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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) May 8, 2025
 
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.)
     
 
200 Central Avenue, Suite 2000, St. Petersburg, Florida
(Address of principal executive offices)
33701
(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))
 
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. ☐
 
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
 
 
 
 
Item 5.07.     Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting of Shareholders was held on May 8, 2025 at which:
 
 
●
Seven (7) directors were elected to hold office until the next annual meeting of shareholders and until their respective successors are duly elected and qualified or until their earlier resignation, removal from office or death;
 
 
●
the compensation of the named executive officers was approved, on an advisory basis;
 
 
●
the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers was approved, on an advisory basis, to be held every three (3) years; and
 
 
●
the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was ratified.
 
 
Of the 16,477,805 shares outstanding and entitled to vote at the meeting, 14,719,216 shares were present either in person or by proxy.
 
 
The results of the shareholder votes were as follows:
 
Proposal 1:      Election of Directors 
 
Nominee
For
Against
Abstain
Broker Non-Votes
         
Michael Benstock 
12,018,406
182,836
13,949
2,504,025
         
Paul Mellini 
11,867,429
334,101
13,661
2,504,025
         
Todd Siegel 
11,879,866
322,395
12,933
2,504,022
         
Venita Fields 
11,917,707
284,552
12,933
2,504,024
         
Andrew D. Demott, Jr. 
12,000,167
201,226
13,799
2,504,024
         
Susan Lattmann
11,912,250
289,342
13,601
2,504,023
         
Loreen Spencer
12,143,095
59,164
12,933
2,504,024
 
 
Proposal 2:  Approval, on an advisory basis, of the compensation of the Company’s named executive officers:
 
For
Against
Abstain
Broker Non-Votes
10,666,347
1,352,776
196,070
2,504,023
 
 
 
 
 
Proposal 3: Approval, on an advisory basis, on whether the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers is every year, every two years or every three years: 
 
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
5,139,310
52,610
6,950,445
72,828
2,504,023
 
Proposal 4: Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for year ending December 31, 2024:
 
For
Against
Abstain
Broker Non-Votes
14,591,876
121,114
6,226
-
 
 
 
 
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 hereunto duly authorized.
 
 
SUPERIOR GROUP OF COMPANIES, INC.
  
         
         
         
 
By:
/s/ Michael Koempel
 
 
Name:
Michael Koempel
  
 
Title:
Chief Financial Officer
  
 
Date: May 8, 2025