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.
- 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.
|/s/ Margaret S. Dano||/s/ Donald J. Stebbins|
|Margaret S. Dano||Donald J. Stebbins|
|Chairman of the Board of Directors||President, Chief Executive Officer and Director|
Important Additional Information And Where To Find ItSuperior Industries, its directors and certain of its executive officers are deemed to be participants in the solicitation of proxies from Superior shareholders in connection with the matters to be considered at Superior’s 2014 Annual Meeting. On July 7, 2014, Superior filed a definitive proxy statement (as it may be amended, the “Proxy Statement”) and definitive form of WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with such solicitation of proxies from Superior’s shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY SUPERIOR WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy Statement, including Appendix A thereto. Shareholders can obtain the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents filed by Superior with the SEC for no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of our corporate website at www.supind.com, by writing to Superior's Corporate Secretary at 7800 Woodley Avenue, Van Nuys, CA 91406, by calling Superior at (818) 781-4973, or by contacting Superior's proxy solicitor, MacKenzie Partners, Inc., toll free at 1-800-322-2885. YOUR VOTE IS IMPORTANT! Remember, you can vote your shares by telephone or via the Internet. Please follow the easy instructions on the enclosed WHITE proxy card. If you have any questions or need assistance in votingyour shares, please contact our proxy solicitor:
MacKenzie Partners, Inc.105 Madison AvenueNew York, New York 10016(212) 929-5500 (Call Collect)or Call Toll-Free (800) 322-2885Email: firstname.lastname@example.org