| Item 1.01. | Entry into a Material Definitive Agreement. |
Withdrawal of Nomination of Director Candidate by D.C. Capital Partners, L.P.
On May 5, 2020, Superior Industries International, Inc., a Delaware corporation (the “Company”), entered into a Nomination Withdrawal Agreement (the “Nomination Withdrawal Agreement”) with D.C. Capital Partners, L.P., a Delaware limited partnership (“D.C. Capital”), that contemplates the appointment of Raynard D. Benvenuti to the Company’s Board of Directors (the “Board”) immediately following the Company’s 2020 Annual Meeting of Stockholders (including any adjournments, postponements, reschedulings, or continuations thereof, the “2020 Annual Meeting”), but no later than July 10, 2020.
Pursuant to the Nomination Withdrawal Agreement and effective as of the Effective Time (as defined below), D.C. Capital agreed to irrevocably withdraw its notice of nomination dated January 24, 2020, as supplemented on February 3, 2020 (collectively, the “Nomination Letter”), notifying the Company as to D.C. Capital’s nomination of Mr. Benvenuti for election to the Board at the 2020 Annual Meeting, and, accordingly, its nomination of Mr. Benvenuti for election to the Board at the 2020 Annual Meeting and D.C. Capital further agreed, on behalf of itself and its affiliates, including D.C. Capital Partners, L.P., D.C. Capital Advisors, Limited, D.C.R. Partners, L.P., and Douglas L. Dethy, that (i) it will not submit any director nominations, stockholder proposals, and/or other business in connection with the 2020 Annual Meeting, and (ii) it will, subject to the satisfaction of the Voting Conditions (as defined below) as reasonably determined by D.C. Capital, cause all of its shares of the Company’s Common Stock beneficially owned, directly or indirectly, by it and/or its affiliates to be present at the 2020 Annual Meeting for quorum purposes and to be voted thereat on the Company’s proxy card or voting instruction form (A) in favor of the election to the Board of the director nominees recommended for election by the Board and against the removal of any directors whose removal is not recommended by the Board, and (B) against any nominees to serve on the Board that have not been recommended by the Board.
For purposes of the Nomination Withdrawal Agreement, the term “Effective Time” shall be deemed to occur immediately following (i) the Company’s issuance of a press release, substantially in the form previously reviewed by D.C. Capital, announcing the Board’s intention to appoint Mr. Benvenuti to the Board, and (ii) the execution of anon-disclosure agreement between the Company and Mr. Benvenuti (the “NDA”). For purposes of the Nomination Withdrawal Agreement, the term “Voting Conditions” shall mean (i) the Board immediately commences its onboarding process for Mr. Benvenuti, including to provide access to Mr. Benvenuti of all information typically shared with an incoming director during the onboarding process and information reasonably requested by him, but excluding any information to the extent required to preserve the attorney client privilege or attorney work product, and (ii) in the Company’s proxy statement relating to the 2020 Annual Meeting, the Company discloses Mr. Benvenuti as a director to be appointed to the Board on the earlier of (A) immediately following the 2020 Annual Meeting or (B) July 10, 2020, and, subject to the Board’s customary review and confirmation of his independence to serve on the committee, indicating that Mr. Benvenuti will also be appointed to the Board’s Nominating and Corporate Governance Committee.
Pursuant to the Nomination Withdrawal Agreement, the Company agreed that, within ten (10) days of the Effective Time, it will reimburse D.C. Capital for its reasonable and documented fees and expenses incurred in connection with the matters related to the preparation of the Nomination Letter and related correspondence with the Company, D.C. Capital’s engagement with the Company, and the preparation of the Nomination Withdrawal Agreement in an amount not to exceed, in the aggregate, $75,000.
The foregoing description of the Nomination Withdrawal Agreement is qualified in its entirety by reference to the complete text of the Nomination Withdrawal Agreement which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
