Edgar Filing: SUPERIOR UNIFORM GROUP INC

Definitive Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Superior Uniform Group, Inc.
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Superior Uniform Group, Inc.

10055 Seminole Boulevard

Seminole, FL 33772-2539

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 4, 2012

NOTICE IS HEREBY GIVEN that the Annual Meeting of the shareholders of SUPERIOR UNIFORM GROUP, INC., (the “Company”) will be held at the offices of the Company, 10055 Seminole Boulevard, Seminole, Florida, 33772 on May 4, 2012 at 8 A.M. (Local Time) for the following purposes:

To elect seven Directors to hold office until the next annual meeting of shareholders and until their respective successors are duly elected or appointed and qualified;

To ratify the appointment of Grant Thornton LLP as our independent auditors for the year ending December 31, 2012; and

To transact such other business as may properly come before the meeting or any adjournment thereof.

The close of business on February 29, 2012 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.

You are cordially invited to attend the meeting. Whether or not you plan to attend the meeting, please cast your vote as instructed on your proxy card or voting instruction form as promptly as possible to ensure that your shares are represented and voted in accordance with your wishes.

By Order of the Board of Directors,

Seminole, Florida, March 19, 2012

JORDAN M. ALPERT

Secretary

IMPORTANT

TO ENSURE YOUR REPRESENTATION AT THIS MEETING PLEASE MARK,

DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT

PROMPTLY. THANK YOU.

SUPERIOR UNIFORM GROUP, INC.

10055 Seminole Boulevard

Seminole, Florida 33772

PROXY STATEMENT FOR 2012

ANNUAL MEETING OF SHAREHOLDERS

This proxy statement and the accompanying form of proxy are first being sent to our shareholders on or about March 19, 2012 in connection with the solicitation by our Board of Directors of proxies to be used at our 2012 annual meeting of shareholders (the “Meeting”). The Meeting will be held on Friday, May 4, 2012, at 8:00 A.M., Eastern Time, at the offices of Superior Uniform Group, Inc. (the “Company,” “we,” “our,” and “us”), 10055 Seminole Boulevard, Seminole, Florida 33772.

Our Board of Directors has designated Michael Benstock and Alan Schwartz, and each or any of them, as proxies to vote the shares of common stock solicited on its behalf. If you sign and return the accompanying form of proxy, you may nevertheless revoke it at any time insofar as it has not been exercised by (1) giving written notice to our Corporate Secretary, (2) delivering a later dated proxy, or (3) attending the Meeting and voting in person. The shares represented by your proxy will be voted unless the proxy is mutilated or otherwise received in such form or at such time as to render it not votable. Proxies will be tabulated by Alliance Advisors.

If the Meeting is adjourned for any reason, at any subsequent reconvening of the Meeting all proxies may be voted in the same manner as the proxies would have been voted at the original convening of the Meeting (except for any proxies that have been properly revoked or withdrawn).

The close of business on February 29, 2012 (the “Record Date”) has been designated as the record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting. As of February 29, 2012, 6,028,480 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), were issued and outstanding. Each shareholder will be entitled to one vote for each share of Common Stock registered in his or her name on the books of the Company on the close of business on the Record Date for the Meeting on all matters that come before the Meeting.

INTERNET AVAILABILITY OF PROXY MATERIALS

Under rules approved by the Securities Exchange Commission (“SEC”), the Company is furnishing proxy materials on the Internet in addition to mailing paper copies of the materials to each shareholder of record. Instructions on how to access and review the proxy materials on the Internet can be found on the proxy card sent to shareholders of record and on the Notice of Internet Availability of Proxy Materials (the “Notice”) sent to shareholders who hold their shares in “street name” (i.e. in the name of a broker, bank or other record holder). The Notice will also include instructions for shareholders who hold their shares in street name on how to access the proxy card to vote over the internet. Voting over the internet will not affect your right to vote in person if you decide to attend the Meeting.

All shareholders should refer to their enclosed proxy card or their Notice for their viewing, voting and hard copy ordering needs, which may include Internet and telephone voting options.

INTERNET ACCESS OR ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you have previously signed up to receive shareholder materials, including proxy statements and annual reports by mail, you may choose to receive these materials by accessing the Internet in the future, which can help us achieve a substantial reduction in our printing and mailing costs as well as be environmentally friendly. If you choose to receive your proxy materials by accessing the Internet, then before next year’s annual meeting, you will receive a Notice when the proxy materials and annual report are available over the Internet.

Your election to receive your proxy materials by accessing the Internet will remain in effect for all future shareholder meetings unless you revoke it before the meeting by contacting Joan Petronella at our offices at 10055 Seminole Boulevard, Seminole, Florida 33772, phone: (727) 397-9611, ext. 1309.

If you hold your shares in an account at a brokerage firm or bank participating in a “street name” program, you can sign up for electronic delivery of proxy materials in the future by contacting your broker.

HOUSEHOLDING

The Securities and Exchange Commission’s rules permit us to deliver a single set of annual meeting materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice or proxy statement and annual report to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Notice or annual meeting materials, as requested, to any shareholder at a shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Notice, proxy statement or annual report, contact Joan Petronella at our offices at 10055 Seminole Boulevard, Seminole, Florida, 33772, phone: (727) 397-9611, ext. 1309.

If you are currently a shareholder sharing an address with another shareholder and wish to receive only one copy of future Notices, proxy statements or annual reports for your household, please contact Joan Petronella at our offices at 10055 Seminole Boulevard, Seminole, Florida 33772, phone: (727) 397-9611, ext. 1309.

VOTING SECURITIES

The Company’s Bylaws provide that the holders of a majority of the shares of the Company’s common stock issued and outstanding on the Record Date and entitled to vote must be present in person or by proxy at the Meeting in order to have a quorum for the transaction of business. Abstentions (votes “withheld”) will be counted as present for purposes of determining the presence of a quorum. Shares held by brokers, banks or other nominees for beneficial owners will also be counted for purposes of determining whether a quorum is present if the nominee has the discretion to vote on at least one of the matters presented, even though the nominee may not exercise discretionary voting power with respect to other matters and even though voting instructions have not been received from the beneficial owner (a “broker non-vote”). If a quorum is present, the seven nominees for director receiving the highest number of affirmative votes of the shares present or represented and entitled to be voted for them shall be elected as directors. Abstentions and broker non-votes will not affect the outcome of the vote on such proposal. With respect to the proposal to ratify the appointment of Grant Thornton LLP as independent auditors for 2012, abstentions will be disregarded and will not be counted as votes for or against such proposal. Nominees may exercise discretionary voting power with respect to this proposal.

We note that your broker will NOT be able to vote your shares with respect to the election of directors if you have not provided directions to your broker. We strongly encourage you to submit your proxy card and exercise your right to vote as a shareholder.

ELECTION OF DIRECTORS (Proposal 1)

The Bylaws of the Company set the size of the Board of Directors at not less than three nor more than nine members. The Board of Directors currently consists of seven members. Directors hold their positions until the annual meeting at which time their term expires and their respective successors are elected and qualified.

The Board of Directors recommends that seven Directors be elected at the Meeting to hold office until the Company’s annual meeting in 2013 and

until their successors are duly elected and qualified or until their earlier resignation, removal from office or death. The persons designated as nominees for election as director to serve the term described above are Gerald M. Benstock, Michael Benstock, Alan D. Schwartz, Sidney Kirschner, Robin Hensley, Paul Mellini, and Kenneth Hooten. See “Management – Directors and Executive Officers” for further information on such nominees. In the event any of the nominees should be unable to serve, which is not anticipated, the Board of Directors may designate substitute nominees, in which event the persons named in the enclosed proxy will vote for such other person or persons for the office of Director as the Board of Directors may recommend.

Shareholders may vote for up to seven nominees and the seven nominees receiving the highest number of votes shall be elected. Shareholders may not vote cumulatively in the election of Directors.

The Board of Directors recommends a vote “FOR” each of the nominees.

MANAGEMENT

Directors and Executive Officers

The following table sets forth the names and ages of the Company’s Directors and executive officers and the positions they hold with the Company. Executive officers serve at the pleasure of the Board of Directors.


Name	Age	Position

Gerald M. Benstock	81	Chairman, Director and Chairman of the Executive Committee.
Michael Benstock	56	Chief Executive Officer, Director and a member of the Executive Committee.
Alan D. Schwartz	61	President, Director and a member of the Executive Committee.
Sidney Kirschner	77	Director and a member of the Audit, Corporate Governance, Nominating & Ethics and Compensation* Committees.
Robin M. Hensley	55	Director and a member of the Audit* Committee.
Paul Mellini	59	Director and member of the Audit, Corporate Governance, Nominating & Ethics* and Compensation Committees.
Kenneth Hooten	48	Director and a member of the Corporate Governance, Nominating & Ethics Committee
Peter Benstock	50	Executive Vice President
Andrew D. Demott, Jr.	48	Executive Vice President, Treasurer, and Chief Financial Officer.
Jordan M. Alpert	35	Vice President, General Counsel and Secretary

		* Chairman of the Committee

The following includes information about the skills, qualities, experience and attributes of each of the nominees and executive officers of the Company:

Gerald M. Benstock is the Chairman of the Board of Directors of the Company. Mr. Benstock has served in this position since October 24, 2003. Prior to October 24, 2003, he served as Chief Executive Officer of the Company. Prior to May 1, 1992, Mr. Benstock served as President of the Company. Mr. Benstock also has served as a Director of the Company since 1951. Mr. Benstock’s vast experience with the Company is the reason for his nomination for re-election.

Michael Benstock has served as Chief Executive Officer of the Company since October 24, 2003. Mr. Benstock previously served as Co-President of the Company beginning May 1, 1992. Prior to such date, Mr. Benstock served as Executive Vice President of the Company. Mr. Benstock has also been a Director of the Company since 1985. He also serves as a director of USAmeriBank, Inc. Mr. Benstock’s vast experience with the Company is the reason for his nomination for re-election.

Alan D. Schwartz has served as President of the Company since October 24, 2003. Mr. Schwartz previously served as Co-President of the Company beginning May 1, 1992. Prior to such date, Mr. Schwartz served as Executive Vice President of the Company. Mr. Schwartz has also served as a Director of the Company since 1981. Mr. Schwartz’s vast experience with the Company is the reason for his nomination for re-election.

Sidney Kirschner has been a Director of the Company since September 25, 1996. Since December 2010, he has been Executive Vice President of Piedmont Healthcare, a comprehensive healthcare provider in the Southeast region and President and CEO of Piedmont Heart Institute, an integrated cardiovascular healthcare delivery program. From March 2006 until December 2010, he was Head of The Alfred and Adele Davis Academy. He retired in August 2004 as Chairman and Chief Executive Officer of Northside Hospital, Inc., positions that he had held since November 1992. Prior thereto, he served as Chairman of the Board, President and Chief Executive Officer of National Service Industries, Inc. National Service Industries was a conglomerate including operations in the textile rental business. He also currently serves as a director of Crown Crafts, Inc. Mr. Kirschner’s long tenure and significant contributions on the Board of the Company, and his extensive experience as a chief executive, are the reasons for his nomination for re-election.

Robin M. Hensley has been a Director of the Company since July 28, 2000. She has served as President and Business Development Coach of Raising the Bar since May 2004. Raising the Bar provides executive coaching, primarily in the area of business development. Previously, she was President of Personal Construction, LLC from January of 2000 until May 2004. Prior thereto, she was Vice President of Patton Construction from December of 1995 to January 2000. Her background also includes experience in public accounting with Ernst and Young. Ms. Hensley’s contributions on the Audit Committee, as the chairperson and financial expert, and her extensive experience in executive coaching are the reasons for her nomination for re-election.

Paul Mellini has been a Director of the Company since May 7, 2004. Mr. Mellini has been CEO and President of Nature Coast Bank in Citrus County, Florida since March 7, 2005. He was Chief Executive Officer and President of Premier Community Bank of Florida and Premier Community Bank of South Florida from January 2002 until August 2004 and C.E.O. and President of PCB Bancorp Inc. from January 2003 until August 2004. Prior thereto, he was regional president of First Union Bank of the Greater Bay Area from April 1995 to December 2001. Mr. Mellini’s tenure and significant contributions on the Board of the Company, and his extensive experience as a chief executive, are the reasons for his nomination for re-election.

Kenneth Hooten has been a Director of the Company since August 9, 2010. Mr. Hooten has been a general partner of Concentric Equity Partners, a private equity firm, for the past eight years. Mr. Hooten founded the firm in 2003 and is responsible for the firm’s activities and its overall performance. Prior to founding Concentric, Mr. Hooten was affiliated with ServiceMaster^® in a variety of capacities. Mr. Hooten’s extensive experience in overseeing and developing the businesses of acquired companies, as well as his role in reviewing acquisition targets for private equity firms, are the reasons for his nomination for re-election.

Peter Benstock has served as Executive Vice President of the Company since February 8, 2002. Before such date, Mr. Benstock served as a Senior Vice President of the Company beginning February 7, 1994. Mr. Benstock was a Director of the Company from 1990 to August 2007.

Andrew D. Demott, Jr. has been Executive Vice President, Chief Financial Officer, and Treasurer of the Company since May 5, 2010. Formerly, he served as Senior Vice President, Chief Financial Officer and Treasurer of the Company since February 8, 2002. Prior to that, he served as Vice President, Chief Financial Officer and Treasurer of the Company beginning June 15, 1998. Mr. Demott served as the Company’s Secretary from July 31, 1998 through June 14, 2002. Prior to such dates, Mr. Demott served as an Audit Senior Manager with Deloitte & Touche, LLP since September 1995. Prior to that date, Mr. Demott was an Audit Manager with Deloitte & Touche LLP since September 1992.

Jordan M. Alpert joined the Company as general counsel on March 28, 2011. He has held the position of secretary since May 6, 2011. On November 7, 2011, Mr. Alpert was promoted to Vice President, General Counsel and Secretary of the Company. Mr. Alpert previously held the position of general counsel for Grand Army Entertainment, LLC during 2010. He also was an attorney with the firms Grais & Ellsworth LLP and Willkie, Farr & Gallagher LLP during 2001-2011. Mr. Alpert has been granted Authorized House Counsel status for the Company by the State of Florida. He is admitted to the New York Bar, Southern District of New York, and Eastern District of New York.

The following family relationships exist between the Company’s Directors, nominees and executive officers. Michael Benstock and Peter Benstock are sons of Gerald M. Benstock, and Alan D. Schwartz is his son-in-law.

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

The Board does not have a policy on whether or not the roles of Chief Executive Officer and Chairman of the Board should be separate and, if they are to be separate, whether the Chairman of the Board should be selected from the non-employee Directors or be an employee. The Board believes that it should be free to make a choice from time to time in any manner that is in the best interests of the Company and its shareholders.

Currently, Mr. Gerald Benstock serves as the Chairman of the Board and Mr. Michael Benstock serves as a Director and Chief Executive Officer. The Board of Directors believes this is the most appropriate structure for the Company at this time because it makes the best use of Mr. Gerald Benstock’s skills and experience, including more than 60 years as a Director of the Company.

Companies face a variety of risks, including credit risk, liquidity risk, and operational risk. In fulfilling its risk oversight role, the Board focuses on the adequacy of the Company’s risk management process and overall risk management system. The Board believes an effective risk management system will (1) adequately identify the material risks that the Company faces in a timely manner, (2) implement appropriate risk management strategies that are responsive to the Company’s risk profile and specific material risk exposures, (3) integrate consideration of risk and risk management into business decision-making throughout the Company, and (4) include policies and procedures that adequately transmit necessary information with respect to material risks to senior executives and, as appropriate, to the Board or relevant committee.

The full Board also periodically receives information about the Company’s risk management system and the most significant risks that the Company faces. This is principally accomplished through management reports to the Board. The Board strives to generate serious and thoughtful attention to the Company’s risk management process and system, the nature of the material risks the Company faces, and the adequacy of the Company’s policies and procedures designed to respond to and mitigate these risks.

The Board encourages management to promote a corporate culture that understands risk management and incorporates it into the overall corporate strategy and day-to-day business operations. The Company’s risk management structure also includes an ongoing effort to assess and analyze the most likely areas of future risk for the Company. As a result, the Board periodically asks the Company’s executives to discuss the most likely sources of material future risks and how the Company is addressing any significant potential vulnerability.

DIRECTOR COMMITTEES AND MEETINGS

The Board of Directors held five meetings during 2011. In 2011, each

incumbent Director attended at least 75% of all meetings of the Board and of each committee of which he/she was a member. The Company expects all members of the Board to attend the Company’s annual meeting of shareholders barring other significant commitments or special circumstances. All of the Company’s Board members attended the Company’s 2011 annual meeting of shareholders.

The Board has Executive, Audit, Compensation, and Corporate Governance, Nominating & Ethics Committees.

The Board has determined that Mr. Sidney Kirschner, Ms. Robin M. Hensley, Mr. Paul Mellini and Mr. Kenneth Hooten are independent, as that term is defined by the applicable rules of the Securities and Exchange Commission and The NASDAQ Stock Market LLC^® (“NASDAQ”). The Board has further determined that all members of the Audit, Compensation, and Corporate Governance, Nominating & Ethics Committees are independent and satisfy the relevant Securities and Exchange Commission and NASDAQ independence requirements and other requirements for members of such committees.

Executive Committee

The current members of the Executive Committee are Messrs. Gerald M. Benstock, Michael Benstock, and Alan D. Schwartz. The Executive Committee is authorized to act in place of the Board of Directors during periods between Board meetings. The Executive Committee did not hold any formal meetings during 2011. The Executive Committee acted by unanimous written consent on nine occasions during 2011. Each action taken by the Executive Committee pursuant to a unanimous written consent was subsequently reviewed and ratified by the Board of Directors.

Audit Committee

The current members of the Audit Committee are Ms. Robin Hensley, Chairperson, and Messrs. Sidney Kirschner and Paul Mellini. The Audit Committee, which was established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, assists the Board of Directors in fulfilling the Board’s responsibilities relating to safeguarding of assets and oversight of the quality and integrity of the accounting, auditing and reporting practices of the Company. The Board of Directors has determined that each member of the Audit Committee is independent, as that term is defined in NASDAQ listing standards applicable to audit committee members. The Board has also determined that Robin Hensley qualifies as an “audit committee financial expert,” as defined in the rules of the Securities and Exchange Commission. The Audit Committee met four times during 2011. The Audit Committee has a charter, which was included as Appendix A to the Company’s proxy statement for the Company’s 2011 annual meeting of shareholders. Such proxy statement (including Appendix A) can be found on our website at www.superioruniformgroup.com under Investor Information.

Compensation Committee

The current members of the Compensation Committee are Mr. Sidney Kirschner, Chairman, and Mr. Paul Mellini. The Board of Directors has determined that each member of the Compensation Committee is independent as defined by NASDAQ listing standards applicable to compensation committee members. The Compensation Committee’s principal function is to make recommendations to the Board of Directors with respect to compensation of officers and directors and to administer the Company’s equity compensation plan. The Compensation Committee met once during 2011. The Compensation Committee does not have a written charter.

The processes and procedures of the Compensation Committee are to:

•

determine and approve the compensation of the Company’s Chief Executive Officer (the “CEO”);

•

make recommendations to the Board with respect to executive compensation for non-CEO executive officers, incentive compensation for executives and equity-based plans that are subject to Board approval;

•

assist the Board in its oversight of the development, implementation and effectiveness of the Company’s policies and strategies relating to its human capital management function, including but not limited to those policies and strategies regarding recruiting, retention, career development and progression, management succession, diversity and employment practices; and

•

prepare any report on executive compensation required by the rules and regulations of the Securities and Exchange Commission.

Our Chief Executive Officer currently initiates the compensation discussions with the Compensation Committee, providing requests and seeking approval from the Committee and the Board of Directors before employment arrangements or bonus plans related to executives of the Company are finalized. The Compensation Committee approves the annual incentive award for the Chairman, the Chief Executive Officer and each officer below the Chief Executive Officer level, based on the Chief Executive Officer’s recommendations. For additional information regarding the Compensation Committee’s processes and procedures for determining executive and director compensation, please see the footnotes to the Summary Compensation Table and Director Compensation for 2011 in the section entitled “Executive and Director Compensation” below.

As part of its decision-making process, the Compensation Committee reviews compensation practices at peer companies in an effort to set total compensation levels that it believes are reasonably competitive.

Corporate Governance, Nominating & Ethics Committee

The current members of the Corporate Governance, Nominating & Ethics Committee are Mr. Paul Mellini, Chairman, Mr. Sidney Kirschner and Mr. Kenneth Hooten. The Board of Directors has determined that each member of the Corporate Governance, Nominating & Ethics Committee is independent as defined by NASDAQ listing standards applicable to nominating committee members.

The Corporate Governance, Nominating & Ethics Committee develops and recommends to the Board of Directors a set of corporate governance principles applicable to the Company. It also identifies qualified individuals to become directors and recommends to the Board candidates for all director positions to be filled by the Board or by shareholders of the Company. The Corporate Governance, Nominating & Ethics Committee has a charter, which is included as Appendix A to this proxy statement.

The Corporate Governance, Nominating & Ethics Committee has recommended the candidates to be nominated to stand for election to the Board of Directors at the Meeting. The Corporate Governance, Nominating & Ethics Committee held three meetings during 2011.

Nominations of Directors

The Board selects the director nominees to stand for election at the Company’s annual meetings of shareholders and to fill vacancies occurring on the Board based on the recommendations of the Corporate Governance, Nominating & Ethics Committee. In recommending nominees to serve as directors, the Corporate Governance, Nominating & Ethics Committee will examine each director nominee on a case-by-case basis regardless of who recommended the nominee and take into account all factors it considers appropriate. However, the Corporate Governance, Nominating & Ethics Committee believes the following minimum qualifications must be met by a director nominee to be recommended to the Board:

•

Each director must display high personal and professional ethics, integrity and values.

•

Each director must have the ability to exercise sound business judgment.

•

Each director must be highly accomplished in his or her respective field, with broad experience at the executive and/or policy-making level in business, government, education, technology or public interest.

•

Each director must have relevant expertise and experience, and be able to offer advice and guidance based on that expertise and experience.

•

Each director must be able to represent all shareholders of the Company and be committed to enhancing long-term shareholder value.

•

Each director must have sufficient time available to devote to activities of the Board and to enhance his or her knowledge of the Company’s business.

The Board also believes the following qualities or skills are necessary for one or more directors to possess:

•

One or more of the directors generally should be active or former chief executive officers of public or private companies or leaders of major organizations, including commercial, scientific, government, educational and other similar institutions.

•

Directors should be selected so that the Board is a diverse body.

The Company believes that it is important for its Board to be comprised of individuals with diverse backgrounds, skills and experiences, and to ensure a fair representation of shareholder interests. To maintain a diverse mix of individuals, primary consideration is given to the depth and breadth of members’ business and civic experience in leadership positions, as well as their ties to the Company’s markets and other similar factors. The Corporate Governance, Nominating & Ethics Committee does not have a formal diversity policy. It identifies qualified potential candidates without regard to any candidate’s race, color, disability, gender, national origin, religion or creed.

The Corporate Governance, Nominating & Ethics Committee will consider recommendations for directorships submitted by shareholders. Recommendations for consideration by the Corporate Governance, Nominating & Ethics Committee, including recommendations from shareholders of the Company, should be sent in writing to the Board of Directors, care of the Secretary of the Company, at the Company’s headquarters. Such nominations must include a description of the specific qualifications the candidate possesses and a discussion as to the effect on the composition and effectiveness of the Board.

Compensation Committee Interlocks and Insider Participation

Messrs. Sidney Kirschner and Paul Mellini served as members of the Compensation Committee during the fiscal year ended December 31, 2011. Neither of these individuals is or has ever been an officer or employee of the Company or any of its subsidiaries. In addition, neither of these individuals has had any relationship requiring disclosure by the Company under any paragraph of Item 404 of SEC Regulation S-K. During the fiscal year ended December 31, 2011, none of the Company’s executive officers served as a member of the board of directors or the compensation committee (or other board committee performing equivalent functions) of any other entity that had one or more executive officers serving as members of our Board of Directors or Compensation Committee.

Code of Business and Ethical Conduct

The Company has adopted a Code of Business & Ethical Conduct, which sets forth the guiding principles and rules of behavior by which we operate our Company and conduct our daily business with our customers, vendors, shareholders and with our fellow employees. This Code applies to all of the directors and employees of the Company.

The purpose of the Code of Business & Ethical Conduct is to promote honest and ethical conduct and compliance with the law. But we recognize that the law in many cases is about what we can do; what is legally permissible. We consider it important to focus on what we should do and what ethical principles we should embrace in guiding our behavior to engender trust and loyalty within our work forces and with all our key stakeholders, our customers, suppliers, dealers and investors. The Code of Business and Ethical Conduct can be found on our website at www.superioruniformgroup.com under Investor Information. In addition, the Contractor/Supplier Compliance Manual can be found on our website under Fashion Seal Healthcare^® or Image Apparel & Uniforms and then Supply Chain.

Communications with Board of Directors

Shareholders may communicate with the full Board or individual Directors by submitting such communications in writing to Superior Uniform Group, Inc., Attention: Board of Directors (or the individual director(s)), 10055 Seminole Boulevard, Seminole, Florida 33772. Such communications will be delivered directly to the Directors.

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation Table for 2011 and 2010

The following table sets forth for each of the Company’s named executive officers: (i) the dollar value of base salary and bonus earned during the years ended December 31, 2011 and 2010; (ii) for option awards, the aggregate grant date fair value computed in accordance with FASB ASC Topic 718; (iii) the dollar value of earnings for services pursuant to awards granted during 2011 and 2010 under non-equity incentive plans; (iv) all other compensation for 2011 and 2010; and, finally, (v) the dollar value of total compensation for 2011 and 2010.


Name and Principal Position	Year		Salary ($)		Bonus ($)		Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($) (3)		All Other Compensation ($) (1)		Total ($)
Michael Benstock		2011		426,400		—		106,560		359,860		14,037		906,857
Chief Executive		2010		410,000		—		45,800		301,335		15,323		772,458
Officer
Alan D. Schwartz		2011		341,261		—		88,800		288,007		14,037		732,105
President		2010		328,136		—		38,930		241,168		15,407		623,641
Andrew D. Demott, Jr. (4)		2011		260,000		—		79,920		219,427		14,037		573,384
Executive V.P. & CFO		2010		250,000		—		34,350		183,741		15,407		483,498

(1) The Company provides the named executive officers with certain group life, health, medical and other non-cash benefits generally available to all salaried employees and not included in this column pursuant to SEC rules. The amounts shown in this column include the following: matching contributions on 401(k) deferrals, insurance premiums for a Supplemental Medical Plan, which is a fully insured hospital and medical expense reimbursement plan covering certain key management employees and their dependents, and personal automobile use.

(2) Stock-settled stock appreciation rights (“SAR’s”) and options for our executive officers and other key employees are granted annually in conjunction with the review of the individual performance of our executive officers. This review takes place at the regularly scheduled meeting of the Compensation Committee, which is held in conjunction with the quarterly meeting of our Board in the first quarter of each year. On February 4, 2011, Mr. Benstock, Mr. Schwartz and Mr. Demott were awarded 27,104, 21,104 and 18,104 SAR’s, respectively. On February 4, 2011, Mr. Benstock, Mr. Schwartz and Mr. Demott were each awarded 8,896 stock options. The SAR’s and stock options were granted with an exercise price of $11.24 per share. On February 5, 2010, Mr. Benstock, Mr. Schwartz and Mr. Demott were awarded 9,796, 6,796 and 4,796 SAR’s, respectively. On February 5, 2010, Mr. Benstock, Mr. Schwartz and Mr. Demott were each awarded 10,204 stock options. The SAR’s and stock options were granted with an exercise price of $9.80 per share. Refer to Note 13 – Share-Based Compensation in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K filed on February 24, 2012 for the relevant assumptions used to determine the valuation of our share-based awards. All such awards are granted with an exercise price equal to the closing price of the common stock as reported on NASDAQ.

(3) The amounts in this column include incentive compensation earned during the respective calendar year. These amounts are paid during February of the following year. Our annual incentive bonuses are intended to compensate officers for achieving our annual financial goals at corporate levels (and for achieving measurable individual annual performance objectives). Our annual incentive bonus plan provides for a cash bonus, dependent upon the level of achievement of the stated corporate goals (and personal performance goals), calculated as a percentage of the officer’s base salary. The annual incentive bonus ties incentive compensation to net earnings per share as reported in the Company’s audited financial statements adjusted for certain items (“BEPS”). Under this plan, the Compensation Committee establishes a BEPS target that must be reached before any bonuses are earned. The target BEPS is based upon the annually established financial growth plan and goal. The Compensation Committee also establishes for each participant in the plan, including executive officers, individual incentive amounts (“TIA”) that may be earned, in whole or in part, depending upon whether the BEPS target is reached and by how much it is exceeded during the fiscal year. At the target BEPS level, the plan participants will earn a bonus equal to 79% of the TIA in 2011. In 2011 and 2010, the plan participants would have earned a bonus equal to 79% of the TIA at the target BEPS. For 2012, the target bonus awards (as a percentage of base salary) will be as follows: Chief Executive Officer, 40%; Chief Financial Officer, 40%; Chairman, 40%; President, 40% and Executive Vice President, 40%. These targets are consistent with the 2011 and 2010 percentages. The payout continues to increase as BEPS increases and there is no maximum payout for the target bonus. The BEPS level for 100% payout is equal to $0.72 per share. The Company’s BEPS was $1.01 for the year ended December 31, 2011 and $0.90 for the year ended December 31, 2010.

(4) Mr. Demott was Senior Vice President during part of 2010 and Executive Vice President for part of 2010.

Outstanding Equity Awards at 2011 Fiscal Year End

The following table sets forth information regarding outstanding option awards held by the named executive officers at December 31, 2011, including the number of shares underlying both exercisable and unexercisable portions of each stock option and SAR as well as the exercise price and expiration date of each outstanding award.


	Option Awards
Name	Number of Securities Underlying Unexercised Awards (#) Exercisable (1)		Number of Securities Underlying Unexercised Awards (#) Unexercisable		Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Awards (#)		Awards Exercise Price ($)		Awards Expiration Date (2)
Michael Benstock,		18,000		—		—		12.74		2/1/2012
Chief Executive		20,000		—		—		9.16		1/30/2013
Officer		20,000		—		—		9.80		2/4/2015
		36,000		—		—		11.24		2/4/2016
Alan D. Schwartz,		15,000		—		—		12.74		2/1/2012
President		17,000		—		—		9.16		1/30/2013
		17,000		—		—		9.80		2/4/2015
		30,000		—		—		11.24		2/4/2016
Andrew D. Demott, Jr.,		11,000		—		—		12.74		2/1/2012
Executive V.P. & CFO		15,000		—		—		9.80		2/4/2015
		27,000		—		—		11.24		2/4/2016

(1)	Options and stock-settled stock appreciation rights are exercisable immediately upon grant.

(2)	The expiration date of each grant occurs five years after the date of grant.

Pension Benefits/Retirement Plans

Since 1942, the Company has had a retirement plan (the “Basic Plan”) which has been qualified under the Internal Revenue Code. The Basic Plan is a “defined benefit” plan, with benefits normally beginning at age 65, is non-contributory by an employee, and the Company’s contributions are not allocated to the account of any particular employee. All domestic employees of the Company (except employees included in a retirement plan negotiated as part of a union contract) are eligible to participate in the Basic Plan. The Company also commenced, effective November 1, 1994, the Superior Uniform Group, Inc. Supplemental Pension Plan (the “Supplemental Plan”) which is available to certain eligible employees of the Company. Retirement benefits available under the Supplemental Plan are based on the same provisions as in the qualified plan but ignore the salary limitations imposed by the Internal Revenue Service ($245,000 in 2011). Accordingly, all eligible employees, regardless of earnings, will receive exactly the same formula distribution upon retirement.

The Supplemental Plan provides benefits based on years of service and earnings above and below the Covered Compensation Base. The normal monthly retirement benefit is 17.5% of an employee’s average monthly compensation during the highest paid five years of the ten years immediately preceding retirement up to his Covered Compensation Base plus 32.5% of such average monthly compensation in excess of his Covered Compensation Base, reduced in the event such employee has less than 25 years of service. An employee’s compensation includes overtime pay, commissions and any bonus received and therefore includes executive officers’ compensation as described in the Salary and Bonus columns of the Summary Compensation Table shown above. There is no offset in retirement benefits for Social Security benefits or other retirement plans or statutory benefits. Mr. M. Benstock and Mr. Schwartz have the maximum years of service credited. The Basic Plan was amended as of November 1, 1989. Prior to the amendment, the Basic Plan provided benefits based on years of service and earnings in excess of the Covered Compensation Base (the wage bases on which maximum Social Security taxes are payable). Benefits accrued prior to November 1, 1989 under the Basic Plan prior to the amendment would be paid, if higher than the sums set forth above.

Nonqualified Deferred Compensation

The Company has no nonqualified defined contribution or other nonqualified deferred compensation plans.

Termination or Change in Control Provisions

We have entered into retention agreements with each of our named executive officers. The retention agreements generally provide that, if within 24 months following a change in control the executive officer’s employment is terminated for reasons other than for cause (as defined in the retention agreement) or by the executive for good reason (as defined in the retention agreement, including the ability for the executive to make an election within a forty-five day period beginning 180 days after a change in control), we will make a lump-sum cash payment to the executive officer equal to two times the sum of the executive officer’s base salary at the rate in effect at the termination date or, if greater, the highest rate in effect at any time during the ninety day period prior to a change in control and the average of the annual cash bonuses paid to the executive during the three full fiscal years prior to the termination date or, if greater, the three full fiscal years immediately prior to the change in control date. The retention agreements also provide that we will continue to provide benefits to each executive for a period of two years after the date of his or her termination. Additionally, the agreements provide for each executive to be paid additional amounts under the Company’s defined benefit plans and defined contribution plans as though they were employed for an additional two years. The current agreements expire on November 23, 2012, but are subject to automatic one-year extensions unless we give the executive officer prior notification. The retention agreements are intended to promote stability and continuity of management should the Company consider a change in control transaction.

Director Compensation for 2011

The following table sets forth information regarding the compensation received by each of the Company’s Directors during the year ended December 31, 2011.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($) (1)		Total ($)
Sidney Kirschner		25,000		—		8,960		33,960
Robin Hensley		25,000		—		8,960		33,960
Paul Mellini		25,000		—		8,960		33,960
Kenneth Hooten		21,000		—		8,960		29,960

(1) Stock options for our Directors are granted annually. On May 6, 2011, each of the Directors was awarded 3,500 options. The options were granted with an exercise price of $11.10 per share. On May 4, 2010, each of the Directors was awarded 3,500 options. The options were granted with an exercise price of $9.41 per share. The amount shown in this column is the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Refer to Note 13 – Share-Based Compensation in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K filed on February 24, 2012 for the relevant assumptions used to determine the valuation of our option awards. All such awards are granted with an exercise price equal to the closing price of the common stock as reported on NASDAQ on the date of grant, are exercisable six months from the date of grant, and generally expire ten years after date of grant. As of December 31, 2011, Mr. Kirschner had 27,000 options outstanding; Ms. Hensley had 27,000 options outstanding; Mr. Mellini had 22,083 options outstanding; and Mr. Hooten had 3,500 options outstanding. All such options are exercisable.

Directors who are full-time employees of the Company receive no extra compensation for their services as Directors. The remaining Directors are compensated on the basis of $3,000 quarterly and $2,000 per meeting attended. Directors attending committee meetings on a day other than the day of the Directors’ meeting receive up to $2,000 per meeting of such committee. Committee Chairmen receive an additional $1,000 per quarter in Directors’ fees. Directors are entitled to reimbursement for expenses incurred in connection with their attendance at Board of Directors meetings and committee meetings. In addition, outside Directors are also eligible to receive stock option grants pursuant to Superior’s 2003 Incentive Stock and Awards Plan.

(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.)

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth, as of the Record Date (except as noted), information regarding the beneficial ownership of the Company’s Common Stock by (i) each person known to the Company to be the beneficial owner of more than 5% of the Company’s Common Stock, (ii) each Director, (iii) each nominee for election as a Director, (iv) each named executive officer identified in the Summary Compensation Table and (v) all Directors and executive officers as a group.


SECURITY OWNERSHIP
Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)			Percent of Class


BENSTOCK-SUPERIOR LTD.		1,391,044	(2)		23.1	%
10055 Seminole Boulevard
Seminole, Florida 33772

MOCHELLE A. STETTNER		621,724	(7)		10.3	%
2331 Lehigh Parkway N.
Allentown, PA 18130

DIMENSIONAL FUND ADVISORS, LP		542,947	(4)		9.0	%
6300 Bee Cave Road
Austin, TX 78746

FRANKLIN ADVISORY SERVICES, LLC		456,300	(5)		7.6	%
1 Parker Plaza
Fort Lee, NJ 07024

EYELEVEL INTERACTIVE NORTH AMERICA, LLC		360,000	(8)		6.0	%
1011 Lake Country Drive
Greensboro, GA 30642

ADVISORY RESEARCH, INC.		346,403	(6)		5.7	%
2 Prudential Place, Suite 5500
Chicago, IL 60601

GERALD M. BENSTOCK		301,515	(3)(9)		5.0	%
10055 Seminole Boulevard
Seminole, Florida 33772

MICHAEL BENSTOCK		238,555	(9)(10)		4.0	%
10055 Seminole Boulevard
Seminole, Florida 33772

ALAN D. SCHWARTZ		225,836	(9)		3.7	%
10055 Seminole Boulevard
Seminole, Florida 33772

PETER BENSTOCK		165,717	(9)		2.7	%
10055 Seminole Boulevard
Seminole, Florida 33772

ANDREW D. DEMOTT, JR.		76,378	(9)(10)		1.3	%
10055 Seminole Boulevard
Seminole, Florida 33772

JORDAN M. ALPERT		—			0.0	%
10055 Seminole Boulevard
Seminole, Florida 33772

SIDNEY KIRSCHNER		31,000	(9)		0.5	%
10055 Seminole Boulevard
Seminole, Florida 33772

ROBIN HENSLEY		28,000	(9)		0.5	%
10055 Seminole Boulevard
Seminole, Florida 33772

PAUL MELLINI		24,800	(9)		0.4	%
10055 Seminole Boulevard
Seminole, Florida 33772

KENNETH HOOTEN		3,500	(9)		0.1	%
10055 Seminole Boulevard
Seminole, Florida 33772

All Directors and Executive Officers as a group (10 persons)		2,486,345	(2)(3)(9)		41.2	%

(1)	Except as otherwise indicated, all shares are individually held of record with sole voting and investment power or held of record by relative(s) of the named shareholder and the named shareholder has sole or shared voting and investment power.

(2)

Represents shares held of record by Benstock-Superior Ltd., a Florida limited partnership (“Reporting Person”). The general partners of the Reporting Person are Susan B. Schwartz, Michael Benstock and Peter Benstock (the “General Partners”). The General Partners of the Reporting Person each own three hundred thirty-three and one-third (333 1/3) of the one thousand (1,000) total outstanding partnership units. The voting and disposition of the Company’s Common Stock owned by the Reporting Person requires approval of a majority of the General Partners pursuant to the limited partnership agreement of the Reporting Person. Accordingly, each General Partner disclaims individual beneficial ownership of the shares of the Company’s Common Stock owned by the Reporting Person.

(3)

Includes 75,240 shares held of record by Mr. Benstock’s wife and 31,576 shares held by a trust in which Mr. Benstock is the trustee and has sole investment power. Also includes 55,184 shares held by Wendy Benstock, Mr. Benstock’s daughter, for whom Joan Benstock (Mr. Benstock’s wife) is Guardian and Mr. Benstock disclaims beneficial ownership of such securities.

(4)

This disclosure is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 13, 2012, Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager to certain other commingled group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment adviser, sub-adviser and/or manager, neither Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported in the Schedule 13G/A are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.

(5)

This disclosure is based on a Schedule 13G filed with the U.S. Securities and Exchange Commission on February 9, 2009. Franklin Advisory Services, LLC, a registered investment advisor (“Franklin”), may be deemed to have beneficial ownership of 456,300 shares which are beneficially owned by one or more investment companies or other managed accounts that are investment management clients. Franklin has sole voting power and sole disposition power for the reported shares.

(6)

This disclosure is based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2012. Advisory Research, Inc. (“ARI”), a wholly-owned subsidiary of Piper Jaffray Companies and a investment advisor registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 346,403 shares as a result of acting as investment adviser to various clients. ARI has sole voting power and sole disposition power for the reported shares. Piper Jaffray Companies may be deemed to be the beneficial owner of these 346,403 shares through control of ARI. However, Piper Jaffray disclaims beneficial ownership of such shares.

(7)	Includes 5,144 shares owned by a Trust of which Mrs. Stettner is a Co-Trustee with two of her adult children, 912 shares held as custodian for her children who are now adults, and 2,400 shares owned by Mrs. Stettner’s husband. Mrs. Stettner disclaims beneficial ownership of all of these shares.

(8)	Includes 360,000 shares of the Company’s Common Stock issuable upon the exercise of a warrant.

(9)

The share ownership of the following individuals includes that number of shares underlying stock options following his or her name, which are currently exercisable or are exercisable within 60 days of the Record Date, pursuant to the Company’s 2003 and 1993 Incentive and Stock and Awards Plans: Mr. G. M. Benstock – 65,796 shares; Mr. M. Benstock – 96,000 shares; Mr. Schwartz – 81,000 shares; Mr. P. Benstock – 72,000 shares; Mr. Demott – 57,000 shares; Mr. Kirschner – 27,000 shares; Ms. Hensley – 27,000 shares; Mr. Mellini – 21,083 shares; and Mr. Hooten – 3,500 shares.

(10)	Mr. M. Benstock has pledged 32,970 shares as security for a loan. Mr. Demott has pledged 19,378 shares as security for a loan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers and directors, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and NASDAQ. Officers, directors and greater than ten percent beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it and written representations from certain reporting persons that no Forms 5 were required for them, the Company believes that, during its most recently completed fiscal year ended on December 31, 2011, all Section 16(a) reports required to be filed by its officers, directors, and greater than ten percent beneficial owners were timely filed.

CERTAIN TRANSACTIONS

Director and Officer Liability Insurance

As authorized by Section 607.0850(12) of the Florida Business Corporation Act, the Company maintains insurance to indemnify it and its Directors and officers from certain liabilities to the extent permitted by law. Such insurance, in the face amount of $13,000,000, was obtained pursuant to contracts dated August 27, 2011. Under the terms of the contracts, the Company pays an annual premium of $75,955 for the insurance. No sums have been paid or sought under any such indemnification insurance. During 2010, such insurance, in the face amount of $12,000,000, was obtained pursuant to a contract dated August 27, 2010. Under the terms of the contract, the Company paid an annual premium of $74,980 for the insurance. No sums were paid or sought under any such indemnification insurance.

REPORT OF THE AUDIT COMMITTEE

The Company’s Audit Committee serves to assist the Board in fulfilling the Board’s responsibilities relating to safeguarding of assets and oversight of the quality and integrity of the accounting, auditing and reporting practices of the Company. The members of the Audit Committee meet the independence and experience requirements of NASDAQ and the Securities and Exchange Commission.

The Company’s management has primary responsibility for the preparation, presentation and integrity of the Company’s financial statements and its financial reporting process. The Company’s independent auditing firm, Grant Thornton LLP, is responsible for expressing an opinion on the conformity of the Company’s audited financial statements to accounting principles generally accepted in the United States of America. The Audit Committee’s responsibility is to monitor and oversee these processes. In connection with these responsibilities, the Audit Committee reports as follows:

1. The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2011 with the Company’s management.

2. The Audit Committee has discussed with Grant Thornton LLP the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1., AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.

3. The Audit Committee has received the written disclosures and the letter from Grant Thornton LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton LLP’s communications with the Audit Committee concerning independence, and has discussed with Grant Thornton LLP its independence.

4. Based on the review and discussions referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 for filing with the Securities and Exchange Commission.

BY: Robin Hensley, Sidney Kirschner, and Paul Mellini

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS (Proposal 2)

Although the Audit Committee has the sole authority to appoint the independent auditors, the Audit Committee will continue its long-standing practice of recommending that the Board ask the shareholders, at their annual meeting, to ratify the appointment of the independent auditors. The Audit Committee has appointed Grant Thornton LLP, independent registered public accountants, to audit the financial statements of the Company for the year ending December 31, 2012.

The Company expects representatives of Grant Thornton LLP to be present and available to respond to appropriate questions at the Meeting. Representatives of Grant Thornton LLP will have the opportunity to make a statement if they so desire.

Shareholder ratification of the Company’s independent registered public accountants is not required by the Company’s Bylaws or otherwise. The Audit Committee and the Board of Directors have elected to seek such ratification as a matter of good corporate practice. If the shareholders do not ratify this appointment, the Audit Committee will consider the appointment of other auditors.

Audit Fees and All Other Fees

The following table sets forth information regarding fees paid by the Company to Grant Thornton LLP during 2011 and 2010:


	2011		2010
Audit Fees (1)	$	303,395	$	325,845

Total Fees	$	303,395	$	325,845

(1)	Fees for audit services include fees associated with the annual audits in 2011 and 2010.

Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Audit Committee has concluded that Grant Thornton LLP’s provision of the audit and permitted non-audit services described above is compatible with maintaining Grant Thornton LLP’s independence. The Audit Committee pre-approved all of such services. The Audit Committee has established pre-approval policies and procedures with respect to audit and permitted non-audit services to be provided by its independent auditors. Pursuant to these policies and procedures, the Audit Committee may form, and delegate authority to, subcommittees consisting of one or more members when appropriate to grant such pre-approvals, provided that decisions of such subcommittee to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting. The Audit Committee’s pre-approval policies do not permit the delegation of the Audit Committee’s responsibilities to management.

The Board of Directors recommends a vote “FOR” the proposal to ratify the appointment of Grant Thornton LLP as our independent auditors for the year ending December 31, 2012.

EXPENSES OF SOLICITATION

The cost of soliciting proxies will be borne by the Company. We may reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expenses for sending proxy materials to principals and obtaining their proxies.

ANNUAL REPORT ON FORM 10-K

We will provide without charge to each person solicited by this proxy statement, upon the written request of any such person, a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, as filed with the Securities and Exchange Commission, including the financial statements and a list of exhibits to the Form 10-K. We will furnish to any such person any exhibit described in the list accompanying the Form 10-K upon the advance payment of reasonable fees. Requests for copies of the Form 10-K and/or any exhibits should be directed to Joan Petronella, c/o Superior Uniform Group, Inc., 10055 Seminole Boulevard, Seminole, Florida 33772. Your request must contain a representation that, as of February 29, 2012, you were a beneficial owner of shares entitled to vote at the 2012 Annual Meeting of Shareholders.

You may review our filings with the Securities and Exchange Commission by visiting our website at www.superioruniformgroup.com.

OTHER BUSINESS

Management of the Company does not know of any other business that may be presented at the Meeting. If any matter not described herein should be presented for shareholder action at the Meeting, the persons named in the enclosed Proxy will vote or refrain from voting the shares represented thereby in accordance with their best judgment on such matters after consultation with the Board of Directors.

SHAREHOLDER PROPOSALS FOR

PRESENTATION AT THE 2013

ANNUAL MEETING

If a qualified shareholder desires to present a proposal for action at the annual meeting of shareholders to be held in 2013, and such proposal conforms to the rules and regulations of the Securities and Exchange Commission and is in accordance with other federal laws as well as the laws of the State of Florida, such proposal must be received by the Company by November 19, 2012, to be included in the Company’s Proxy Statement and form of proxy for such 2013 meeting (unless the date of the 2013 annual meeting is not within 30 days of May 4, 2013, in which case the deadline will be a reasonable time before we begin to print and send the proxy material for the 2013 annual meeting of shareholders). Notice to the Company of a shareholder proposal submitted outside the processes of Rule 14a-8 will be considered untimely if received by the Company after February 2, 2013. The proxy solicited by the Board for the 2013 annual meeting will confer discretionary authority to vote on behalf of the persons named in such proxy on any shareholder proposal as to which the Company does not receive timely notice.

By Order of the Board of Directors

/s/ Jordan M. Alpert

JORDAN M. ALPERT

Secretary

Dated: March 19, 2012

Appendix A

SUPERIOR UNIFORM GROUP, INC.

CHARTER OF THE CORPORATE GOVERNANCE, NOMINATING,

AND ETHICS COMMITTEE

Statement of Purpose

The Corporate Governance, Nominating, and Ethics Committee (the “Committee”) shall provide assistance to the Board of Directors (the “Board”) of Superior Uniform Group, Inc. (the “Company”) in fulfilling its duties by identifying individuals qualified to become directors (consistent with the criteria set forth in Appendix A hereto or otherwise established by the Committee) and recommending to the Board candidates for all directorships to be filled by the Board or by the shareholders of the Company. The Committee shall also assist the Board in identifying directors qualified to serve on the committees established by the Board and recommending to the Board members for each committee to be filled by the Board. The Committee will take a leadership role in shaping the corporate governance policies of the Company, including by developing and recommending to the Board a set of corporate governance principles applicable to the Company covering matters such as (i) Board organization, membership, and function, (ii) committee structure and membership, (iii) policies and procedures by which shareholders may nominate candidates for director, and (iv) policies and procedures regarding certain press releases and other public disclosures by the Company.

Committee Membership and Qualifications

The Committee shall be comprised of at least three members of the Board, each of whom is determined by the Board to be “independent” under the criteria set by applicable laws, regulations, and listing standards.

Appointment and Removal of Committee Members

The members of the Committee shall be appointed by the Board annually or as necessary to fill vacancies. Each member shall serve until his or her successor is duly elected and qualified or until such member’s earlier resignation or removal. Any member of the Committee may be removed, with or without cause, by a majority vote of the Board.

Chairperson

The Chairperson of the Committee shall be appointed by the Board in consultation with the Chairperson of the Board. The Chairperson will chair all regular sessions of the Committee and, in consultation with the Chairperson of the Board, set the agendas for Committee meetings.

Meetings

The Committee shall meet as frequently as circumstances dictate, which shall be at least annually.

The Committee may invite to its meetings any officer, employee, or director of the Company and such other persons as it deems appropriate in order to carry out its duties.

The secretary of the Committee shall maintain minutes and/or other records of meetings and activities of the Committee in accordance with Florida law and the Company’s By-laws.

Duties

In furtherance of its purpose, the Committee shall have the following duties relating to:

Recommendations Relating to the Selection of Director Candidates to Serve on the Board of Directors and Certain Committees of the Board of Directors

The Committee shall establish and apply criteria (including the criteria set forth in Appendix A hereto) for the selection of potential directors, taking into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint, and industry knowledge.

The Committee shall, upon a vacancy in the Board, identify individuals believed to be qualified as candidates to serve on the Board and recommend to the Board for its approval candidates for all directorships to be filled by the Board or by the shareholders at an annual or special meeting. In identifying candidates for membership on the Board, the Committee shall take into account the established criteria for selection and the extent to which the candidate would fill a present need on the Board. In fulfilling its duties as outlined above, the Committee shall consult from time to time, as appropriate, with the Chairperson of the Board.

The Committee shall, upon a vacancy in a committee of the Board, recommend members of the Board to serve on the committees of the Board, giving consideration to the criteria for service on each committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant, including without limitation, the consistency of the candidate’s experience with the goals of the committee and the interplay of the candidate’s experience with the experience of other committee members. In fulfilling this responsibility, the Committee shall, as appropriate, consult with the Chairperson of the Board.

The Committee shall periodically review the charter and composition of each committee of the Board and make recommendations to the Board for the creation of additional Board committees or the elimination of Board committees.

The Committee shall periodically review the qualifications and independence of existing Board members based on the general and specific criteria approved by the Board and the rules of the NASDAQ Stock Market and make recommendations to the full Board whether they should stand for re-election. The Committee shall recommend to the Board the removal of a director where appropriate.

The Committee shall evaluate and ensure the independence of each member of each committee of the Board required to be composed of independent directors.

The Committee shall consider and make recommendations to the Board on matters relating to the retirement and/or termination of Board members, including term limits and cause.

The Committee shall review the backgrounds and qualifications of possible candidates. In that capacity, the Committee shall have sole authority to retain and to terminate any search firm to be used to assist it in identifying candidates to serve as directors of the

Company, including sole authority to approve the fees payable to such search firm and any other terms of retention.

The Committee shall consider questions of independence and possible conflicts of interest of members of the Board and executive officers.

10.

The Committee shall review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board in order to ensure the Board has the requisite expertise and its membership consists of persons with sufficiently diverse and independent backgrounds. In fulfilling this duty, the Committee shall, as appropriate, consult with the Chairperson of the Board.

11.

The Committee periodically shall review the orientation process for all new directors.

Corporate Governance

The Committee shall develop and recommend to the Board a set of corporate governance principles appropriate for the Company and consistent with applicable laws, regulations, and listing requirements, including those of the U.S. Securities and Exchange Commission and the NASDAQ Stock Market. The Committee shall periodically review the Company’s governance principles, keep abreast of developments with regard to corporate governance, and make recommendations to the Board for changes in the principles as in its judgment may be appropriate.

The Committee shall review and make recommendations to the Board regarding shareholders’ proposals that relate to corporate governance, including policies and procedures by which shareholders of the Company may nominate candidates for election as directors.

The Committee periodically shall review the Company’s code of conduct and shall make recommendations to the Board for changes in the code as in its judgment may be appropriate. The Committee shall be responsible for granting any waivers from the code of conduct for the Company’s executive officers and directors, as set forth in the code.

Monitor compliance with the code of conduct.

As circumstances dictate, the Committee shall review evaluations of the Board and its committees, as selected by the Committee.

At least annually, and as circumstances otherwise dictate, the Committee shall review and make recommendations to the Board regarding (i) the procedures for all Board meetings (including assessment of adequacy of information supplied to directors prior to and during meetings); (ii) the policy for the retirement of directors; and (iii) outside directorships held by senior Company officials.

The Committee shall review and make recommendations regarding policies and procedures for non-earnings related press releases and other public disclosures by the Company, other than those related to employee hiring and promotion matters, which should be reviewed and approved solely by the Company’s management.

Review and Reporting

The Committee shall ensure that the Company makes all appropriate disclosures regarding the process for nominating candidates for election to the Board, including any process for shareholder nominations, the criteria established by the Committee for candidates for nomination for election to the Board, and any other disclosures required by applicable laws, regulations, and listing standards.

The Committee shall report regularly to the Board (i) following meetings of the Committee; (ii) with respect to such other matters as are relevant to the Committee’s discharge of its duties; and (iii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Committee’s Chairperson or any other member of the Committee designated by the Committee to make such report.

The Committee shall maintain minutes and/or other records of meetings and activities of the Committee.

Studies and Investigations

The Committee shall have the power and authority to conduct or authorize studies and investigations into any matter of interest or concern within the scope of its duties that the Committee deems appropriate, and shall have the sole authority to retain independent counsel, consultants, or other experts to assist in the conduct of any such study or investigation, including the authority to approve fees payable to such independent counsel, consultants, or experts and any other terms of retention.

Annual Charter Evaluation

The Committee shall review and reassess the adequacy of this Charter at least annually and recommend to the Board any improvements to this Charter that the Committee considers necessary or valuable.

APPENDIX A

CRITERIA FOR DIRECTOR NOMINEES

In making recommendations to the Company’s Board of Directors of nominees to serve as directors, the Committee will examine each director nominee on a case-by-case basis, regardless of who recommended the nominee, and take into account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant technical skills or financial acumen, diversity of viewpoint, and industry knowledge. However, the Board of Directors and the Committee believe the following minimum qualifications must be met by a director nominee to be recommended by the Committee:

Each director must display high personal and professional ethics, integrity, and values.

Each director must have the ability to exercise sound business judgment.

Each director must be accomplished in his or her respective field, with broad experience at the executive and/or policy-making level in business, government, education, technology, or public interest.

Each director must have relevant expertise and experience, and be able to offer advice and guidance based on that expertise and experience.

Each director must be able to represent all shareholders of the Company and be committed to enhancing long-term shareholder value.

Each director must have sufficient time available to devote to activities of the Board of Directors and to enhance his or her knowledge of the Company’s business.

The Board of Directors also believes that the following qualities or skills are necessary for one or more directors to possess:

At least one independent director should have the requisite experience and expertise to be designated as an “audit committee financial expert” as defined by applicable rules of the Securities and Exchange Commission and which results in the director’s “financial sophistication” as defined by the rules of the NASDAQ Stock Market.

One or more of the directors generally should be active or former executive officers of public or private companies or leaders of major complex organizations, including commercial, scientific, governmental, educational, and other similar institutions.

Directors should be selected so that the Board of Directors is a diverse body.

SUPERIOR UNIFORM GROUP, INC.

10055 Seminole Boulevard, PO. Box 4002, Seminole, FL 33775-0002

THIS PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING

OF SHAREHOLDERS TO BE HELD ON MAY 4, 2012

The undersigned shareholder appoints MICHAEL BENSTOCK, and ALAN D. SCHWARTZ, or any one of them, as proxies with full power of substitution and resubstitution, to vote the shares of capital stock of the Company that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held at the offices of the Company on May 4, 2012 at 8:00 a.m., local time, and at any adjournments thereof, upon matters properly coming before the meeting, as set forth in the Notice of Annual Meeting included herewith, unless otherwise specified.

THE SHARES REPRESENTED HEREBY WILL BE VOTED AS DIRECTED, OR IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED FOR THE PROPOSALS INDICATED ON THIS CARD. The proxies, in their discretion, are further authorized to vote (x) for the election of a person to the Board of Directors, if any nominee named herein becomes unable to serve or for good cause will not serve, (y) on any matter which the Board of Directors did not know would be presented at the 2012 Annual Meeting of Shareholders by February 5, 2012, and (z) on other matters which may properly come before the 2012 Annual Meeting of Shareholders and any adjournments or postponements thereof.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Continued and to be signed on reverse side

– – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – –

¿ PLEASE DETACH PROXY CARD HERE ¿


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: x KEEP THIS PORTION FOR YOUR RECORDS

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held May 4, 2012. The Proxy Statement and our 2011 Annual Report on Form 10-K are available at: http://www.proxyease.com/superioruniformgroup/2012

The Board of Directors recommends you vote FOR the following proposal(s):

1. Election of Directors.

FOR

AGAINST

ABSTAIN

FOR

AGAINST

ABSTAIN

FOR

AGAINST

ABSTAIN

01 Gerald M. Benstock.

03 Alan D. Schwartz.

06 Paul Mellini.

02 Michael Benstock.

04 Sidney Kirschner.

07 Kenneth Hooten.

05 Robin Hensley.

The Board of Directors recommends you vote FOR the following proposal(s):

2. To ratify the appointment of Grant Thornton LLP as independent auditors for the fiscal year ending December 31, 2012.

¨ FOR ¨ AGAINST ¨ ABSTAIN


				NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

				Please sign, date and return promptly in the enclosed envelope.

				Date

				Signature

				Signature
Please indicate if you plan to attend this meeting ¨				(Joint Owners)
Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark box.) ¨				Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.

¿ PLEASE DETACH PROXY CARD HERE ¿

PROXY VOTING INSTRUCTIONS

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MAIL

Vote Your Proxy by Mail:

Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided.