Shareholders at Superior Group (NASDAQ: SGC) reelect board, approve auditor

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Superior Group of Companies, Inc. held its Annual Meeting of Shareholders on May 7, 2026. Of the 15,704,912 shares outstanding and entitled to vote, 13,718,077 shares were represented in person or by proxy, indicating strong participation.

Shareholders elected all seven director nominees, including Michael Benstock, Paul Mellini, Todd Siegel, Michael Koempel, Andrew D. Demott Jr., Susan Lattmann and Loreen Spencer. Each nominee received more votes "For" than "Against."

Investors also approved the ratification of Grant Thornton LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026, with 13,676,626 votes "For," 22,681 "Against" and 18,770 "Abstain," and no broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 15,704,912 shares Shares represented at meeting: 13,718,077 shares Votes for auditor ratification: 13,676,626 votes +3 more

6 metrics

Shares outstanding entitled to vote 15,704,912 shares Outstanding and entitled to vote at the annual meeting

Shares represented at meeting 13,718,077 shares Present in person or by proxy at the annual meeting

Votes for auditor ratification 13,676,626 votes Votes "For" ratifying Grant Thornton LLP for year ending December 31, 2026

Votes against auditor ratification 22,681 votes Votes "Against" ratifying Grant Thornton LLP

Votes for Michael Benstock 11,146,344 votes Votes "For" election of director nominee Michael Benstock

Votes for Loreen Spencer 11,208,505 votes Votes "For" election of director nominee Loreen Spencer

Key Terms

Broker Non-Votes, independent registered public accounting firm, Annual Meeting of Shareholders, Abstain, +1 more

5 terms

Broker Non-Votes financial

"Nominee | For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting of Shareholders financial

"The Annual Meeting of Shareholders was held on May 7, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Abstain financial

"For | Against | Abstain | Broker Non-Votes"

Common Stock financial

"Title of each class | Trading Symbol(s) | Name of each exchange on which registered Common Stock | SGC"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

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Understanding 8-K Material Events →

05/07/2026 - 11:45 AM

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Superior Group of Companies (SGC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing seven directors and ratifying Grant Thornton LLP as auditor. All director nominees were elected, and the firm was approved as independent registered public accounting firm for the year ending December 31, 2026.

How many Superior Group of Companies (SGC) shares were represented at the 2026 annual meeting?

13,718,077 shares were present in person or by proxy at the meeting. These shares were out of 15,704,912 shares outstanding and entitled to vote, reflecting a high level of shareholder participation in the governance process.

Were all director nominees elected at Superior Group of Companies’ 2026 annual meeting?

Yes, all seven director nominees were elected by shareholders. Each nominee, including Michael Benstock and Susan Lattmann, received more "For" votes than "Against," with additional abstentions and broker non-votes recorded for each candidate.

Which audit firm did Superior Group of Companies (SGC) shareholders ratify for 2026?

Shareholders ratified Grant Thornton LLP as the independent registered public accounting firm. The vote totals were 13,676,626 "For," 22,681 "Against" and 18,770 "Abstain," with no broker non-votes reported on this proposal.

How many votes did Michael Benstock receive in the Superior Group of Companies (SGC) director election?

Michael Benstock received 11,146,344 votes "For" in his election as director. The tally also showed 242,093 votes "Against," 18,165 abstentions and 2,311,475 broker non-votes recorded for his nomination.

What does a broker non-vote mean in the Superior Group of Companies (SGC) director elections?

A broker non-vote occurs when a broker does not vote shares on non-routine items. In the director elections, millions of broker non-votes were recorded, reflecting shares present but not voted on specific proposals by beneficial owners.

Filing Exhibits & Attachments

4 documents