UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 29, 2022
Superior Group of Companies, Inc.
(Exact name of registrant as specified in its charter)
Florida | 001-05869 | 11-1385670 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | |
10055 Seminole Blvd., Seminole, Florida (Address of principal executive offices) | | 33772 (Zip Code) |
Registrant's telephone number including area code: (727) 397-9611
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425) |
| | | |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | SGC | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On or about April 1, 2022, Superior Group of Companies, Inc. (the “Company”) mailed a proxy statement (the “Proxy Statement”) to its shareholders relating to the Company’s Annual Meeting of Shareholders to be held on May 13, 2022 (the “Annual Meeting”), including a proposal to approve the Company’s 2022 Equity Incentive and Awards Plan (the “2022 Plan”). As disclosed in the Proxy Statement, if its shareholders approve the 2022 Plan at the Annual Meeting, it will become effective upon such approval, will replace the Company’s 2013 Incentive Stock and Awards Plan (the “2013 Plan”), and no new awards will be granted under the 2013 Plan after such date (then-outstanding awards will continue to be outstanding).
After furnishing the Proxy Statement to its shareholders, the Company was informed by Institutional Shareholder Services (“ISS”) that the proposal to approve the Company’s 2022 Equity Incentive and Awards Plan received an unfavorable voting recommendation, in part because ISS included shares available under the 2013 Plan in its proprietary shareholder value transfer (“SVT”) analysis.
In response to the ISS recommendation, the Company is providing this disclosure to supplement its disclosure in the Proxy Statement.
The total number of shares that, as of the date of this Current Report on Form 8-K, remain available for future awards under the 2013 Plan, and that will no longer be available upon effectiveness of the 2022 Plan, are 1,928,220. The 2013 Plan does not contain a fungible counting provision because it does not count shares based on the type of award granted.
The following table provides information with respect to the awards outstanding under the 2013 Plan as of the date of this Current Report on Form 8-K:
Type of Award | | Number of shares underlying awards outstanding | | | Number of shares underlying earned portion | | | Number of shares underlying unearned portion | | | Weighted- average exercise price | | | Remaining vesting term (in years) | |
| Restricted stock (unvested) | | | 426,804 | | | | NA | | | | NA | | | | NA | | | | 2.7 | |
| Performance shares (unvested or yet to be settled) | | | 237,351 | | | | - | | | | 237,351 | | | | NA | | | | 4.1 | |
| Options | | | 854,781 | | | | NA | | | | NA | | | $ | 16.59 | | | | 1.4 | |
| Stock Appreciation Rights | | | 301,212 | | | | NA | | | | NA | | | $ | 15.60 | | | | 1.5 | |
TOTAL | | | 1,820,148 | | | | | | | | | | | | | | | | | |
The Company undertakes not to grant any further awards under the 2013 Plan unless the 2022 Plan is not approved by its shareholders at the Annual Meeting.
Signature
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 thereunder duly authorized.
| | SUPERIOR GROUP OF COMPANIES, INC. | |
| | | | |
| | | | |
| | By: | /s/ Andrew D. Demott, Jr. | |
| | | Andrew D. Demott, Jr. | |
| | | Chief Operating Officer and Chief Financial Officer | |
Date: April 29, 2022
