UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 17, 2023
RELIANCE STEEL & ALUMINUM CO.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-13122 | | 95-1142616 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
16100 N. 71st Street, Suite 400
Scottsdale, AZ 85254
(Address of principal executive offices)
(480) 564-5700
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Common stock, $0.001 par value | | RS | | New York Stock Exchange |
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
¨ 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 5.07 | Submission of Matters to a Vote of Security Holders |
| (a) | On May 17, 2023, Reliance Steel & Aluminum Co. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) via live webcast. At the Annual Meeting, 52,890,411 shares were represented in person or by proxy, or 89.89% of the total shares outstanding as of the record date for the Annual Meeting. |
| (b) | The Company’s stockholders voted on the matters set forth below: |
| (1) | Each of the nominees for election to the Company’s Board of Directors (the “Board”) were elected to hold office until the Company’s next Annual Meeting, based upon the following votes: |
| Nominee | | Votes For | | | Votes Against | | | Votes Abstained | | | Broker Non-Votes | |
| Lisa L. Baldwin | | | 48,461,600 | | | | 698,839 | | | | 24,794 | | | | 3,705,178 | |
| | | | | | | | | | | | | | | | | |
| Karen W. Colonias | | | 48,761,500 | | | | 393,824 | | | | 29,909 | | | | 3,705,178 | |
| | | | | | | | | | | | | | | | | |
| Frank J. Dellaquila | | | 48,952,467 | | | | 204,409 | | | | 28,357 | | | | 3,705,178 | |
| | | | | | | | | | | | | | | | | |
| James D. Hoffman | | | 48,590,892 | | | | 569,269 | | | | 25,072 | | | | 3,705,178 | |
| | | | | | | | | | | | | | | | | |
| Mark V. Kaminski | | | 47,345,968 | | | | 1,813,993 | | | | 25,272 | | | | 3,705,178 | |
| | | | | | | | | | | | | | | | | |
| Karla R. Lewis | | | 48,828,623 | | | | 334,642 | | | | 21,968 | | | | 3,705,178 | |
| | | | | | | | | | | | | | | | | |
| Robert A. McEvoy | | | 48,331,674 | | | | 825,682 | | | | 27,877 | | | | 3,705,178 | |
| | | | | | | | | | | | | | | | | |
| David W. Seeger | | | 48,352,256 | | | | 805,169 | | | | 27,808 | | | | 3,705,178 | |
| | | | | | | | | | | | | | | | | |
| Douglas W. Stotlar | | | 47,547,545 | | | | 1,609,760 | | | | 27,928 | | | | 3,705,178 | |
| (2) | The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved based upon the following votes: |
The vote was 48,227,575 for; 915,399 against; and 42,259 abstentions. There were 3,705,178 broker non-votes.
| (3) | The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2023 fiscal year was approved based upon the following votes: |
The vote was 52,463,018 for; 395,818 against; and 31,575 abstentions. There were no broker non-votes.
| (4) | The proposal on the advisory vote of the frequency of the advisory vote to approve the compensation of our named executive officers was approved for one year based upon the following votes: |
| One Year | | | Two Years | | | Three Years | | | Votes Abstained | | | Broker Non-Votes | |
| | 45,038,989 | | | | 13,638 | | | | 2,443,643 | | | | 1,688,963 | | | | 3,705,178 | |
| (5) | The stockholder proposal on the adoption of a Board policy regarding separation of the roles of Chairman and Chief Executive Officer was not approved based upon the following votes: |
The vote was 6,402,184 for; 41,995,519 against; and 787,530 abstentions. There were 3,705,178 broker non-votes.
| (d) | Based upon the results set forth in item (b) (4) above, and consistent with the Board's recommendation, the Board has determined that advisory votes on executive compensation will be submitted to stockholders on an annual basis until the next required vote on the frequency of such votes. |
SIGNATURES
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.
| | RELIANCE STEEL & ALUMINUM CO. |
| | |
| | |
Dated: May 18, 2023 | By: | /s/ William A. Smith II |
| | | William A. Smith II |
| | | Senior Vice President, General Counsel and Corporate Secretary |
