8-K

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)          February 9, 2023

Superior Group of Companies, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 9, 2023, Superior Group of Companies, Inc., a Florida corporation (the “Company”), was notified by Andrew D. Demott, Jr. that he intends to retire, effective as of March 31, 2023 (the “Effective Date”), from the position of Chief Operating Officer of the Company. Mr. Demott will remain on the Board of Directors of the Company and on its Executive Committee, and will receive compensation in accordance with the Company’s compensation practices with respect to non-employee directors.

In connection with Mr. Demott’s retirement and in recognition of Mr. Demott’s almost 25 years of service to the Company, the Compensation Committee of the Company’s Board of Directors determined to accelerate the vesting of 4,461 restricted stock awards held by Mr. Demott and granted under the Company’s 2013 Equity Incentive and Awards Plan, as amended, to the Effective Date.

Item 9.01         Financial Statements and Exhibits.

(d)               Exhibits:

Exhibit No.                        Description

10.1                     Press Release, dated February 9, 2023

104                     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: February 9, 2023

ex_473585.htm

Exhibit 10.1

FOR IMMEDIATE RELEASE

SUPERIOR GROUP OF COMPANIES ANNOUNCES RETIREMENT OF ANDREW D. DEMOTT, JR., CHIEF OPERATING OFFICER; WILL REMAIN ON BOARD OF DIRECTORS

SEMINOLE, Fla., February 9, 2023 (GLOBE NEWSWIRE) -- Superior Group of Companies, Inc. (NASDAQ: SGC) today announced that Andrew D. Demott, Jr., Chief Operating Officer of the Company, will retire as an employee effective March 31, 2023. SGC previously announced that Mr. Demott would retire at a to-be-determined date in 2023 once he had completed the transition of his chief financial officer responsibilities to our new, and current, Chief Financial Officer, Mike Koempel. Mr. Demott will continue to serve on SGC’s Board of Directors.

Michael Benstock, SGC’s Chief Executive Officer, commented “I have known Andy since he joined SGC in 1998, and have enjoyed spending the past 25 years working alongside him growing SGC into a much more diversified company that generates more than a half billion dollars of annual revenue. SGC is a very different, and much better, business as a result of Andy’s dedication, drive, and thought leadership. I, and the entire SGC community, wish our friend and colleague all the best in his retirement and look forward to his continued guidance serving on our Board.”

Added Mr. Koempel, “It has been a pleasure working with Andy as we transitioned the financial stewardship of SGC. Being able to access someone as knowledgeable and capable as Andy eased the process.”

“I want to thank Andy for his innumerable contributions and perspectives, and all that he has accomplished at SGC,” said Chairperson of the Board, Sidney Kirschner.

Mr. Demott added, “It has been my greatest professional privilege to have worked at SGC these many years and to have hired and mentored so many of our current executives. I take comfort knowing that SGC is on solid footing, primed to thrive in the years ahead. I want to thank Jerry Benstock, our Chairman Emeritus, for hiring me as CFO in 1998 and especially Michael Benstock for his trust and guidance as we worked side-by-side for 25 years to grow SGC. It has been a very exciting journey.”

About Superior Group of Companies, Inc. (SGC):

Superior Group of Companies™, established in 1920, is a combination of companies that help our customers unlock the power of their brands by creating extraordinary brand engagement experiences for their employees and customers. SGC’s commitment to service, technology, quality and value-added benefits, as well as our financial strength and resources, provides unparalleled support for our customers’ diverse needs while embracing a “Customer 1st, Every Time!” philosophy and culture in all of our business segments. Visit www.superiorgroupofcompanies.com for more information.

Contact:

Investor Relations

investors@superiorgroupofcompanies.com