UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 20, 2020, the stockholders of Reliance Steel & Aluminum Co. (the “Company”) approved (i) the amendment and restatement of the Reliance Steel & Aluminum Co. Amended and Restated 2015 Incentive Award Plan (the “Amended Plan”) and (ii) an amendment to the Reliance Steel & Aluminum Co. Directors Equity Plan (the “Amended Directors Plan”).
The material terms and conditions of the Amended Plan have been previously described under Proposal No. 4 in the Company’s Definitive Proxy Statement on Schedule 14A (beginning on page 20) filed with the Securities and Exchange Commission on April 9, 2020 (the “Proxy Statement”), and in the Amended Plan document attached as Annex A thereto. The description of the Amended Plan in the Proxy Statement is incorporated by reference into Item 5.02 of this Current Report on Form 8-K. The summary is qualified in its entirety by the full text of the Amended Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The material terms and conditions of the Amended Directors Plan have been previously described under Proposal No. 5 in the Proxy Statement (beginning on page 30), and in the Amended Directors Plan document attached as Annex B thereto. The description of the Amended Directors Plan in the Proxy Statement is incorporated by reference into Item 5.02 of this Current Report on Form 8-K. The summary is qualified in its entirety by the full text of the Amended Directors Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Stockholders (“Annual Meeting”) on May 20, 2020; 58,042,020 shares were represented in person or by proxy, or 91.20% of the total shares outstanding. Stockholders voted on the matters set forth below:
| 1. | The nominees for election to the Company’s Board of Directors were elected to hold office until the Company’s next Annual Meeting, based upon the following votes: |
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| Nominee | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||||
| Sarah J. Anderson | 52,716,323 | 37,739 | 62,588 | 5,225,370 | ||||||||||||
| Lisa L. Baldwin | 52,712,754 | 41,145 | 62,751 | 5,225,370 | ||||||||||||
| Karen W. Colonias | 52,620,441 | 133,381 | 62,828 | 5,225,370 | ||||||||||||
| John G. Figueroa | 52,564,469 | 191,614 | 60,567 | 5,225,370 | ||||||||||||
| David H. Hannah | 52,445,816 | 323,068 | 47,766 | 5,225,370 | ||||||||||||
| James D. Hoffman | 52,458,815 | 309,990 | 47,845 | 5,225,370 | ||||||||||||
| Mark V. Kaminski | 51,690,808 | 1,071,552 | 54,290 | 5,225,370 | ||||||||||||
| Robert A. McEvoy | 52,696,916 | 52,892 | 66,842 | 5,225,370 | ||||||||||||
| Andrew G. Sharkey, III | 52,085,333 | 669,638 | 61,679 | 5,225,370 | ||||||||||||
| Douglas W. Stotlar | 52,598,784 | 153,000 | 64,866 | 5,225,370 | ||||||||||||
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 51,961,404 for; 779,693 against; and 75,553 abstentions. There were 5,225,370 broker non-votes.
3. The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2020 fiscal year was approved based upon the following votes:
The vote was 57,430,995 for; 524,060 against; and 86,965 abstentions. There were no broker non-votes.
4. The proposal to amend and restate the Reliance Steel & Aluminum Co. Amended and Restated 2015 Award Plan was approved based on the following votes:
The vote was 51,427,850 for; 1,320,182 against; and 68,618 abstentions. There were 5,225,370 broker non-votes.
5. The proposal to amend the Reliance Steel & Aluminum Co. Directors Equity Plan was approved based on the following votes:
The vote was 51,787,167 for; 989,563 against; and 39,920 abstentions. There were 5,225,370 broker non-votes.
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6. The stockholder proposal regarding changes to the Company’s proxy access bylaw was not approved based upon the following votes:
The vote was 15,387,087 for; 37,323,157 against; and 106,406 abstentions. There were 5,225,370 broker non-votes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Reliance Steel & Aluminum Co. Second Amended and Restated 2015 Incentive Award Plan |
| 10.2 | Amendment No. 1 to Reliance Steel & Aluminum Co. Directors Equity Plan |
| 104 | Cover Page Interactive File (the cover page tags are 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 22, 2020 | By: | /s/ William A. Smith II |
| William A. Smith II | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
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