into                     shares of common stock. TPG, as a holder of the Company’s Series A Preferred Stock, is not entitled 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 are represented at the Special Meeting, but with respect to which such broker or nominee is not 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 through a broker, it is important that you give your broker your voting instructions.

What is a quorum?

For business to be conducted at the Special Meeting, a quorum must be present. A majorityaffirmative votes of the shares entitled to vote at the 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

We believe each of our eight director nominees has the professional and leadership experience, industry knowledge, commitment, diversity of skills and ability to work in a collaborative manner necessary to execute our strategic

The Board has separated the roles of Chairperson of the Board and Chief Executive Officer, with Timothy McQuay serving as Chairperson since April 25, 2017. 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.

On an annual basis, the Board, with the assistance of the Nominating and Corporate Governance Committee, makes a determination as to the independence of each director considering 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 as disclosed in annual director and officer questionnaires. 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.

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. Seven of our current directors joined the Board since 2013, with the size of the Board being increased to nine directors in

During 2017, the Board held eleven 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 of stockholders on April 25, 2017, with the exception of Mr. Langford, who was not appointed to the Board until May 22, 2017. Superior’s directors are not required, but are invited, to attend the annual meeting of stockholders.

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

Any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as director at a meeting by providing written notice of such stockholder’s intent to make such nomination or nominations to the

be held 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., Southfield, MI 48033. The recommendation must include the same information as is specified in the Bylaws for stockholder nominees to be considered at an annual meeting, including but not limited to the following:

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE EQUITY RIGHTS PROPOSAL.

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,

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,

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

Stockholders may communicate with Superior’s Board, or any individual member or members of the Board, through Superior’s Corporate Secretary at Superior Industries International, Inc., 26600 Telegraph Rd., Southfield, MI 48033, with a request to forward the communication to the intended recipient or recipients. In general, any stockholder

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 role of management oversight and monitoring for the Company, or any rightbenefit of our stockholders. The Corporate Governance Guidelines set forth the practices our Board will follow with respect to, vote or direct the votingamong other areas, director

Our Code of Conduct is included on our website, www.supind.com, under “Governance,” 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 about accessingcontained on the Current ReportCompany’s website is

Superior uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on Form 8-Kthe Board. 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 other information we filecompensation arrangements and compensation policies fornon-employee directors,non-employee chairpersons, lead directors and Board Committee members. The

Ournon-employee director cash compensation program during 2017 consisted of the Series A Preferredfollowing:

Under Superior’s 2008 Equity Plan, members of the Board who were not also Superior employees were granted 3,031 RSUs on April 25, 2017, and, in light of Superior’s acquisition of Uniwheels AG in 2017,non-employee directors also received additional grants of 1,229 RSUs each on July 26, 2017. All RSUs granted in 2017 vest in full on the first anniversary of the applicable grant date.

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 Ms. Richstone,

Superior provides its stockholders with the opportunity to cast an annual advisory vote on executive compensation (a“Say-on-Pay” proposal). At Superior’s 2017 annual meeting of stockholders, approximately 91% of the votes cast on theSay-on-Pay proposal were voted in favor of the

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, with 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 you

payable with respect to all outstanding sharesApproval 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, asthis proposal requires (i) 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 ofshares represented and voting at the then-outstanding Series A Preferred Stock.

In addition, without the approval of the holders ofAnnual Meeting at which a quorum is present and (ii) that shares voting affirmatively also constitute at least a majority of the outstandingrequired quorum. If you own shares through a

The Superior Industries International, Inc. Amended and Restated 2008 Equity Incentive Plan (the “2008 Equity Plan”) was originally approved by our shareholders on May 30, 2008, replacing our 2003 Equity Incentive Plan. The 2008 Equity Plan was thereafter subsequently amended and restated and reapproved by our shareholders on May 17, 2013. The term of the 2008 Equity Plan will expire on May 30, 2018. Unless the 2018 Equity Plan (as defined below) is approved by our shareholders at the Annual Meeting, the Company will not have an equity plan in place under which it may issue awards of equity-based compensation following the expiration of the 2008 Equity Plan on May 30, 2018.

The 2008 Equity Plan has been effective in attracting and retaining highly-qualified employees andnon-employee directors and has provided an incentive that aligns the economic interests of plan participants with those of our shareholders. The 2008 Equity Plan

In addition, the 2018 Equity Plan will continue to incorporate the following compensation best practices:

We believe we have been judicious in our use of shares previously authorized by our shareholders under the 2008 Equity Plan. We closely monitor share usage and in recent years have decreased our annual

Our restated articles of capital stock ranking senior to or on parity with such seriesincorporation authorize the issuance of Preferred100,000,000 shares of Common Stock. There were 24,984,791 shares of our Common Stock issued and outstanding as of March 19, 2018, the

The major features of the Securities Exchange Act2018 Equity Plan are summarized below. The summary is qualified in its entirety by reference to the full text of 1934,the 2018 Equity Plan, which is attached to this Proxy Statement as amended (the “Exchange Act”),Appendix B.

Plan Purpose. The 2018 Equity Plan is intended to advance the interests of our shareholders by enabling

Administration. The 2018 Equity Plan is administered by the Compensation and Benefits Committee of our Board, also referred to as the “Committee” or the administrator. However, our full Board of Directors may at any time act on behalf of the Committee and serve as the administrator. The administrator has the authority to interpret the provisions of the 2018 Equity Plan; to make, change and rescind rules and regulations relating to the 2018 Equity Plan; and to change or reconcile any inconsistency in any award or agreement covering an award. To the extent consistent with applicable law, the Board has discretion to delegate its authority under the 2018 Equity Plan to a Boardsub-committee consisting of one or more executive officers (with respect to awards to participants other than executive officers) or, in connection with nondiscretionary administrative duties, to other parties as it deems appropriate.

Except in connection with equity restructurings and other situations in which share adjustments are specifically authorized, the Company, filing2018 Equity Plan prohibits the administrator from repricing any outstanding “underwater” stock option or SAR without prior approval of our shareholders. For these purposes, “repricing” includes amending the terms of an underwater option or SAR to lower the exercise price, canceling an underwater option or SAR and granting exchange replacement options or SARs having a Schedule TOlower exercise price or other forms of awards, or repurchasing the underwater option or SAR for cash.

Eligible Participants. The administrator may grant awards to any schedule, formemployee, officer, consultant or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of common stock representing more than 50% of the voting securitiesnon-employee director of the Company or its affiliates. The selection of participants will be based upon the administrator’s determination that the participant is in a position to contribute materially to our continued growth and development and to our long-term financial success. The number of eligible participants in the 2018 Equity Plan varies from year to year; currently, there are approximately 8,150 persons employed by or otherwise in the service of the Company, otherwise becomes awareincluding 8 executive officers and 8non-employee directors, who would be eligible to receive awards under the 2018 Equity Plan at the discretion of the administrator. Although not necessarily indicative of future grants under the 2018 Equity Plan, approximately 31 of our employees, officers andnon-employee directors have been granted awards under the 2008 Equity Plan (prior to the 2018 amendment and restatement) through March 19, 2018, the Record Date for the Annual

Plan are subject to aone-year minimum vesting period, provided that the consummationadministrator can permit acceleration of (a) any recapitalization, reclassificationvesting in the event of a participant’s death, disability, retirement or a change in control, and the administrator can grant awards covering no more than 5% of the commontotal shares authorized for issuance under the 2018 Equity Plan without respect to the minimum vesting requirement.

Stock Options. The administrator may grant to a participant options to purchase our Common Stock that qualify as incentive stock options for purposes of Section 422 of the Code (“incentive stock options”), options that do not qualify as incentive stock options(“non-qualified stock options”) or a resultcombination thereof. The terms and conditions of stock option grants, including the number of shares, exercise price, vesting periods, and other conditions on exercise, will be determined by the administrator.

The per share exercise price for stock options will be determined by the administrator in its discretion, but may not be less than the fair market value of the Common Stock on the date when the stock option is granted. Stock options must be exercised within a period fixed by the administrator that may not exceed ten years from the date of grant.

At the administrator’s discretion, payment for shares of Common Stock on the exercise of stock options may be made in cash, in shares of Common Stock held by the participant (including by attestation), by withholding a number of shares otherwise deliverable upon exercise of the option, or in any manner acceptable to the administrator (including one or more forms of broker-assisted “cashless” exercise).

Stock Appreciation Rights. The administrator may grant to a participant an award of SARs, which entitles the participant to receive, upon its exercise, a payment equal to (i) the excess of the fair market value of a share of Common Stock on the exercise date over the SAR exercise price, times (ii) the number of shares of Common Stock with respect to which the commonSAR is exercised. The payment upon exercise of a SAR may be made in cash, shares of Common Stock, or any combination thereof, as approved by the administrator in its sole discretion.

The per share exercise price of an SAR will be determined by the administrator in its discretion, but may not be less than 100% of the fair market value of one share of our Common Stock on the date when the SAR is granted. SARs must be exercised within

15non-employee directors may be granted awards with respect to more than 20,000 shares in the aggregate under the 2018 Equity Plan in any12-month period.

Awards generally are not transferable other than by will or the laws of descent and distribution, unless the administrator allows a participant to designate in writing a beneficiary to exercise the award or receive payment under an award after the participant’s death. However, participants may make limited transfers in connection with qualified domestic relations orders or certain gifts to immediate family members or related trusts or foundations. Transfers of awards for value are not permitted.

Adjustments

The number and kind of shares authorized for grant under the 2018 Equity Plan, the award limits, the number and kind of shares covered by each outstanding award, and the per share exercise price of each such option or SAR, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, recapitalization, combination, reclassification,spin-off, stock dividend, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company, other than a conversion of convertible securities. The Board shall make such adjustments as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction, and its determination in that respect shall be final, binding and conclusive.

Change in Control of the Company

If a change in control of our Company occurs that involves a corporate transaction, the consequences will be as described in this paragraph unless the administrator provides otherwise in an applicable employment, retention, change in control, severance, award or similar agreement.

The successor or purchaser in the change in control transaction may assume an award or provide a substitute award with similar terms and conditions, and preserving the same benefits, as the award it is replacing. If the awards are not so assumed or

prior shareholder approval (see “Administration” above). In no event may any awards be made under the 2018 Equity Plan after May 7, 2028.

Federal Income Tax Consequences

The following is a summary of the principal United States federal income tax consequences to the Company otherwise adoptingand to participants subject to U.S. taxation with respect to awards granted under the 2018 Equity Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any plancity, state or proposal forforeign jurisdiction in which a participant may reside. Plan participants should consult with their own tax advisors with respect to the liquidation, dissolution tax consequences inherent in the ownership and/or winding-upexercise of the Company;awards, and the ownership and disposition of any underlying securities.

Incentive Stock Options. A participant who is granted an incentive stock option, or

Performance Awards. Any option, SAR, award of restricted stock, award of restricted stock units or other stock-based award may be granted with performance vesting conditions. The federal income tax effects of such a performance award would be generally the same as described above for that withouttype of award.

Company Tax Deduction. To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or affiliate for which the participant performs services will generally be entitled to a corresponding federal income tax deduction, provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Code Section 280G, and is not disallowed by the $1,000,000 limitation on certain executive compensation under Code Section 162(m).

Deferred Compensation Limitations. If an award is subject to Section 409A of the Code, and if the requirements of Section 409A are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Awards granted under the 2018 Equity Plan are designed to be exempt from the application of Code Section 409A. RSUs, whether or not performance-based, granted under the 2018 Equity Plan would be subject to Section 409A unless they are designed to satisfy the short-term deferral exemption. If not exempt, such awards must be

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 outstandingrequired quorum. If you own shares through a

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, 2018. 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 Adjournment appointment is ratified, the Audit Committee, in its

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 review of the interim consolidated financial statements included in quarterly reports and for the statutory audits for certain subsidiaries located in Mexico. During 2017, we also used Ebner Stolz for certain audit services in Europe.

Audit-Related Fees. Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Superior’s consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations in connection with

2017 Tax Compliance/Preparation Fees. Consist of fees billed for professional services for tax compliance and preparation as well as tax advice and tax planning. The services comprising tax compliance and preparation include the preparation of original and amended tax returns and refund claims and tax payment planning.

The Audit Committee’s policy is Not Approved

If the Adjournment Proposal is not approvedtopre-approve all audit and permissiblenon-audit services to be provided by the Company’s stockholders,independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.Pre-approval is generally provided for up to one year and anypre-approval is detailed as to the Board may not be able to adjourn the Special Meetingparticular service or category of services and is generally subject to a later datespecific budget. The

Approval of the Adjournment Proposalthis proposal requires the affirmative vote of holders of(i) a majority of the shares represented and voting at the Annual Meeting at which a quorum is present and (ii) that shares

The following table sets forth certain information with respect to beneficial ownership of Superior common stock as of , 2017, the Record Date,March 19, 2018 for (i) the named executive officers (ii) each director and director nominee, (iii) all

Section 16(a) of the Exchange Act requires our executive 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.

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 31, 2017 under the reporting requirements of Section 16(a) of the Exchange Act, except: (i) Ellen Richstone failed to timely file a Form 3 related to her appointment as a director (occurring in October 2016); (ii) Donald Stebbins, James Sistek, Lawrence Oliver, Kerry Shiba, Shawn Pallagi, Scot Bowie and Parveen Kakar each failed to timely file a Form 4 for RSU grants (occurring in March 2017); (iii) Margaret Dano, Ellen Richstone, Francisco Uranga, Jack Hockema, James McElya, Paul Humphries, Timothy McQuay and Michael Bruynesteyn each failed to timely file a Form 4

In the first quarter of 2015, we entered into an agreement to purchase a subscription to online software provided by NGS, Inc. (“NGS”). Our Senior Vice President, Business Operations, and our Vice President of Information Technology are passive

As provided in its Committee charter, the Audit Committee is primarily responsible for the review, approval and ratification of related party transactions. As mandated by the Company’s Related Party Transactions Policy, Superior’s management is required to refer all related party transactions to the Audit Committee, including relationships and dollar values, for review and approval or ratification. Additionally, the Nominating and Corporate Governance Committee annually reviews any related party transactions involving a director when determining director independence.

The Related Party Transaction Policy defines “Related Party Transactions” as transactions between Superior and related parties in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person has or will

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

This Compensation Discussion and Analysis discusses Superior’s executive compensation structure, philosophy, decisions and results primarily for 2017 (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 2017. 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, Germany, Mexico, and Poland. Products made in our North American facilities are delivered primarily to global automotive manufacturers’ assembly operations in North America. Products made in our European facilities are delivered primarily to global automotive manufacturers’ assembly operations in Europe, although 18% of our European products are delivered to the aftermarket.