Form DEFA14A SUPERIOR INDUSTRIES INTE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.  )

Filed by the Registrant ☒      Filed by a Party other than the Registrant ☐

Check the appropriate box:

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

You invested in SUPERIOR INDUSTRIES INTERNATIONAL, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on May 22, 2024.

Get informed before you vote

View the Notice and Proxy Statement and Annual Report/10-K Wrap online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 8, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

*Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

Voting Items

Board Recommends

1.

Election of Directors

Nominees:

01)

Majdi B. Abulaban

05)

Ransom A. Langford

For

02)

Michael R. Bruynesteyn

06)

Timothy C. McQuay

03)

Richard J. Giromini

07)

Deven H. Petito

04)

Paul J. Humphries

08)

Ellen B. Richstone

2.

To approve, in a non-binding advisory vote, the executive compensation of the Company’s named executive officers for the fiscal year ended December 31, 2023;

For

3.

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

For

To act upon such other matters as may properly come before the Annual Meeting or any postponements or adjournment thereof.

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