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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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SUPERIOR INDUSTRIES INTERNATIONAL, INC.
7800 WOODLEY AVENUE
VAN NUYS, CALIFORNIA 91406
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 2001
To the Stockholders of
SUPERIOR INDUSTRIES INTERNATIONAL, INC.:
The Annual Meeting of Stockholders of SUPERIOR INDUSTRIES INTERNATIONAL,
INC. will be held at the Airtel Plaza Hotel, 7277 Valjean Avenue, Van Nuys,
California 91406 on Friday, May 11, 2001 at 10:00 A.M. Pacific Time for the
following purposes:
(1) To elect two directors;
(2) To approve and ratify the adoption of an amendment to the Superior
Industries International, Inc. 1993 Stock Option Plan to increase
the shares available for grant thereunder by 500,000; and;
(3) To transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only stockholders of record at the close of business on March 14, 2001 are
entitled to notice of and to vote at the Annual Meeting. On any business day
from May 1, 2001 until May 11, 2001, during ordinary business hours,
stockholders may examine the list of stockholders for any purpose relevant to
the Annual Meeting at the Company's executive offices at 7800 Woodley Avenue,
Van Nuys, California 91406.
You are urged to execute the enclosed proxy and return it in the
accompanying envelope at your earliest convenience. Such action will not affect
your right to vote in person should you find it possible to attend the Meeting.
By Order of the Board of Directors
Daniel L. Levine
Secretary
Van Nuys, California
Dated: March 30, 2001
WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE MARK, SIGN, DATE AND
RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE PAID
ENVELOPE.
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SUPERIOR INDUSTRIES INTERNATIONAL, INC.
7800 WOODLEY AVENUE
VAN NUYS, CALIFORNIA 91406
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 11, 2001
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors to be used at the Annual Meeting of
Stockholders of Superior Industries International, Inc. ("Superior" or the
"Company"), to be held at the Airtel Plaza Hotel, 7277 Valjean Avenue, Van Nuys,
California 91406 on Friday, May 11, 2001 at 10:00 A.M. Pacific Time and at all
adjournments thereof. The approximate date on which Superior anticipates first
sending this Proxy Statement and form of proxy to its stockholders is March 30,
2001.
The solicitation of the proxy accompanying this statement is made by the
Board of Directors of Superior, and the cost of such solicitation will be borne
by Superior. The solicitation will be by mail, telephone, or oral communication
with stockholders.
The matters to be considered and voted upon at the Annual Meeting are set
forth in the Notice of Annual Meeting which accompanies this Proxy Statement.
A proxy for use at the Annual Meeting is enclosed. A proxy, if properly
executed, duly returned and not revoked, will be voted in accordance with the
instructions contained thereon. If the proxy is executed and returned without
instruction, the proxy will be voted FOR the election as directors of the
individuals named below and FOR the adoption of the amendment to the Superior
Industries International, Inc. 1993 Stock Option Plan. If the proxy is not
returned, your vote will not be counted. Any stockholder who executes and
delivers a proxy has the right to revoke it at any time before it is exercised,
by filing with the Secretary of Superior a written notice revoking it or a duly
executed proxy bearing a later date, or if the person executing the proxy is
present at the meeting, by voting his shares in person.
VOTING SECURITIES AND PRINCIPAL HOLDERS
There were issued and outstanding 25,888,984 shares of Superior's common
stock, par value $0.50 per share, on March 14, 2001, which has been set as the
record date for the purpose of determining the stockholders entitled to notice
of and to vote at the Annual Meeting. Each holder of common stock will be
entitled to one vote, in person or by proxy, for each share of common stock
standing in his name on the books of Superior as of the record date; votes may
not be cumulated. To constitute a quorum for the transaction of business at the
Annual Meeting, there must be present, in person or by proxy, a majority of the
issued and outstanding shares of common stock.
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The following table sets forth information known to Superior as of March 1,
2001, with respect to beneficial ownership of the Company's common stock by each
person known to the Company to be the beneficial owner of more than 5% of the
Company's common stock, by each director, by the Named Officers (as defined
under "Executive Compensation"), and by all directors and officers as a group:
AMOUNT PERCENT
BENEFICIALLY OF
OWNED CLASS
NAME AND ADDRESS(+) OF BENEFICIAL OWNER ------------ -------
Louis L. Borick 4,375,023(1)(2) 16.9%
Juanita A. Borick 2,412,813 9.3%
Private Capital Management, Inc. 1,815,292 7.0%
3003 Tamiami Trail North
Naples, FL 34103
Steven J. Borick 140,531(1)(2) *
James M. Ferguson 56,127(1)(2) *
Raymond C. Brown 22,394(1) *
Michael J. O'Rourke 20,766(2) *
R. Jeffrey Ornstein 19,050(1)(2) *
Jack H. Parkinson 14,600(1) *
V. Bond Evans 12,000(1) *
Sheldon I. Ausman 10,000(1) *
Philip W. Colburn 9,930(1) *
Superior's Directors and Officers 4,716,580(3) 18.2%
As a Group (17 persons)
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+ All persons have the Company's principal office as their address, except as
indicated.
* Less than 1%.
(1) Includes 867,176, 15,102, 12,000, 10,000, 9,000, 8,000, 8,000, 2,613 and 648
shares for Messrs. L. Borick, S. Borick, Evans, Ausman, Brown, Parkinson,
Colburn, Ornstein, and Ferguson, respectively, of which they have the right
to acquire beneficial ownership through the exercise within 60 days from the
date hereof of non-statutory stock options that have been previously
granted.
(2) Includes 28,601, 18,750, 16,137, 10,898, and 7,824 shares for Messrs.
Ferguson, O'Rourke, Ornstein, S. Borick, and L. Borick, respectively, of
which they have the right to acquire beneficial ownership through the
exercise within 60 days from the date hereof of incentive stock options that
have been previously granted.
(3) Includes 1,048,124 shares of which the directors and officers have the right
to acquire beneficial ownership through the exercise within 60 days from the
date hereof of stock options that have previously been granted. Excluding
Mr. L. Borick, the directors and officers beneficially own 341,557 shares,
or 1.3% of the class. Each of such directors and officers has sole
investment and voting power over his shares.
A COPY OF SUPERIOR'S ANNUAL REPORT ON FORM 10-K, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WILL BE FURNISHED TO ANY STOCKHOLDER WITHOUT
CHARGE ON WRITTEN REQUEST TO R. JEFFREY ORNSTEIN, VICE PRESIDENT & CFO, SUPERIOR
INDUSTRIES INTERNATIONAL, INC., 7800 WOODLEY AVENUE, VAN NUYS, CALIFORNIA 91406.
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PROPOSAL ONE
ELECTION OF DIRECTORS
One of the purposes of the Meeting is to elect two persons to Class II of
the Board of Directors in accordance with the Company's Articles of
Incorporation. Unless instructed to the contrary, the persons named in the
accompanying proxy will vote the shares for the election of the nominees named
herein to Class II of the Board of Directors as described below. Although it is
not contemplated that any nominee will decline or be unable to serve, the shares
will be voted by the proxy holders in their discretion for another person if
such a contingency should arise. The term of each person elected as a director
will continue until the director's term has expired and until his or her
successor is elected and qualified. The two persons receiving the largest number
of votes shall be elected as Class II directors. Since there is no particular
percentage of either the outstanding shares or the shares represented at the
meeting required to elect a director, abstentions and broker non-votes will have
the same effect as the failure of shares to be represented at the meeting,
except that the shares subject to such abstentions or non-votes will be counted
in determining whether there is a quorum for taking shareholder action, under
California law and the Company's Articles of Incorporation and Bylaws.
The Company's Articles of Incorporation provides that its eight directors
be divided into three classes. The term of office of those directors in Class I
expires at the 2003 Annual Meeting of Stockholders; the term of office of those
directors in Class II expires at the 2001 Annual Meeting of Stockholders; and
the term of office of those directors in Class III expires at the 2002 Annual
Meeting of Stockholders. Directors elected to succeed those directors whose
terms expire are elected for a term of office to expire at the third succeeding
annual meeting of stockholders after their election.
NOMINEES FOR DIRECTORS
Messrs. Ausman and Evans are currently serving as directors in Class II and
were elected at the 1998 Annual Meeting of Stockholders for a term of office
expiring at the 2001 Annual Meeting of Stockholders. All nominees were
recommended for re-election by the Board of Directors. The name, age and
principal business or occupation of each nominee and each of the other directors
who will continue in office after the 2001 Annual Meeting, the year in which
each first became a director of the Company, committee memberships, ownership of
equity securities of the Company and other information are shown below in the
brief description of each of the nominees and incumbent directors and in the
table following such descriptions.
Each of the following persons is nominated for election to Class II of the
Board of Directors (to serve a three-year term ending at the 2004 Annual Meeting
of Stockholders and until their respective successors are elected and
qualified). THE BOARD OF DIRECTORS RECOMMEND THAT YOU VOTE FOR THE FOLLOWING
NOMINEES:
Sheldon I. Ausman
Mr. Ausman is Managing Director -- Western Region of Valuation Research,
Inc. Prior to joining Valuation Research, Mr. Ausman was Vice Chairman of
Compensation Resource Group, Inc. (CRG), a national executive compensation and
benefits consulting firm. Prior to joining CRG in 1998, Mr. Ausman served as
Senior Vice President and Director with the international financial printing
firm of Bowne of Los Angeles. He also served with Arthur Andersen & Co. for 34
years and was managing partner of the firm's
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practice in Southern California, Honolulu and Las Vegas before his retirement.
Mr. Ausman is very active in the community and among other responsibilities
serves on the board of the Performing Arts Center of Los Angeles County and the
Autry Museum of Western Heritage. Mr. Ausman serves on the Stock Option, Audit,
Compensation and Long Range Financial Planning Committees of the Board of
Directors of the Company.
V. Bond Evans
Mr. Evans has over 35 years of domestic and international experience in
engineering, manufacturing and general management disciplines, primarily in the
aluminum industry. He graduated from General Motors Institute of Technology and
Management and began his career with General Motors Diesel Ltd. Canada. In 1960
he joined Kawneer Company Canada Limited. He became President with
responsibility for Canadian and European operations in 1968. He was named
President of the parent Company in 1970 with responsibility for worldwide
operations. Following the acquisition of Kawneer, Inc. by Alumax, Inc. (NYSE) he
held a succession of upper management positions in Alumax, becoming President
and CEO in 1991. During his career Mr. Evans served as a Director and Committee
Chairman in the Aluminum Association and the International Primary Aluminum
Institute. Mr. Evans serves on the Compensation and Stock Option Committees of
the Board of Directors of the Company.
INCUMBENT DIRECTORS
Directors in the other two classes of directors whose terms are not
currently expiring are as follows:
CLASS III -- SERVING UNTIL THE 2002 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL
THEIR RESPECTIVE SUCCESSORS ARE ELECTED AND QUALIFIED:
Louis L. Borick
Mr. L. Borick has been President and Chairman of Superior's Board of
Directors since 1957 and has been responsible for the formation of the overall
corporate policy of the Company and its subsidiaries. His son, Steven J. Borick,
is Executive Vice President of Superior and serves on Superior's Board of
Directors. Mr. L. Borick also serves as a member of the Long Range Financial
Planning Committee of the Board of Directors of the Company.
Raymond C. Brown
Mr. Brown retired from the Company in 1998 after a distinguished career
spanning thirty years of service. Mr. Brown joined the Company in 1967 and
became Senior Vice President in 1975. His duties included strategic and product
planning and involvement in all of the Company's major projects. He was directly
responsible for marketing and sales of products for original equipment
manufacturers and was also responsible for Corporate Quality.
Steven J. Borick
Mr. S. Borick, who is a son of Louis L. Borick, was appointed Executive
Vice President, effective January 1, 2000. He joined the Company in January,
1999, and was appointed Vice President, Strategic Planning on March 19, 1999. He
has been engaged in the oil exploration business for over 20 years in his
capacity as President of Texakota, Inc. and general partner of Texakota Oil Co.
Mr. S. Borick also serves on the Board of Directors of M.D.C. Holdings, Inc., a
New York Stock Exchange Company. He serves on the Long Range Financial Planning
Committee of the Board of Directors of the Company.
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CLASS I -- SERVING UNTIL THE 2003 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR
RESPECTIVE SUCCESSORS ARE ELECTED AND QUALIFIED:
Jack H. Parkinson
Mr. Parkinson has more than 50 years experience in the automotive industry.
He retired from Chrysler Corporation after 24 years in its international
organization. He was Managing Director of Chrysler's Mexico operations from 1974
to 1982 and was Executive Vice President of Sunroad Enterprises, an entity
involved in real estate development, banking and car dealerships, from 1983 to
1994. He serves on the Audit, Long Range Financial Planning and Compensation
Committees of the Board of Directors of the Company.
Philip W. Colburn
Mr. Colburn has more than 30 years experience in the automotive industry.
He currently is the Chairman of Allen Telecom, Inc., a New York Stock Exchange
listed manufacturer of wireless equipment to the global telecommunications
industry. He has held his current position since March 1988 and has served as a
member of the Board of Directors of Allen since 1975. Mr. Colburn serves on the
Stock Option, Audit and Long Range Financial Planning Committees of the Board of
Directors of the Company. Mr. Colburn is also a Director of Earl Scheib, Inc.,
and TransPro, Inc.
R. Jeffrey Ornstein
Mr. Ornstein, a certified public accountant, joined the Company in June
1984 as Vice President, Finance and Treasurer and is Chief Financial Officer of
the Company. He became Vice President and CFO in 1995. Mr. Ornstein serves as an
ex officio member on the Long Range Financial Planning Committee of the Board of
Directors of the Company.
The names of, and certain information with respect to, the nominees and the
incumbent directors are as follows:
FIRST
ELECTED
NAME AGE PRINCIPAL OCCUPATION AS A DIRECTOR
---- --- -------------------- -------------
NOMINEES
Sheldon I. Ausman 67 Managing Director -- Western 1992
Region, Valuation Research, Inc.
V. Bond Evans 64 Retired President and CEO, 1994
Alumax Inc.
INCUMBENTS
Louis L. Borick 77 President and Chairman of the 1957
Board
Raymond C. Brown 72 Retired Senior Vice President 1972
Steven J. Borick 48 Executive Vice President 1981
Jack H. Parkinson 71 Retired Executive Vice 1983
President,
Sunroad Enterprises
Philip W. Colburn 72 Chairman, Allen Telecom, Inc. 1991
R. Jeffrey Ornstein 58 Vice President & CFO 1991
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COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 2000, the Board of Directors of the Company held five regularly
scheduled meetings. Each of the directors attended at least 75% of the aggregate
number of meetings of the Board of Directors and meetings of the committees of
the Board on which he served. In addition to meeting as a group to review the
Company's business, certain members of the Board of Directors also devote their
time and talents to certain standing committees. Significant committees of the
Board of Directors of the Company and the respective members are set forth
below.
The Audit Committee is presently comprised of Sheldon I. Ausman, Jack H.
Parkinson and Philip W. Colburn. The Audit Committee met twice during 2000.
Certain members also met telephonically with the Company's outside auditors on
three additional occasions.
The Stock Option Committee administers the Company's stock option plans. It
is presently comprised of Sheldon I. Ausman, Philip W. Colburn and V. Bond
Evans. The Stock Option Committee met four times during 2000.
The Compensation Committee reviews and approves the non-stock compensation
for the Company's officers and key employees. The committee consists of Sheldon
I. Ausman, V. Bond Evans and Jack H. Parkinson. The Compensation Committee met
once during 2000. See "Compensation Committee Report" located elsewhere in this
Proxy Statement.
The Long Range Financial Planning Committee reviews the Company's long-term
strategic financial objectives and the methods to accomplish them. The committee
consists of Steven J. Borick, Sheldon I. Ausman, Louis L. Borick, Philip W.
Colburn, Jack H. Parkinson and R. Jeffrey Ornstein as an ex officio member. The
Long Range Financial Planning Committee met once during 2000.
The Company does not have a standing nominating committee.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Superior's main office and manufacturing facilities located at 7800 Woodley
Avenue, Van Nuys, California, are leased from Mr. L. Borick and Juanita A.
Borick. One of the two buildings on the property is a casting plant containing
approximately 85,000 square feet and the other is a combined office,
manufacturing and warehouse structure. The offices comprise approximately 24,000
square feet and the manufacturing and warehouse area 236,000 square feet. During
fiscal 2000, Superior paid $1,335,048 in rentals under the lease.
Superior leases the plant and office facilities at 14721 Keswick Street,
Van Nuys, California from Keswick Properties, owned jointly by Steven J. Borick,
a director and officer of the Company, and two other of Mr. L. Borick's
children. During fiscal 2000, Superior paid Keswick Properties $292,102 in
rentals under the lease.
The Company believes that the terms of the above mentioned lease agreements
are as favorable to the Company as those obtainable from an unaffiliated third
party.
EMPLOYMENT AGREEMENTS
On January 1, 1994, Superior renewed its employment agreement with Mr. L.
Borick. The agreement provides for a five-year evergreen term, an annual base
compensation, use of a company automobile, life insurance and other customary
employee benefits. Mr. L. Borick's annual base salary in effect as of January 1,
1996 is $1,000,000. The Company provides life insurance under a split dollar
arrangement with Mr. Borick for
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a face value of $2,500,000. The agreement also provides, in the event of Mr. L.
Borick's death or disability during the employment term, for a payment over 60
months of the balance of Mr. L. Borick's compensation under the agreement at the
time of his death or disability. Upon an early termination of the agreement or
Mr. L. Borick's retirement, he will receive one-twelfth of his annual base
compensation during each of the ensuing 60 months and one-half such amount
during each of the 120 months following. See "Compensation Committee Report"
located elsewhere in this Proxy Statement for more discussion regarding Mr. L.
Borick's compensation.
RETIREMENT BENEFITS
The Company entered into agreements with its directors and executive
employees which provide for Superior to pay to the individual, upon his
retirement after having reached his specified vesting date, or in the event of
his death while in the employ of the Company prior to retirement, a monthly
retirement benefit up to 30% of his final average compensation over the
preceding 36 months. Such payments are to continue through the later of 120
months or, if subsequent to his retirement, the individual's death.
COMPENSATION OF DIRECTORS
During 2000, all non-employee directors of the Company were each
compensated $25,000 for services as directors and $500 for each committee
meeting attended. Management members of the Board of Directors are not
compensated for their service as directors.
PROPOSAL TWO
APPROVAL OF AN AMENDMENT TO THE 1993 STOCK OPTION PLAN
The Company's 1993 Stock Option Plan (the "1993 Plan") was initially
adopted by the Board of Directors on March 10, 1993, and approved by the
stockholders on May 21, 1993. The purpose of the 1993 Plan is to strengthen the
Company by providing additional means of retaining and attracting competent
management personnel by providing to participating directors, officers and key
employees who render valuable services to the Company added incentive for high
levels of performance and for unusual efforts to increase the earnings of the
Company. The use of stock options as supplements to other forms of compensation
paid by the Company is desirable to secure for the Company and its stockholders
the advantages of stock ownership by plan participants, upon whose efforts,
initiative and judgment the Company is largely dependent for the successful
conduct of its business.
As of March 1, 2001, only 160,988 shares remained available for future
grants to directors, officers and key employees under the 1993 Plan. Based on
the Board's estimate of projected future needs for option grants, the Board
believes 500,000 shares should be added to the 1993 Plan, thereby preserving the
benefits of the 1993 Plan to the Company and its shareholders. Accordingly, the
Board of Directors, on March 21, 2001, unanimously approved a 500,000 share
increase to shares available for grant under the 1993 Plan. No other amendments
to the 1993 Plan are being proposed.
The amendment to the 1993 Plan is subject to the affirmative vote of at
least a majority of the outstanding shares of the common stock present and
voting at the Annual Meeting together with the majority of the voting power of
the required quorum.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF
AMENDING THE 1993 PLAN BY INCREASING BY 500,000 SHARES THE MAXIMUM SHARES
AVAILABLE FOR GRANT.
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Certain features of the 1993 Plan are summarized below. The summary,
however, does not purport to be a complete description of the 1993 Plan. A copy
of the 1993 Plan, as currently in effect, may be obtained by a stockholder,
without charge, upon request to R. Jeffrey Ornstein, Vice President & CFO,
Superior Industries International, Inc., 7800 Woodley Avenue, Van Nuys,
California 91406.
Administration. The 1993 Plan will be administered by a Stock Option
Committee (the "Committee") appointed by the Board of Directors. The Committee
will consist of two non-employee directors, each of whom is a "disinterested
person," within the meaning of Rule 16b-3 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
Participation. Directors, officers and key employees of the Company, or of
any corporation of which 50% or more of the total combined voting power of all
classes of stock is owned directly or indirectly by the Company (a
"subsidiary"), shall be eligible for selection to participate in the 1993 Plan.
Subject to the express provisions of the 1993 Plan, the Committee shall
determine from this eligible class the individuals who shall receive options,
the terms and provisions of the respective option agreements (which need not be
identical), the times at which such options shall be granted, and the number of
shares subject to each option. Such options shall be granted by the Committee.
An individual who has been granted an option may, if he is otherwise eligible,
be granted an additional option or options if the Committee shall so determine.
Such options may be granted in lieu of outstanding options previously granted
under this 1993 Plan or may be in addition to such options. The Committee shall
have discretion to determine whether options granted under the 1993 Plan shall
be options intended to qualify as "incentive stock options" under Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code") or non-statutory
options.
Option Price. The option price under the 1993 Plan is to be not less than
100% of the fair market value of the common stock on the date the option is
granted, which is to be the date on which the Committee awards the option. The
purchase price of any shares purchased upon exercise of an option is to be paid
in full in cash at the time of such exercise. On March 1, 2001, the closing
price on the New York Stock Exchange of a share of common stock underlying the
options granted under the 1993 Plan was $36.04.
Option Period. Each option and all rights or obligations thereunder are to
expire on such date as the Committee may determine, but not later than the day
immediately preceding the tenth anniversary of the date on which the option is
granted. Options granted under the 1993 Plan are to be subject to earlier
termination as described below.
Termination of Employment or Services Rendered. If an option holder who is
an employee ceases to be employed by the Company or any subsidiary for any
reason (other than death), including retirement, any option or unexercised
portion thereof is to expire unless exercised within one (1) month of the date
on which he ceases to be an employee, and in any event no later than the date of
expiration of the option period. If an option holder is not an employee but is a
director of the Company or any subsidiary, his option is to expire upon
termination of association with the Company, or upon earlier termination
pursuant to the 1993 Plan.
Acceleration of Outstanding Options. In the event of one or more of the
following transactions ("Corporate Transactions"): (i) a merger in which the
Company is not the surviving entity (except for a transaction the principal
purpose of which is to change the State of the Company's incorporation), (ii)
the sale or other disposition of all or substantially all of the assets of the
Company, or (iii) if granted to the participant by the Committee, (a) any other
corporate reorganization or business combination in which 25% or more of the
Company's outstanding voting stock is transferred to different holders in a
single transaction or a series of related transactions, or (b) if the majority
of any class of directors become comprised of individuals who were not either
nominated by the then existing Board of Directors or had not been appointed by
the then
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existing Board of Directors, each outstanding option will become immediately
exercisable for up to the full number of shares covered by the option. In no
event will any option be accelerated if the terms of the Corporate Transaction
require each outstanding option to be assumed by the successor corporation or to
be replaced by a comparable option to purchase shares of the successor
corporation. Upon the consummation of the Corporate Transaction, all outstanding
options will, to the extent not exercised or assumed, terminate and cease to be
exercisable.
Duration and Amendment of the 1993 Plan. The 1993 Plan shall remain in
effect until terminated by the Committee; provided that no options may be
granted after March 10, 2003. The Board of Directors may amend or suspend the
1993 Plan at any time; provided that an amendment which (i) materially increases
the maximum shares available for grant under the 1993 Plan, (ii) changes the
minimum exercise price of an option (provided, however, that the Committee may
cancel and regrant at a lower price all or any options granted under the 1993
Plan), (iii) materially modifies the requirements as to eligibility for
participation in the 1993 Plan, or (iv) materially increases the benefits
accruing to participants under the 1993 Plan must be approved by the affirmative
vote of the holders of a majority of securities of the Company present, or
represented, and entitled to vote at a meeting duly held in accordance with the
applicable law.
EXECUTIVE COMPENSATION
The following table shows information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
1998 through 2000 of those persons who were, at December 31, 2000, (i) the chief
executive officer and (ii) the other four most highly compensated executive
officers of the Company (the "Named Officers").
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION -
ANNUAL COMPENSATION(1) NUMBER OF
FISCAL ----------------------- STOCK OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS GRANTED COMPENSATION(2)
--------------------------- ------ ---------- ---------- -------------- ---------------
Louis L. Borick 2000 $1,000,001 $2,519,000 -0- $97,429
President and Chairman of the 1999 1,000,001 2,203,000 -0- 4,800
Board 1998 1,000,001 1,734,000 250,000 10,347
R. Jeffrey Ornstein 2000 $ 230,006 $ 200,000 5,000 $ 5,102
Vice President & CFO 1999 225,607 200,000 5,000 4,800
1998 221,209 200,000 5,000 3,705
Steven J. Borick(3) 2000 $ 248,094 $ 150,000 60,000 $ 1,701
Executive Vice President 1999 133,166 125,000 35,000 722
1998 -0- -0- -0- -0-
James M. Ferguson 2000 $ 199,992 $ 110,000 7,500 $ 5,101
Vice President, OEM Marketing 1999 194,210 110,000 5,000 4,800
Group 1998 187,874 100,000 5,000 3,233
Michael J. O'Rourke 2000 $ 135,794 $ 130,000 7,500 $ 4,717
Vice President, OEM Program 1999 127,234 125,000 5,000 4,428
Administration 1998 122,652 100,000 5,000 2,768
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(1) While the executive officers enjoy certain perquisites, such perquisites do
not exceed the lesser of $50,000 or 10% of such officer's salary and bonus,
and, accordingly, are not reflected on this table.
(2) These amounts represent the Company's contributions to the employee
retirement savings plans covering substantially all of its employees. The
contribution for Mr. L. Borick was $5,109. Mr. L. Borick also
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received $69,216 in reimbursement of premiums paid for life insurance under
a split dollar arrangement with the Company, and $23,104 in non-cash
benefits for the use of corporate automobiles and aircraft.
(3) Mr. S. Borick joined the Company in January, 1999.
OPTION GRANTS
The following table shows information on grants of stock options during the
fiscal year 2000 to the Named Officers.
POTENTIAL REALIZABLE VALUE
PERCENTAGE OF AT ASSUMED ANNUAL RATES OF
TOTAL OPTIONS STOCK PRICE APPRECIATION FOR
GRANTED TO OPTION TERM(3)
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION -----------------------------
NAME GRANTED(1) FISCAL 2000 PER SHARE(2) DATE 5% 10%
---- ---------- -------------- --------------- ----------- ------------- -------------
R. Jeffrey Ornstein........... 5,000 1.8% $28.00 9/20/10 $ 88,045 $ 223,124
Steven J. Borick.............. 60,000 22.12% 28.00 9/20/10 1,056,543 2,677,487
James M. Ferguson............. 7,500 2.8% 28.00 9/20/10 132,068 334,686
Michael J. O'Rourke........... 7,500 2.8% 28.00 9/20/10 132,068 334,686
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(1) All options granted are exercisable in cumulative equal installments
commencing one year from date of grant, with full vesting on the fourth
anniversary date. Vesting may be accelerated in certain events relating to
the change of the Company's ownership or certain corporate transactions.
(2) All stock options were granted at market value (closing price on the New
York Stock Exchange -- Composite Transactions of the Company's common
stock) on the date of grant.
(3) Reported net of the option exercise price. These amounts represent certain
assumed rates of appreciation only. Actual gains, if any, on stock option
exercises are dependent on the future performance of the common stock,
overall stock conditions, as well as the option holders' continued
employment through the vesting period. The amounts reflected in this table
may not be indicative of the value that will actually be achieved or
realized.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table shows information with respect to stock options
exercised during fiscal year 2000 and unexercised options to purchase the
Company's common stock for the Named Officers.
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED,
OPTIONS HELD AT IN-THE-MONEY OPTIONS
SHARES DECEMBER 31, 2000 AT DECEMBER 31, 2000(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
Louis L. Borick......... -0- $ -0- 875,000 125,000 $5,355,000 $750,000
R. Jeffrey Ornstein..... -0- -0- 28,750 12,500 278,913 77,588
Steven J. Borick........ -0- -0- 19,750 86,250 183,768 401,513
James M. Ferguson....... 8,301 230,851 28,499 14,500 348,101 82,023
Michael J. O'Rourke..... 2,016 54,674 18,000 14,500 206,328 82,023
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(1) Represents the difference between the market value on the date of exercise
and the option exercise price.
(2) Represents the difference between the market value at December 31, 2000 and
the option exercise price.
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AUDIT FEES
The aggregate fees paid by the Company to its outside auditors for the
annual audit and reviews of the quarterly financial statements during the year
ending December 31, 2000 were $171,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
There were no fees paid by the Company for information technology services
rendered by the Company's outside auditors during the year ending December 31,
2000.
ALL OTHER FEES
The aggregate fees paid by the Company for all other services provided by
the Company's outside auditors during the year ending December 31, 2000 were
$80,000.
AUDIT COMMITTEE REPORT
On May 12, 2000, the Board of Directors adopted a written charter for the
Audit Committee, a copy of the charter is attached to this proxy statement as
Appendix "A". Each member of the Company's Audit Committee meets the
independence requirements set by the New York Stock Exchange. The Audit
Committee's report follows:
The Audit Committee reviewed and discussed the audited consolidated
financial statements of the Company with management of the Company. In addition,
the Audit Committee discussed with Arthur Andersen LLP, the independent auditors
for the Company, the matters required to be discussed by Statement on Accounting
Standards No. 61 (Communications with Audit Committees). The Audit Committee
also received and discussed with Arthur Andersen LLP the matters required by
Independence Standards Board Standard No. 1 (Independence Discussions with Audit
Committees), including the independence of Arthur Andersen LLP.
Based upon these reviews and discussions, the Audit Committee recommended
to the Board of Directors that the audited consolidated financial statements be
included in the Annual Report on Form 10-K filed with the Securities and
Exchange Commission.
AUDIT COMMITTEE:
Sheldon I. Ausman
Jack H. Parkinson
Philip W. Colburn
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COMPENSATION COMMITTEE REPORT
The Compensation Committee (the "Committee"), as currently constructed, is
comprised of Messrs. Ausman, Evans and Parkinson, individuals who have never
been employees of the Company. Its responsibility is to develop and make
recommendations to the full Board with respect to executive compensation. Also,
the Compensation Committee establishes the annual compensation of the Company's
President and Chief Executive Officer ("CEO") and reviews the compensation
policy related to the Company's other executive officers. Its executive
compensation philosophy is to set levels of overall compensation that will allow
the Company to successfully compete for exceptional executives, to tie part of
each executive's compensation to the success of the Company in attaining its
short and long-term objectives, and to recognize individual effort and
achievement.
The Committee considers the competitiveness of overall compensation,
solely, and evaluates the performance of the executive officers and adjusts
salaries accordingly. For individuals other than the CEO, adjustments are made
based on subjective recommendations of the CEO to the Committee of the
individual executive's performance and also take into account the profitability
of the Company but without regard to a specified formula. The Committee believes
these criteria for salary adjustments are in accordance with sound overall
compensation guidelines.
Pursuant to this philosophy, the Committee reviews published compensation
surveys covering a wide array of public companies, both larger and smaller than
the Company. Periodically it reviews the compensation paid and to be paid to
each of the Company's executive officers and receives an evaluation of their
performance from the Company's CEO. The Company's CEO has an employment contract
which is discussed under "Employment Agreements."
The compensation surveys utilized for CEO compensation are published in
national magazines and contain certain of the companies comprising the peer
group (see "Common Stock Performance Graph") but include a variety of other
public companies. Compensation levels for the CEO were not solely based by
reference to peer company compensation levels.
The Committee does not specifically target a level of compensation relative
to comparative compensation data collected for the CEO or other executive
officers, but rather refers to this data for subjective review and confirmation
of reasonableness of salaries paid to executives.
In 1994, the Board of Directors and the stockholders approved an Incentive
Bonus Plan (the "Bonus Plan") for Mr. L. Borick, the Company's CEO. The purpose
of the Bonus Plan is to provide Mr. Borick an additional incentive to continue
the extraordinary efforts, initiative and judgment he has exercised on behalf of
the Company and its stockholders by establishing his yearly bonus on a specific
formula basis. Under the Bonus Plan, the amount of Mr. Borick's annual bonus
will equal 2.0% of the Company's annual income before income taxes and before
deducting any annual awards under the Bonus Plan or any other executive
incentive arrangements. However, if such annual income does not equal at least
90% of the planned level for the year, as approved by the Compensation
Committee, the 2.0% figure will be reduced to 1.8%, ranging down to 1.0% at 70%
of the planned level. In no event, however, will Mr. Borick's annual bonus under
the Bonus Plan be less than 1.0% of annual income, as defined.
The Compensation Committee administers the Bonus Plan and determines the
amount payable under it in accordance with its terms. The Compensation Committee
has the right to amend or terminate the Bonus Plan at any time. The 2000 bonus
paid to Mr. Borick pursuant to the Plan was $2,519,000.
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The Omnibus Budget Reconciliation Act of 1993 ("the Act") enacted in August
1993 limits the deductibility by the Company of the annual compensation paid
over $1,000,000 to the Named Officers, unless such compensation was
"performance-based," as defined in the Act. The intent of the Compensation
Committee is that compensation paid under the Bonus Plan will qualify as
performance-based compensation under the Act.
The overall amount of the bonus pool is approximately 5.5% of pre-tax
income. The pool is utilized for all employee bonuses including the Bonus Plan
for the CEO. The determination as to the portion of the bonus pool awarded to
each executive, other than the CEO, is entirely subjective and discretionary
based on an evaluation of their performance and contribution for the year. The
Committee approved the establishment of the pool and the amount; and individual
bonus awards, other than for the CEO, are based on recommendations of the CEO
and reviewed and approved by the Committee.
The stock option awards to each executive are determined subjectively based
on an evaluation of their performance and contribution to the Company and also
take into account the relative financial performance of the Company without
regard to any specified formula.
Base salaries are generally reviewed no sooner than every 12 to 18 months
and adjusted when deemed necessary. The last salary review for each of the Named
Officers is as follows: Mr. L. Borick (December 11, 1995), Mr. Ornstein (July 1,
1999), Mr. Ferguson (January 1, 2000), Mr. S. Borick (January 1, 2001) and Mr.
O'Rourke (January 15, 2000).
The foregoing report has been furnished by --
Sheldon I. Ausman
V. Bond Evans
Jack H. Parkinson
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COMMON STOCK PERFORMANCE GRAPH
The following graph compares the five year cumulative total return of the
Company's common stock to that of the Dow Jones Equity Market Index and the Dow
Jones Automobile Parts and Equipment Excluding Tire and Rubber Makers Index.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
SUPERIOR INDUSTRIES DOW JONES EQUITY MARKET DOW JONES INDUSTRY GROUP
INTERNATIONAL, INC. INDEX INDEX
------------------- ----------------------- ------------------------
1995 100.00 100.00 100.00
1996 88.44 122.02 117.81
1997 103.61 160.84 151.33
1998 108.67 200.88 149.56
1999 106.11 246.53 153.43
2000 107.66 223.68 112.04
- ---------------
* Assumes that the value of the investment in Superior Industries common stock
and each Index was $100 on December 31, 1995, and that all dividends were
reinvested.
STOCKHOLDER PROPOSALS FOR THE 2002 ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals complying with appropriate Securities and Exchange
Commission and proxy rules to be presented at the 2002 Annual Meeting of
Stockholders must be received at the Company's executive offices at 7800 Woodley
Avenue, Van Nuys, California 91406 by November 30, 2001 in order to be included
in the Company's Proxy Statement and form of proxy relating to that meeting.
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OTHER MATTERS
Management does not know of any matters to be presented to the Meeting
other than those described above. However, if other matters properly come before
the Meeting, it is the intention of the persons named in the accompanying proxy
to vote said proxy in accordance with their judgment on such matters, and
discretionary authority to do so is included in the proxy.
Management has not selected or recommended any auditors for the forthcoming
year. Management believes that this decision is premature at this time although
it expects to retain Arthur Andersen LLP as the Company's auditors for 2001. A
representative of Arthur Andersen LLP is expected to be present at the Meeting
and available to respond to appropriate questions.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Superior's
officers and directors, and persons who beneficially own more than 10% of a
registered class of Superior's equity securities, to file reports of beneficial
ownerships and changes in beneficial ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission and the New York Stock Exchange. Officers,
directors and greater than 10% beneficial owners are required by SEC regulation
to furnish Superior with copies of all Forms 3, 4 and 5 that they file. Based
solely on Superior's review of the copies of such forms it has received and
written representation from certain reporting persons confirming that they were
not required to file Forms 5 for specified fiscal years, Superior believes that
all its officers, directors and greater than 10% beneficial owners complied with
all filing requirements applicable to them with respect to transactions during
fiscal year 2000.
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
By: Louis L. Borick, President and
Chairman of the Board
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APPENDIX A
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
The Board of Directors (the "Board") of Superior Industries, Inc.,
("Superior" or "the Company") previously established an Audit Committee. This
Charter of the Audit Committee (the "Charter") restates the authority,
responsibilities and specific duties of the Company's Audit Committee (the
"Committee"). This Charter is to be reviewed, and if appropriate, approved by
the Board at least annually.
Primary responsibility for Superior's financial reporting and internal
controls is vested in Management. In performing its designated functions,
described herein, the Committee shall not assume or diminish Management's
responsibility for the content of the Company's financial statements or for
other financial information disseminated by the Company.
ORGANIZATION
A. Composition
The Committee shall be composed of three or more directors designated by
the Board. Preferably, at least one member of the Committee shall have
experience in accounting or financial management. Whenever possible, the
terms of the members of the Committee should be staggered to enhance the
continuity of the Committee. The members of the Committee shall be outside
directors who are free from any relationship with the Company that would
interfere with the exercise of their independence from management and the
Company. Examples of relationships that are deemed to interfere with the
exercise of independent judgement include:
- a director being employed by the Company or any of its affiliates for the
current year or any of the past three years;
- a director accepting any compensation from the Company or any of its
affiliates other than compensation for board service or benefits under a
tax-qualified retirement plan;
- a director being a member of the immediate family of an individual who
is, or has been in any of the past three years, an executive officer of
the Company or any of it's affiliates;
- a director, either individually, or by being a partner in, or a
controlling shareholder or an executive officer of, any for-profit
business organization with which the Company has a commercial,
industrial, banking, consulting, legal, accounting or other relationship
(each a "Business Relationship") unless the Board determines in its
business judgment that the particular Business Relationship does not
interfere with the director's exercise of independent judgment; and
- a director being employed as an executive officer of another company
where any of the Company's executive officers is a member of that
company's compensation committee.
A director who is no longer an employee of the Company or who is an
immediate family member of a former executive officer of the Company, but
is not considered independent pursuant to the three year limitations set
for the above, may be appointed to the Committee, if the Board, under
exceptional and limited circumstances, determines in its business judgment
that membership on the Committee by the individual is required in the best
interests of the Company and its stockholders, and the Board discloses,
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in the next annual proxy statement subsequent to such determination, the
nature of the relationship and the reasons for that determination.
Committee members are not expected to be experts in the fields of
accounting, auditing or SEC disclosure requirements. However, at least one
member of the Committee is to have accounting or related financial
management expertise as determined by the Board in its business judgment.
Committee members backgrounds should enable them to evaluate the
information provided to them and ask relevant questions, when appropriate,
to facilitate their understanding of such information.
B. Access and Resources
The Committee is to have unrestricted access to Superior's personnel and
records and to the Company's external auditors and is to be given or have
available to it the resources necessary to discharge its responsibilities.
C. Meetings
The Committee is to meet on a regular basis, and may call special meetings
as required. A quorum of the Committee shall consist of a simple majority.
D. Minutes
Minutes of each meeting are to be prepared and given to Committee members.
A permanent file of approved minutes is to be maintained by the individual
designated as secretary for the Committee.
E. Reporting to the Board
The Committee shall report to the Board regarding its activities.
F. Indemnification
Each Committee member is entitled to indemnification by the Company to the
maximum extent permitted by California law, the Company's Certificate of
Incorporation, By-laws and resolutions of the Company's Board.
G. Compensation and Expense Reimbursement
The Committee shall be compensated for meeting attendance at a rate
determined by the Board. Travel and other out-of-pocket expenses incurred
by Committee members in connection with such meetings, shall be documented
and reimbursed by Superior in accordance with the Company's expense
reimbursement policies.
FUNCTIONS -- EXTERNAL AUDIT MATTERS
A. Review Independence of External Auditors
The Committee is to review the independence of the external auditors,
including relationships that might influence the independence or
objectivity of the external auditors. The Committee shall review the
selection of the external auditors and the fee with the Company's
President, Chief Financial Officer and the Manager of Audit Services.
Periodically prior to completion of each annual audit, the Committee
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shall obtain a formal written statement from the external auditors that
describes all relationships between the external auditors and the Company.
The Committee is responsible for engaging in an active dialogue with the
external auditors concerning any relationships or services disclosed in the
statement that may impact the objectivity or independence of the outside
auditors and for recommending that the Board take appropriate action in
response to the external auditors' statement necessary to satisfy the Board
of the external auditors' independence.
B. Review Annual Audit Plan
The Committee is to discuss with the Company's external auditors the
overall approach to, and scope of, the audit examination with particular
attention focused on those areas where any of the Committee, the Board,
Management or the external auditors believe special emphasis is desirable
or necessary. This review is to include a discussion of the effect of
significant changes in accounting principles, auditing standards and SEC
reporting requirements on the scope of the audit.
C. Review Results of the Annual Audit
The Committee is to review the results of the annual audit. The Committee
is to discuss the annual report on Form 10-K and other financial reports
prepared by Management filed with the SEC, the New York Stock Exchange or
sent to stockholders, and the results of the audit with the Company's
external auditors and Management. The following illustrates some of the
topics that may be discussed:
- the nature and resolution of any significant or unusual accounting and
auditing issues encountered during the examination;
- the nature of any significant adjustments, reclassifications, or
additional disclosures proposed by the auditors that are currently
significant or may become significant in the future;
- the adequacy of financial statement disclosures;
- the nature and impact of any change in accounting policies or principles
during the year, including a review of any report on the application of
accounting principles obtained from other accountants;
- the reasons for major fluctuations in financial statement balances
(current year compared to prior years);
- unusual circumstances or situations reflected in the financial
statements, including identification of any loss or marginal operation;
- the nature of any unusual or significant commitments or contingent
liabilities, together with the underlying assumptions and estimates of
Management;
- significant differences between the annual report and other reports, such
as reports to regulatory agencies;
- significant differences in format or disclosure from others in the
industry;
- the auditors' observations on internal accounting controls; and
- significant variations in audit scope that arose in the course of the
examination.
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D. Review of Recommendations for Improvements
The Committee is to discuss with the external auditors their perception of
strengths and weaknesses in the system of internal controls including their
recommendations for improvements and proposed timetable for implementation.
E. Quarterly Reviews and Discussions
The Committee is to be notified by Management prior to the filing of any
report to a regulatory body whenever a significant event, transaction or
change in accounting principles occurs. At the Committee's discretion, a
quarterly teleconference, including top management, the external auditors,
and the internal auditor, is to be held to review quarterly financial
results.
F. Review Second Opinion Issues
The Committee is to be notified by Management whenever a second opinion is
sought from an independent public accountant.
G. Review Management Representation Letters
The Committee is to periodically review management representation letters
given to the external auditors and may inquire of (i) Management as to any
difficulties encountered in preparing the letter; and (ii) the external
auditors as to any difficulties encountered in obtaining the letter.
FUNCTIONS -- FINANCIAL REPORTING MATTERS
A. Related Party and Major Transactions
The Committee is to review material transactions, contracts and other
agreements and their effects on the financial statements. In addition,
Management is to inform the Committee of all related party transactions,
including relationships and dollar volume (if applicable).
B. Status of Income and Other Tax Reserves and Significant Disputes with Taxing
Authorities
The Corporate Secretary and Treasurer or the Chief Financial Officer are to
report to the Committee on the status of all income and other tax reserves
and deferrals and will update the Committee about new or ongoing disputes
with taxing authorities.
C. Other Significant Reserves
The Committee is to inquire of Management as to the existence of and
reasons for any other significant accounting accruals, reserves or
estimates that have or may have a material impact on the financial
statements.
D. Accounting Policies and Policy Decisions
The Committee is to review any significant new accounting policies and
policy decisions and other significant reporting issues, such as
significant changes in accounting estimates made by Management and shall be
informed of the reasons for such policies and interpretations.
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FUNCTIONS -- INTERNAL AUDITING MATTERS
A. Personnel Decisions
The Committee is to review all personnel decisions regarding the Audit
Services Department including, but not limited to, hiring, termination and
compensation arrangements.
B. Audit Services Functions
The Committee is to periodically review the functions and goals of the
Audit Services Department and may review its findings with Management.
Possible topics include:
- proposed audit programs and their relationships to the external audit;
- proposed scope of any special projects or investigations;
- reports generated by the Audit Services Department, particularly as they
relate to the system of internal controls, including perceived strengths
and weaknesses, recommendations for improvement and proposed timetable
for implementation. Where appropriate, these reviews may include members
of Management so that the Committee can better assess the quality of the
reports and recommendations prepared by Audit Services; and
- at least annually, the Committee is to review and if appropriate, approve
the general goals set forth by the Audit Services Department for the
coming year. This review is also to encompass the anticipated schedule of
audits for the upcoming year.
FUNCTIONS -- OTHER MATTERS
A. Review of Regulatory Reports
The Committee is to review with Management all significant reports sent to
regulatory agencies, including all SEC reports.
B. Notification of Management Fraud or Other Serious Breakdowns in Internal
Control
The Committee is to be informed immediately by Management or the Audit
Services Department, as appropriate, of any perceived or proven Management
fraud or other serious breakdowns in internal control. Upon being informed
by Management or the Audit Services Department of such a situation, the
Committee shall:
- inform the Board; and
- oversee and approve Management's response to the situation.
C. Report of Audit Committee
The Committee is to prepare the Committee report to be included in the
Company's annual proxy statement in accordance with SEC regulations.
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D. New York Stock Exchange Information
The Committee is to review and if appropriate, approve the annual written
affirmation to be provided to the New York Stock Exchange, including the
following matters:
- any determination of the Board regarding the independence of members of
the Committee pursuant to the standards set forth in this Charter;
- the financial literacy of members of the Committee;
- the determination that at least one member of the Committee has
accounting or related financial management expertise; and
- the annual review and assessment of the adequacy of this Charter.
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PROXY
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS -- MAY 12, 2000
The undersigned hereby appoints R. JEFFREY ORNSTEIN and DANIEL L. LEVINE,
and each of them, the attorney, agent and proxy of the undersigned, with full
power of substitution, to vote all stock of SUPERIOR INDUSTRIES INTERNATIONAL,
INC., which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of said corporation to be held at the Airtel Plaza Hotel, 7277
Valjean Avenue, Van Nuys, CA 91406 on Friday, May 12, 2000 at 10:00 A.M., and at
any and all adjournments thereof, as fully and with the same force and effect as
the undersigned might or could do if personally thereat.
THE PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO
SPECIFICATION IS INDICATED, THE PROXY WILL BE VOTED FOR THE ELECTION OF ALL
NOMINEES AS DIRECTORS.
(continued on backside)
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FOLD AND DETACH HERE
25
Please mark [X]
your votes as
indicated in
this example.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY. THE
BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.
FOR
all nominees WITHHOLD
listed below AUTHORITY
(except as to vote for
indicated to the all nominees
contrary below) listed below
1. The election of directors [ ] [ ]
Nominees: Jack H. Parkinson
Phillip W. Colburn
R. Jeffrey Ornstein
(Instructions: To withhold authority to vote for any individual nominee,
write that nominee's name in the space provided below.)
________________________________________________________________________________
If you expect to attend the [ ]
meeting, please check box.
Signature(s)_______________________________________________ Date________________
NOTE: Please sign as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, trustee or guardian, please give full title as
such.
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FOLD AND DETACH HERE