<PAGE> 1
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
7800 WOODLEY AVENUE
VAN NUYS, CALIFORNIA 91406
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1995
To the Stockholders of
SUPERIOR INDUSTRIES INTERNATIONAL, INC.:
The Annual Meeting of Stockholders of SUPERIOR INDUSTRIES INTERNATIONAL,
INC. will be held at the Regent Beverly Wilshire Hotel, 9500 Wilshire Boulevard,
Beverly Hills, California 90212 on Friday, May 19, 1995 at 10:00 A.M. for the
following purposes:
(1) To elect two directors;
(2) 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 20, 1995 are
entitled to notice of and to vote at the Annual Meeting. On any business day
from May 9, 1995 until May 19, 1995, 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
Charles E. Barrantes
Secretary
Van Nuys, California
Dated: March 31, 1995
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.
<PAGE> 2
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
7800 WOODLEY AVENUE
VAN NUYS, CALIFORNIA 91406
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1995
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"), 7800 Woodley Avenue, Van Nuys, California 91406, to be held at the
Regent Beverly Wilshire Hotel, 9500 Wilshire Boulevard, Beverly Hills,
California 90212 on Friday, May 19, 1995 at 10:00 A.M. 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 31, 1995.
The solicitation of the proxy accompanying this statement is made by the
management 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. 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 29,599,974 shares of Superior's common
stock, par value $0.50, on March 20, 1995, 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
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Meeting, there must be present, in person or by proxy, a majority of the issued
and outstanding shares of common stock.
The following table sets forth information known to Superior as of March 1,
1995, with respect to beneficial ownership of (i) more than 5% of Superior's
common stock, and (ii) all directors and officers as a group:
<TABLE>
<CAPTION>
AMOUNT PERCENT
BENEFICIALLY OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED CLASS
-------------------------------------- ------------ -------
<S> <C> <C>
Louis L. Borick 7,029,385(1) 23.4%
7800 Woodley Avenue
Van Nuys, California 91406
Juanita A. Borick 3,126,809(2) 10.6%
7800 Woodley Avenue
Van Nuys, California 91406
Baring Asset Management, Inc. 1,760,725 5.9%
High Street Tower
125 High Street, Suite 2700
Boston, Massachusetts 02110-2723
Superior's Directors and Officers 7,482,641(3) 24.6%
As a Group (17 persons)
7800 Woodley Avenue
Van Nuys, California 91406
</TABLE>
------------
(1) Includes 4,994,520 shares held by Mr. Borick, as sole Voting Trustee, under
a Voting Trust Agreement (the "Trust") established by Mr. Borick and Juanita
A. Borick effective January 1, 1985 expiring on December 31, 1995, at which
time all provisions of the Trust lapse. The Trust vests in the Voting
Trustee all rights and powers of an absolute owner of the shares, except the
right to sell or hypothecate shares which are the subject of the Trust, the
right to retain any dividends of cash or property other than stock dividends
and the right to retain any distributions upon the liquidation or
dissolution of the Company.
(2) Includes 2,497,260 shares held of record by the above Trust and 629,549
shares owned beneficially and of record and as to which Juanita A. Borick
has sole investment and voting power. See footnote (1) above.
(3) Includes 6,673,716 shares, of which 4,994,520 shares are owned beneficially
by Louis L. Borick under the Trust. See footnote (1) above. Also includes
808,925 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 453,256 shares, or 1.5%,
of which each has sole investment and voting power.
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.
ELECTION OF DIRECTORS
One of the purposes of the Meeting is the election of 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
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<PAGE> 4
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 II
expires at the 1995 Annual Meeting of Stockholders; the term of office of those
directors in Class III expires at the 1996 Annual Meeting of Stockholders; and
the term of office of those directors in Class I expires at the 1997 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
Mr. Sheldon I. Ausman is currently serving as a director in Class II and
was elected at the 1992 Annual Meeting of Stockholders for a term of office
expiring at the 1995 Annual Meeting of Stockholders. Mr. V. Bond Evans was
appointed by the Board of Directors in December 1994 to succeed Messrs. Frank L.
Bryant and James J. McMorrow, both of whom passed away during 1994. Both
nominees were recommended for 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 1995 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 continuing 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 1998 Annual Meeting
of Stockholders and until their respective successors are elected and
qualified):
Sheldon I. Ausman
Mr. Ausman is a Senior Vice President and advisor to management with the
international insurance brokerage firm of Johnson & Higgins. He served with
Arthur Andersen & Co. for 34 years and was managing partner of the firm's
practice in Southern California, Honolulu and Las Vegas before his retirement.
Mr. Ausman is very active in the community and among other responsibilities
serves as Vice Chairman of the Los Angeles Music Center Operating Company and is
Chairman of the Japan American Society of Southern California. Mr. Ausman serves
on the Compensation and Stock Option 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 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. in London,
Ontario. He
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joined a Canadian subsidiary of Alumax and in 1968 was made President of the
Canadian company with added responsibility for European operations. On moving to
the United States, he became President of Kawneer Co. in 1971 and was made a
Group Vice President of Alumax in 1976. He was promoted to Executive Vice
President in 1979 and held a series of top management positions before becoming
President and CEO in 1991. Mr. Evans retired from Alumax Inc., an integrated
aluminum company and member of the NYSE, in 1994. During the past 10 years he
has served as a committee chairman and director of the Aluminum Association and
a director of IPAI.
CLASS III -- SERVING UNTIL THE 1996 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,
serves on Superior's Board of Directors and his brother-in-law, Morris Herstein,
is Vice President, Services of Superior. Mr. Borick also serves as a member of
the Long Range Financial Planning Committee of the Board of Directors.
Raymond C. Brown
Mr. Brown, Senior Vice President, joined the Company in 1967 and became
Senior Vice President in 1975. His duties include strategic and product planning
and involvement in all of the Company's major projects. He is directly
responsible for marketing and sales of products for original equipment
manufacturers and also has Corporate Quality reporting to him.
Steven J. Borick
Mr. S. Borick, who is a son of Louis L. Borick, has been engaged in the oil
exploration business for over 19 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 Audit, Long Range Financial Planning and Stock Option
Committees of the Board of Directors of the Company.
CLASS I -- SERVING UNTIL THE 1997 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR
RESPECTIVE SUCCESSORS ARE ELECTED AND QUALIFIED:
Jack H. Parkinson
Mr. Parkinson has more than 45 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 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 the Allen Group, Inc., a New York Stock Exchange
listed manufacturer of electronic and other mobile communications products for
the wireless telecommunications industry, and various truck components for the
automotive industry. He has held his current position since March 1988 and has
served as a consultant or on
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<PAGE> 6
the Board of Directors of Allen since 1975. Mr. Colburn serves on the 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.
R. Jeffrey Ornstein
Mr. Ornstein, a certified public accountant, joined the Company in June
1984 as Vice President, Finance and Treasurer and is the chief financial officer
of the Company. Mr. Ornstein serves as an ex officio member on the Long Range
Financial Planning Committee of the Board of Directors of the Company and also
serves on the Western Advisory Board of Arkwright Mutual Insurance Company.
The names and certain information with respect to the nominees and the
incumbent directors are as follows:
<TABLE>
<CAPTION>
COMMON STOCK
FIRST OWNED BENE-
ELECTED FICIALLY ON PERCENT OF
AS A MARCH 1, OUTSTANDING
NAME AGE PRINCIPAL OCCUPATION DIRECTOR 1995 SHARES
---------------------- --- ---------------------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
NOMINEES
Sheldon I. Ausman 61 Senior Vice President, 1992 6,000(1) *
Johnson & Higgins
V. Bond Evans 60 Retired President and 1994(4) -- *
CEO, Alumax Inc.
INCUMBENTS
Louis L. Borick 71 President and Chairman 1957 7,029,385(3) 23.4%
of the Board
Raymond C. Brown 66 Senior Vice President 1972 72,350(2) *
Steven J. Borick 42 President, Texakota, 1981 83,156(1) *
Inc.
Jack H. Parkinson 67 Retired Executive 1983 32,575(1) *
Vice President,
Sunroad Enterprises
Philip W. Colburn 66 Chairman, 1991 9,930(1) *
Allen Group, Inc.
R. Jeffrey Ornstein 52 Vice President & CFO 1991 60,676(2) *
</TABLE>
------------
* Less than 1%.
(1) Includes 6,000, 6,000, 9,189, and 9,930 shares for Messrs. Ausman, S.
Borick, Parkinson and Colburn, respectively, for 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 71,750 and 60,376 for Messrs. Brown and Ornstein, respectively, for
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) See "Voting Securities and Principal Holders."
(4) See "Nominees For Directors."
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<PAGE> 7
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
During 1994, 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. The following paragraphs set
forth the significant committees of the Board of Directors of the Company and
the respective members.
The Audit Committee establishes and oversees the Company's audit policy. It
is presently comprised of Steven J. Borick and Philip W. Colburn. The Audit
Committee met twice during 1994.
The Stock Option Committee administers the Company's stock option plans. It
is presently comprised of Sheldon I. Ausman and Steven J. Borick. The Stock
Option Committee met four times during 1994.
The Compensation Committee reviews and approves the non-stock ownership
compensation for the Company's officers and key employees. The committee
consists of Sheldon I. Ausman and Jack H. Parkinson. The Compensation Committee
met twice during 1994. 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, Louis L. Borick, Jack H. Parkinson and R. Jeffrey
Ornstein as an ex officio member. The Long Range Financial Planning Committee
did not meet during 1994.
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 Louis L. Borick, President and
Chairman of the Board of Superior and Juanita A. Borick. One of the two
buildings on the property is a casting plant containing approximately 55,000
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 1994,
Superior paid $1,260,174 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 of the Company, and two other of Mr. L. Borick's children. During
fiscal 1994, Superior paid Keswick Properties $292,102 in rentals under the
lease.
The plant facilities at 14617 Keswick Street are leased by the Company from
the Borick Building Corporation, a company owned jointly by Louis L. Borick and
Juanita A. Borick. During fiscal 1994, Superior paid to Borick Building
Corporation $150,720 in rentals under the lease.
The Company believes that the terms of the above mentioned lease agreements
are on terms as favorable as those obtainable from an unaffiliated third party.
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<PAGE> 8
EMPLOYMENT AGREEMENTS
On January 1, 1994, Superior renewed its employment agreement with Louis L.
Borick. The agreement provides for a five-year evergreen term, annual base
compensation to Mr. Borick of $750,000, use of a company automobile, life
insurance and other customary employee benefits. The life insurance policies
have a face value of $2,500,000 and the Company as the beneficiary. The
agreement also provides, in the event of Mr. Borick's death or disability during
the employment term, for a payment over 60 months of the balance of Mr. Borick's
compensation under the agreement at the time of his death or disability. Upon an
early termination of the agreement or Mr. Borick's retirement, he will receive,
for life, 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. The
agreement also provides for a $2,000,000 payment to Mr. Borick's beneficiaries
upon his death. See "Compensation Committee Report" located elsewhere in this
Proxy Statement for more discussion regarding Mr. Borick's compensation.
The Company renewed employment agreements as of January 1, 1994 with
Raymond C. Brown and R. Jeffrey Ornstein for two-year terms at their annual base
salaries in effect on that date of $262,500 and $175,000, respectively. In
addition to customary employee benefits and severance provisions, in the event
the agreement is terminated by the employee or Superior for certain reasons
after a change in control of the Company, each agreement provides for a lump sum
payment to the employee of an amount equal to three years adjusted base salary.
SEVERANCE ARRANGEMENT
On December 12, 1994, the services of Iftikhar H. Kazmi as an executive
officer of the Company were terminated. Upon termination Mr. Kazmi is entitled
to receive under his employment agreement, among other things, $200,000 to be
paid over the next twelve months commencing in January 1995. In addition, under
a severance agreement dated February 15, 1995, he will be paid $100,000 during
the period from January 1996 through January 1997.
During the term of the severance arrangment, Mr. Kazmi will be entitled to
retain all of the customary benefits afforded an employee of the Company,
including the retirement benefits discussed below. All severance benefits are
subject to Mr. Kazmi not engaging in a business competing with Superior or in
any activities which the Board of Directors deem detrimental to the best
interests of Superior.
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 equal 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 1994, all non-employee directors of the Company were each
compensated $16,500 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.
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<PAGE> 9
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
1992 through 1994 of those persons who were, at December 31, 1994, (i) the chief
executive officer and (ii) the other four most highly compensated executive
officers of the Company (the Named Officers).
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL LONG-TERM
COMPENSATION(1) COMPENSATION -
FISCAL --------------------- STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS COMPENSATION(2)
----------------------------------- ------ -------- ---------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
Louis L. Borick 1994 $749,418 $1,815,000 -0- $ 3,354
President and Chairman of the 1993 676,890 1,500,000 750,000 3,347
Board 1992 673,499 1,000,000 -0- 3,273
Raymond C. Brown 1994 262,391 400,000 15,000 3,354
Senior Vice President 1993 261,152 300,000 37,500 3,285
1992 257,700 266,000 45,000 893
R. Jeffrey Ornstein 1994 183,573 210,000 10,000 2,769
Vice President & CFO 1993 175,315 160,000 11,250 2,625
1992 163,615 113,000 37,500 2,351
James M. Ferguson 1994 158,746 85,000 5,000 2,345
Vice President, OEM Marketing 1993 148,589 65,000 7,500 2,199
Group 1992 148,471 54,000 15,000 1,805
Henry C. Maldini 1994 121,558 80,000 5,000 1,835
Vice President, Engineering 1993 113,283 60,000 7,500 1,867
1992 115,895 54,000 15,000 1,036
Iftikhar H. Kazmi(3) 1994 207,040 -0- 10,000 3,000
Senior Vice President, Midwest 1993 187,553 200,000 15,000 2,777
Group 1992 188,794 175,000 22,500 2,601
</TABLE>
---------------
(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.
(2) These amounts represent the Company's contributions to the employee
retirement savings plans covering substantially all of its employees.
(3) Mr. Kazmi was terminated as an executive officer of the Company on December
12, 1994. See "Severance Arrangement."
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<PAGE> 10
OPTION GRANTS
The following table shows information on grants of stock options during the
fiscal year 1994 to the Named Officers reflected in the Summary Compensation
Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
PERCENTAGE OF AT ASSUMED ANNUAL RATES OF
TOTAL OPTIONS STOCK PRICE APPRECIATION
GRANTED TO FOR OPTION TERM(3)
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION ---------------------------
NAME GRANTED(1) FISCAL 1994 PER SHARE(2) DATE 5% 10%
----------------- ----------- -------------- --------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Raymond C.
Brown.......... 15,000 13.2% $ 31.00 5/31/04 $ 292,500 $ 741,000
R. Jeffrey
Ornstein....... 10,000 8.8 31.00 5/31/04 195,000 494,000
James M.
Ferguson....... 5,000 4.4 31.00 5/31/04 97,500 247,000
Henry C. Maldini 5,000 4.4 31.00 5/31/04 97,500 247,000
Iftikhar H.
Kazmi.......... 10,000 8.8 31.00 5/31/04 195,000 494,000
</TABLE>
---------------
(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 for the options of the other Named Officers. 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.
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<PAGE> 11
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table shows information with respect to stock options
exercised during fiscal year 1994 and unexercised options to purchase the
Company's common stock for the Named Officers in the Summary Compensation Table.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED,
OPTIONS HELD AT IN-THE-MONEY OPTIONS
SHARES DECEMBER 31, 1994 AT DECEMBER 31, 1994(2)
ACQUIRED ON VALUE -------------------------- --------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------------ ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Louis L. Borick......... -0- $ -0- 250,000 500,000 $ 301,250 $ 602,500
Raymond C. Brown........ 25,000 945,250 47,375 58,125 588,624 385,228
R. Jeffrey Ornstein..... -0- -0- 45,063 30,937 679,353 207,845
James M. Ferguson....... -0- -0- 27,776 15,624 562,549 100,104
Henry C. Maldini 6,600 170,346 11,875 15,625 129,497 100,116
Iftikhar H. Kazmi....... 19,500 563,708 -0- 28,750 -0- 171,394
</TABLE>
---------------
(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, 1994 and
the option exercise price.
COMPENSATION COMMITTEE REPORT
The Compensation Committee, as currently constructed, is comprised of
Messrs. Ausman 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 recognizing 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 recommendation 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 the 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. Some of the executive officers have
employment contracts which are discussed under "Employment Agreements."
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<PAGE> 12
The compensation surveys that are utilized for executives other than the
Company's CEO were prepared by a nationally recognized independent management
consulting firm based on the compilation of over nine (9) individual surveys
contained in their internal data base. The names of the companies in the survey
are not identified.
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 Louis 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 1994 bonus
paid to Mr. Borick pursuant to the Plan was $1,815,000.
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% of pre-tax income.
The pool is utilized for all 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 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.
11
<PAGE> 13
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 are as follows: Mr. Borick (January 1, 1994), Mr. Brown (July 1, 1993),
Mr. Ornstein (July 1, 1994), Mr. Ferguson (January 1, 1994), and Mr. Maldini
(July 1, 1994).
The foregoing report has been furnished by --
Sheldon I. Ausman
Jack H. Parkinson
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.
(PASTE-UP COMPARISON CHART)
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
SUPERIOR INDUSTRIES 100 118 211 367 841 518
DOW JONES INDEX 100 96 127 138 152 153
DOW JONES PEER GROUP 100 88 108 138 181 159
</TABLE>
12
<PAGE> 14
STOCKHOLDER PROPOSALS FOR THE 1996 ANNUAL MEETING OF STOCKHOLDERS
Stockholder proposals complying with appropriate Securities and Exchange
Commission and proxy rules to be presented at the 1996 Annual Meeting of
Stockholders must be received at the Company's executive offices at 7800 Woodley
Avenue, Van Nuys, California 91406 by December 2, 1995 in order to be included
in the Company's Proxy Statement and form of proxy relating to that meeting.
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.
A recently adopted regulation under the Securities Exchange Act of 1934
(the "Act") requires the Company to disclose all late filings of reports, of
which it is aware, required to be filed under Section 16(a) of the Act by
directors and officers during the past fiscal year. Pursuant to this regulation,
the Company is disclosing that Mr. Ausman (a director) made one late filing.
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 1995. A
representative of Arthur Andersen LLP is expected to be present at the Meeting
and available to respond to appropriate questions.
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
Louis L. Borick, President and
Chairman of the Board
13
<PAGE> 15
SUPERIOR INDUSTRIES INTERNATIONAL, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS -- MAY 19, 1995
The undersigned hereby appoints RAYMOND C. BROWN and R. JEFFREY
ORNSTEIN, 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 Regent Beverly
Wilshire Hotel, 9500 Wilshire Boulevard, Beverly Hills, California 90212 on
Friday, May 19, 1995 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)
<PAGE> 16
---------- /x/ Please mark
Common your votes
as this
-------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.
-------------------------------------------------------------------------------
(1) The election of directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as indicated to to vote for all
the contrary below) nominees listed below
Sheldon I. Ausman V. Bond Evans
(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, administrator, trustee or guardian, please
give full title as such.
