SEC Form 8-K filed by Superior Industries International Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 28, 2025, the Board of Directors (the “Board”) of Superior Industries International, Inc. (the “Company” or “Superior”) increased the size of the Board from eight to nine members pursuant to the Company’s Certificate of Incorporation and Amended and Restated By-Laws. In connection with the expansion of the Board, the Board appointed Keshav Lall to serve as a member of the Board until his successor is elected and qualified or until his earlier resignation or removal, effective May 28, 2025. The Board has determined that Mr. Lall qualifies as an “independent” director of the Company under the New York Stock Exchange listing standards.
Keshav Lall, 43, is a Founding Partner at Uzzi & Lall, a financial advisory firm specializing in helping clients manage acute change, financial stress and operational disruption. Prior to founding Uzzi & Lall, Mr. Lall was a Senior Managing Director at a financial advisory firm, where he served as Chief Restructuring Officer for numerous debtors and led creditor-side engagements for prominent global investment firms and family offices. Earlier in his career, Mr. Lall was the Chairman and CEO of Essar Capital Americas. Mr. Lall began his career in Deutsche Bank’s M&A division, followed by over a decade of principal investing at Deutsche Bank, Marblegate, Citadel and Balyasny. Mr. Lall holds a degree from Cornell University in applied economics and business management.
There are no transactions since the beginning of the Company’s last fiscal year in which the Company is a participant and in which Mr. Lall or any members of his immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Mr. Lall and any of Superior’s directors or executive officers and there are no arrangements or understandings between Mr. Lall and any other person pursuant to which he was appointed as a member of the Board. Mr. Lall is not currently expected to serve on any of the standing committees of the Board.
In connection with his appointment, the Company entered into a Director Services Agreement with Mr. Lall, a copy of which is filed as Exhibit 10.1 attached hereto, the terms of which are incorporated by reference herein in their entirety. Pursuant to the Director Services Agreement, among other things, Mr. Lall will receive a monthly fee of $35,000 for each month of service. Following his term as a director, Mr. Lall will receive a payment of $750 for each day that he is required to spend more than four hours addressing any legal or dispute matters that arise following his service as a director.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Director Services Agreement, effective as of May 28, 2025, by and between Superior Industries International, Inc. and Keshav Lall. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 28, 2025 |
SUPERIOR INDUSTRIES INTERNATIONAL, INC. (Registrant) | |||||
| /s/ David M. Sherbin | ||||||
| David M. Sherbin | ||||||
| Senior Vice President, General Counsel and Chief Compliance Officer | ||||||