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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 7, 2026
 
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 7, 2026 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; and
 
 
●
the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified.
 
 
Of the 15,704,912 shares outstanding and entitled to vote at the meeting, 13,718,077 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 
11,146,344
242,093
18,165
2,311,475
         
Paul Mellini 
11,142,873
262,194
1,535
2,311,475
         
Todd Siegel 
11,030,018
357,750
18,833
2,311,476
         
Michael Koempel 
10,628,508
775,891
2,203
2,311,475
         
Andrew D. Demott, Jr. 
8,286,567
3,101,869
18,165
2,311,476
         
Susan Lattmann
11,155,105
231,252
20,245
2,311,475
         
Loreen Spencer
11,208,505
178,521
19,577
2,311,474
 
 
Proposal 2: Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm for year ending December 31, 2026:
 
For
Against
Abstain
Broker Non-Votes
13,676,626
22,681
18,770
-
 
 
 
 
 
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:
President & Chief Financial Officer
  
       
       
Date: May 7, 2026