Superior Industries International, Inc. SUP, the largest manufacturer
of aluminum wheels for passenger cars and light-duty vehicles in North
America, today issued the following letter to shareholders in connection with
its Annual Meeting of Shareholders to be held August 15, 2014:
July 21, 2014
YOUR VOTE IS IMPORTANT
VOTE THE ENCLOSED WHITE PROXY CARD TODAY!
Dear Fellow Shareholder:
The Board of Directors of Superior Industries International, Inc. urges all
shareholders to sign and return the enclosed WHITE proxy card TODAY and vote
FOR ALL four of your Board's highly qualified and very experienced nominees –
Paul J. Humphries, James S. McElya, Donald J. Stebbins and Francisco S. Uranga
– standing for election at the Annual Meeting of Shareholders to be held on
Friday, August 15, 2014. You may also vote by phone or Internet by following
the instructions on the enclosed WHITE proxy card. We also urge you to discard
any blue proxy card or voting instruction card you receive from GAMCO. Even a
WITHHOLD vote with respect to GAMCO's nominees on its blue proxy card will
cancel any proxy previously given to Superior. If you previously signed a blue
proxy card sent to you by GAMCO, you can revoke that proxy card and vote for
your Board's recommended nominees by voting a new WHITE proxy card. Only your
latest-dated proxy will count.
WE QUESTION THE JUDGMENT OF GAMCO IN FORCING UPON SUPERIOR A COSTLY AND
DISTRACTING PROXY CONTEST THAT SEEKS TO REPLACE THREE HIGHLY QUALIFIED,
EXPERIENCED AND VALUED MEMBERS OF YOUR BOARD
We question the judgment and logic of GAMCO in forcing upon Superior a costly
and distracting proxy contest that seeks to replace three highly qualified and
valued members of your Board with its own candidates—who have no
executive-level manufacturing or relevant automotive industry
experience—without providing shareholders with any arguments as to why its
candidates are more qualified than Superior's nominees to address the issues
facing Superior. Nor does GAMCO indicate any specific concerns it has with the
directors that its proxy contest would seek to replace. GAMCO has not even
indicated which of the four nominees recommended by your Board it is seeking
to prevent from being elected.
Among the directors that could be forced off your Board by GAMCO's proxy
contest are individuals who are among the newest members of your Board and
those with the most extensive automotive industry and public company CEO
experience, including Donald J. Stebbins, our President and CEO since May
2014, who brings to your Board over 20 years of experience in the automotive
supplier industry, and James S. McElya, the former Chairman and CEO of Cooper
Standard Holdings, Inc., who first joined your Board in 2013. GAMCO's proxy
contest could also cause your Board to lose the valued insight and
perspectives of Francisco S. Uranga, who joined your Board in 2007 and brings
to it extensive expertise in matters relating to business operations in
Mexico, including governmental relations and regulatory compliance. Taking
into consideration the extent of Superior's current operations in Mexico and
the capital being invested in a new plant in Mexico, Superior believes it is
important that it be able to continue to benefit from Mr. Uranga's extensive
expertise and insight with respect to business operations in Mexico.
WE QUESTION GAMCO'S CHOICE OF NOMINEES TO REPLACE HIGHLY QUALIFIED,
EXPERIENCED AND VALUED MEMBERS OF YOUR BOARD
We question GAMCO's choice of nominees to replace highly qualified,
experienced and valued members of your Board. Not one of GAMCO's nominees has
experience working in the automotive industry, and none of GAMCO's nominees
would bring to Superior's Board any relevant skills or competencies not
already present among the current Board members and its newest nominee. None
of GAMCO's nominees has any experience serving as a director of a public
company that is comparable in size to Superior, whether measured by market
capitalization, revenues or any other measure, and all three of GAMCO's
nominees for election to the Superior Board have been previously proposed by
GAMCO as director nominees at one or more other public companies, none of
which is in the automobile industry and none of which is comparable in size to
Superior.
* GAMCO Nominee Walter M. Schenker – In 2007, Mr. Schenker, 67, agreed to a
settlement of an SEC enforcement action where he was one of the named
defendants in the SEC's lawsuit. The enforcement action was brought in
connection with the SEC's charge that the defendants violated Section 5 of
the Securities Act of 1933 in connection with twenty-six unregistered
securities offerings, which are commonly referred to as “PIPEs” (Private
Investment in Public Entity). Pursuant to the settlement, Mr. Schenker and
the other defendants consented to the entry of a final judgment
permanently enjoining them from future violations of Section 5 of the
Securities Act of 1933. Mr. Schenker agreed to pay a civil penalty, and
the hedge fund he managed agreed to pay over $1 million in disgorgement
and prejudgment interest. The settlement with the SEC was reached without
Mr. Schenker having to admit or deny the allegations of the SEC's lawsuit.
While GAMCO wants shareholders to believe that Mr. Schenker, a former
employee of Gabelli & Company, Inc., has the requisite experience and
qualifications to address the challenges that Superior faces in the
automotive supply industry, the truth is that he has no experience working
in the automotive supply industry, no executive-level manufacturing
experience, no experience operating manufacturing businesses in highly
competitive global markets, no experience serving as an executive officer
of a public company and never served on a public company board of
directors until December 2013. Mr. Schenker's public company board
experience is limited to one small public company with annual revenues of
less than $50 million.
* GAMCO Nominee Ryan J. Morris – While GAMCO asserts in its proxy materials
that Mr. Morris, 29, has “extensive experience serving on the boards of
directors of public companies,” the truth is that Mr. Morris never served
on a public company board of directors prior to 2012, his public company
board experience is limited to small public companies with market
capitalizations of less than $100 million, and he lacks any experience as
a director of a public company with annual revenues greater than $100
million, let alone a company of Superior's size. Mr. Morris also lacks any
automotive industry experience.
* GAMCO Nominee Philip T. Blazek – As is the case with Messrs. Schenker and
Morris, GAMCO has not provided any arguments as to how its third director
candidate, Mr. Blazek, 46, would bring to your Board any relevant
competencies not already present on your Board and why GAMCO believes that
Mr. Blazek is more qualified than Superior's nominees to address the
issues facing Superior, particularly given that he has no executive-level
manufacturing experience, no experience working in the automotive industry
and no experience operating manufacturing businesses in highly competitive
global markets. In fact, Mr. Blazek's public company management experience
appears to be limited to serving as the “principal executive officer” of
an over-the-counter-traded “public shell” that has no operating business
and two employees, including Mr. Blazek. Superior also questions the
accuracy of the description of Mr. Blazek's management experience in
GAMCO's proxy statement, which appears to credit Mr. Blazek with more
experience than is reflected by the historical record. GAMCO indicates in
its proxy statement that Mr. Blazek has “served as the President and
Principal Executive Officer of Special Diversified Opportunities Inc. (OTC
Markets: SDOI) leading this public company through the sale of its former
operating business and the strategic alternatives process to deploy its
cash, since May 2013.” However, according to the filings made by Special
Diversified Opportunities Inc. with the SEC, Mr. Blazek did not join the
company until July 23, 2013, which was after the sale had been completed
on July 12, 2013. In addition, Mr. Blazek has never served on the board of
directors of a public company. Accordingly, Mr. Blazek has no experience
overseeing management, directly developing or implementing strategies to
enhance long-term shareholder value or fulfilling the important fiduciary
duties owed to shareholders by the directors of a public company. It also
appears he lacks the experience related to “leading” a public company
through a review of its strategic alternatives that is claimed in the
GAMCO proxy statement.
YOUR BOARD BELIEVES THERE ARE VERY REAL AND STARK DIFFERENCES BETWEEN ITS
HIGHLY QUALIFIED AND VERY EXPERIENCED NOMINEES AND GAMCO'S NOMINEES
We believe that there are very real and stark differences between GAMCO'S
nominees and our highly qualified and experienced nominees, Paul J. Humphries,
James S. McElya, Donald J. Stebbins and Francisco S. Uranga. We believe our
four director nominees have the integrity, knowledge, breadth of relevant and
diverse experience and commitment necessary to navigate Superior through the
complex, dynamic and highly competitive global business environment in which
we operate and to deliver superior value to our shareholders. Each of these
nominees was recommended to your Board by the Nominating and Governance
Committee and was approved unanimously by your Board. The recommendations of
your Board are based on its carefully considered judgment that the experience,
record and qualifications of each of its nominees make them the best
candidates to serve on the Board. Each of these nominees (with the exception
of our CEO) would qualify as an independent director under the NYSE's
independence standards. Of the four nominees being recommended by your Board,
only Mr. Uranga was a member of your Board at the time of last year's Annual
Meeting, and, if elected, Messrs. Humphries and McElya would be the newest
independent Board members. The nomination of these four candidates shows your
Board's commitment to enhancing its composition with highly qualified,
experienced, business leaders with relevant experience, competencies and fresh
perspectives that enhance the breadth and depth of your Board.
Consider the following with regard to the four highly qualified candidates
recommended by your Board:
* Paul J. Humphries – President of High Reliability Solutions, a business
group at Flextronics International Ltd., a global end-to-end supply chain
solutions company that serves the energy, medical, automotive and
aerospace and defense markets. Mr. Humphries, 59, brings to your Board
extensive experience in the automotive supplier industry and senior level
management experience with multinational public companies, as well as
expertise in strategy, growth, human resources and global operations.
* James S. McElya – Chairman of Affinia Group, Inc., a leader in the
manufacturing and distribution of automotive replacement products. Mr.
McElya, 66, formerly served as the CEO and Chairman of Cooper Standard
Holdings Inc. and its principal operating company, Cooper Standard
Automotive. Mr. McElya brings to your Board extensive experience in the
automotive supplier industry, experience as the chief executive officer of
a public company and experience serving on the boards of other public
companies.
* Donald J. Stebbins – President and Chief Executive Officer of Superior
since May 5, 2014. Mr. Stebbins, 56, was previously Chairman, President
and Chief Executive Officer of Visteon Corporation, a publicly-traded
global supplier of automotive systems, modules and components to global
automotive original equipment manufacturers that was spun off from the
Ford Motor Company in 2000. He earlier served as President and Chief
Operating Officer of operations in Europe, Asia and Africa for Lear
Corporation, a publicly-traded supplier of automotive seating and
electrical distribution systems. Mr. Stebbins brings to your Board more
than 27 years of leadership experience in global operations and finance,
including over 20 years of experience in the automotive supplier industry.
* Francisco S. Uranga – Corporate Vice President and Chief Business
Operations Officer for Latin America at Taiwan-based Foxconn Electronics,
Inc., the largest electronic manufacturing services company in the world.
Previously, Mr. Uranga, 50, served as Secretary of Industrial Development
for the state government of Chihuahua, Mexico and earlier was Deputy Chief
of Staff and then Chief of Staff for Mexican Commerce and Trade Secretary
Herminio Blanco, where he actively participated in implementing the North
American Free Trade Agreement and in negotiating key agreements for the
Mexican government as part of the country's trade liberalization. Mr.
Uranga brings to the Board extensive expertise in matters relating to
business operations in Mexico and elsewhere in Latin America, including
governmental relations and regulatory compliance.
SUPPORT YOUR BOARD'S HIGHLY QUALIFIED NOMINEES BY VOTING THE WHITE PROXY CARD
TODAY
Your vote is important, no matter how many shares you own. Whether or not you
plan to attend the Annual Meeting, we urge you to protect your investment in
Superior by completing, signing, dating and mailing the enclosed WHITE proxy
card in the postage-paid envelope provided. You may also vote by phone or
Internet by following the instructions on the enclosed WHITE proxy card.
Please do not return or otherwise vote any blue proxy or voting instruction
card sent to you by GAMCO.
On behalf of your Board of Directors, we thank you for your continued support.
We look forward to reporting our continued progress to you.
Sincerely,
/s/ Margaret S. Dano /s/ Donald J. Stebbins
Margaret S. Dano Donald J. Stebbins
Chairman of the Board of President, Chief Executive Officer
Directors and Director
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