8-K
Reliance, Inc. (RS)
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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 18, 2022
RELIANCE STEEL & ALUMINUM CO.
(Exact name of registrant as specified in its charter)
| Delaware | 001-13122 | 95-1142616 |
|---|---|---|
| (State or other jurisdiction of<br> incorporation) | (Commission File Number) | (I.R.S. Employer<br> Identification Number) |
350 S. Grand Ave.****, Suite 5100
Los Angeles , CA
90071
(Address of principal executive offices)
(213) 687-7700
(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(s) | Name of each exchange on which <br><br>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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Retirement of Michael P. Shanley
On May 18, 2022, Michael P. Shanley, the Senior Vice President, Operations of Reliance Steel & Aluminum Co. (the “Company”) notified the Company of his intended retirement from the Company, effective December 31, 2022. In advance of his retirement, Mr. Shanley will transition from his current position to the role of Special Advisor, effective July 1, 2022. As Special Advisor, Mr. Shanley will report directly to Jim Hoffman, the Company’s Chief Executive Officer, to facilitate the transition of his role as well as support other special projects. Mr. Shanley will continue to receive his current annual base salary as Special Advisor until December 31, 2022. Mr. Shanley will also continue to be eligible to receive his annual non-equity incentive plan award with a target award of 150% of his base salary in 2022.
Promotion of Stephen P. Koch to Executive VicePresident and Chief Operating Officer
In addition, on May 19, 2022, the Company announced the promotion of Stephen P. Koch to the position of Executive Vice President and Chief Operating Officer, effective July 1, 2022. Mr. Koch will serve as the Company’s principal operating officer. Mr. Koch, 55, has served as Senior Vice President, Operations, of the Company since April 2010. From July 2007 until he joined the Company, Mr. Koch was President of Chapel Steel Corp., a subsidiary of the Company. Prior to that he held the positions of Executive Vice President of Chapel Steel Corp. from 2005 to June 2007, and Vice President of Chapel Steel Corp. from 1995 to 2005 and had previously served as Sales Manager of Chapel Steel Corp.
In connection with his promotion, Mr. Koch will receive an annual base salary of $687,500 and will be eligible to receive an annual non-equity incentive plan award with a target award of 150% of his base salary. Mr. Koch will also be eligible to receive annual equity compensation awards as determined by the Compensation Committee of the Company’s Board of Directors.
There are no arrangements or understandings between Mr. Koch and any other persons pursuant to which he was appointed as Executive Vice President and Chief Operating Officer. Additionally, there are no transactions involving the Company and Mr. Koch that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Koch’s promotion, the Company also announced the promotion of Michael R. Hynes to Senior Vice President, Operations, effective July 1, 2022. Mr. Hynes currently serves as President of Phoenix Corporation, a wholly-owned subsidiary of the Company with a network of 14 metal service center locations across the U.S. Mr. Hynes has 34 years of experience in the metals service center industry with the last 17 years at the Company. He has held various positions of increasing responsibility at Reliance Metalcenter Union City (an operating division of the Company) and Phoenix Corporation, where he was named President in 2019.
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A copy of the press release issued by the Company making the announcements referenced above is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | |||||||
|---|---|---|---|---|---|---|---|---|
| (a) | On May 18, 2022, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”)<br>via live webcast. At the Annual Meeting, 55,964,784 shares were represented in person or by proxy,<br>or 90.34% of the total shares outstanding as of the record date for the Annual Meeting. | |||||||
| --- | --- | |||||||
| (b) | Stockholders voted on the matters set forth below: | |||||||
| --- | --- | |||||||
| (1) | Each of the nominees for election to the Company’s Boardof Directors 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 | 51,760,370 | 279,280 | 46,364 | 3,878,770 | ||||
| Karen W. Colonias | 51,698,266 | 342,274 | 45,474 | 3,878,770 | ||||
| Frank J. Dellaquila | 51,990,349 | 49,541 | 46,124 | 3,878,770 | ||||
| John G. Figueroa | 50,693,318 | 1,346,362 | 46,334 | 3,878,770 | ||||
| James D. Hoffman | 51,752,411 | 288,759 | 44,844 | 3,878,770 | ||||
| Mark V. Kaminski | 50,445,272 | 1,420,260 | 220,482 | 3,878,770 | ||||
| Karla R. Lewis | 51,102,347 | 938,881 | 44,786 | 3,878,770 | ||||
| Robert A. McEvoy | 51,433,894 | 606,121 | 45,999 | 3,878,770 | ||||
| David W. Seeger | 51,673,275 | 361,503 | 51,236 | 3,878,770 | ||||
| Douglas W. Stotlar | 51,510,681 | 523,881 | 51,452 | 3,878,770 |
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| (2) | The proposal to approve, on an advisory basis, the compensationof the Company’s named executive officers was approved based upon the following votes: |
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The vote was 50,427,189 for; 1,598,190 against; and 60,635 abstentions. There were 3,878,770 broker non-votes.
| (3) | The proposal to ratify the selection of KPMG LLPas the Company’s independent registered public accounting firm for the 2022 fiscal year was approved based upon the following votes: |
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The vote was 55,570,073 for; 350,568 against; and 44,143 abstentions. There were no broker non-votes.
| (4) | The stockholder proposal regarding changes to the Company’s proxy access bylaw to remove thesize limit on the stockholder nominating group was not approved based upon the following votes: |
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The vote was 13,550,924 for; 38,448,430 against; and 86,660 abstentions. There were 3,878,770 broker non-votes.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated May 19, 2022 (included herewith). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 20, 2022 | By: | /s/ William A. Smith II |
| William A. Smith II | ||
| Senior Vice President, General Counsel and Corporate Secretary |
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Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATERELEASE
Reliance Steel & Aluminum Co. AnnouncesExecutive Officer Retirement and Promotions
| − | Michael P. Shanley retiring as Senior Vice President, Operations |
|---|---|
| − | Stephen P. Koch promoted to Executive Vice President and Chief Operating Officer |
| --- | --- |
| − | Michael R. Hynes promoted to Senior Vice President, Operations |
| --- | --- |
Los Angeles— May 19, 2022 —Reliance Steel & Aluminum Co. (NYSE: RS) today announced the retirement of Michael P. Shanley as its Senior Vice President, Operations, effective December 31, 2022. In advance of his retirement, Mr. Shanley will transition from his current position to the role of Special Advisor, effective July 1, 2022. As Special Advisor, Mr. Shanley will report directly to Jim Hoffman, Reliance’s Chief Executive Officer, to facilitate the transition of his role as well as support other special projects.
Consistent with the Board’s executive leadership succession plan at all levels of the organization, Reliance also announced the promotion of Stephen P. Koch to Executive Vice President and Chief Operating Officer, and the promotion of Michael R. Hynes to Senior Vice President, Operations, both effective July 1, 2022. Mr. Koch’s responsibilities will include the oversight of operations throughout Reliance, including safety and organic growth, as well as the Company’s information technology strategy. Mr. Hynes’ responsibilities will include overseeing the performance of a number of Reliance operations, providing strategic direction and general management guidance.
“On behalf of the entire Reliance team, I would like to express our appreciation for Mike Shanley’s 44 years of service to our Company, including his time at Liebovich,” said Jim Hoffman, Reliance’s Chief Executive Officer. “As Senior Vice President, Operations since 2015, Mike has played a key role in our continuous improvement efforts at several of our operations. Notably, Mike has identified and developed strong candidates to support our succession plans at many of our operations. His leadership skills and dedication to growth, innovation and customer service have been integral to our success. We congratulate Mike and wish him all the best in his retirement.”
| 350 South Grand Avenue, Suite 5100 | Los Angeles CA 90071 | Phone: 213-687-7700 | Fax: 213-687-8792 | www.rsac.com |
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Mr. Hoffman continued, “To support our proven, sustainable business model and leading position as a global diversified metal solutions provider, Reliance maintains a deliberate succession planning process developed in partnership with our Board of Directors. To this end, we are very pleased to announce the well-deserved promotions of Steve Koch and Mike Hynes. We are confident their experience and leadership will play an important role in Reliance’s continued growth.”
“I would like to congratulate Steve and Mike on their new positions,” added Karla Lewis, President of Reliance. “We are thrilled to name Steve as Reliance’s Executive Vice President and Chief Operating Officer. Over the past 12 years as SVP, Operations, Reliance has benefited from Steve’s strong industry knowledge, passion for operational execution, and exemplary leadership skills. Steve has earned the respect of his colleagues across the Reliance Family of Companies as well as many of our key domestic suppliers, and this promotion recognizes his significant contributions to our business. We are also very excited to welcome Mike as our newest Senior Vice President, Operations. Mike has a wealth of industry and product knowledge in many of the key-end markets in which we operate with an exceptional focus on customer service. He has demonstrated strong leadership in his current position, especially in the areas of safety and organic growth, as President of Phoenix Metals, one of the largest metal service centers in our Family of Companies. We look forward to benefitting from Mike’s experience and perspectives.”
Mr. Koch currently serves as Senior Vice President, Operations, a role he has held since 2010. Previously, Mr. Koch was President of Chapel Steel Corp., a wholly-owned subsidiary of Reliance, where he was responsible for their network of eight metal service center locations in the U.S. Mr. Koch joined Chapel Steel in 1988 and held various sales and management positions before being named President.
Mr. Hynes currently serves as President of Phoenix Metals, a wholly-owned subsidiary of Reliance with a network of 14 metal service center locations across the U.S. Mr. Hynes has 34 years of experience in the metals service center industry with the last 17 years at Reliance. He has held various positions of increasing responsibility at Reliance Metalcenter Union City and Phoenix Metals, where he was named President in 2019.
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About Reliance Steel & Aluminum Co.
Founded in 1939 and headquartered in Los Angeles, California, Reliance Steel & Aluminum Co. (NYSE: RS) is a leading global diversified metal solutions provider and the largest metals service center company in North America. Through a network of approximately 315 locations in 40 states and 12 countries outside of the United States, Reliance provides value-added metals processing services and distributes a full-line of over 100,000 metal products to more than 125,000 customers in a broad range of industries. Reliance focuses on small orders with quick turnaround and value-added processing services. In 2021, Reliance’s average order size was $3,050, approximately 50% of orders included value-added processing and approximately 40% of orders were delivered within 24 hours. Reliance Steel & Aluminum Co.’s press releases and additional information are available on the Company’s website at www.rsac.com.
CONTACT:
(213) 576-2428
investor@rsac.com
or Addo Investor Relations
(310) 829-5400
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