8-K

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 16, 2012

RELIANCE STEEL & ALUMINUM CO.

(Exact name of registrant as specified in its charter)

California	001-13122	95-1142616
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07       Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Shareholders of Reliance Steel & Aluminum Co. (the “Company”) was held on May 16, 2012, at 10:00 a.m., California time, at The Omni Hotel, 251 South Olive Street, Los Angeles, California 90012.  The following is a brief description of the matters voted upon at the meeting, which are more fully described in our proxy statement, and the certified results:

Proposal 1 – Election of Directors

The Company’s shareholders elected the four persons nominated by the Board of Directors as directors for a one-year term as follows:

Name	Votes For	Votes Withheld	Broker Non-Votes
David H. Hannah	60,014,555	1,899,498	8,176,355
Mark V. Kaminski	61,056,058	857,995	8,176,355
Gregg J. Mollins	61,341,405	572,648	8,176,355
Andrew G. Sharkey, III	60,994,495	919,558	8,176,355

Each of the above directors shall serve for a term of one year and until their successors have been duly elected and qualified.

Proposal 2 – Amendment of the Company’s Restated Articles of Incorporation

The Company’s shareholders approved an amendment to the Company’s Restated Articles of Incorporation to increase the number of authorized shares of Common Stock to 200,000,000 as follows:

Votes For	Votes Against	Abstained	Broker Non-Votes
56,565,075	5,303,667	45,311	8,176,355

A copy of the Certificate of Amendment to the Restated Articles of Incorporation is attached as Exhibit 3.1 hereto.

Proposal 3 – Advisory Vote on the Approval of the Compensation of Our Named Executive Officers

The Company’s shareholders approved the compensation of our named executive officers as follows:

Votes For	Votes Against	Abstained	Broker Non-Votes
60,360,489	1,282,781	270,783	8,176,355

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Proposal 4 – Shareholder Proposal

The Company’s shareholders did not approve the shareholder proposal to separate the roles of CEO and Chairman as follows:

Votes For	Votes Against	Abstained	Broker Non-Votes
26,058,437	35,795,360	60,256	8,176,355

Proposal 5 – Ratification of Company’s Independent Auditors

The Audit Committee selected KPMG LLP as the independent registered public accounting firm to perform the annual audit of the 2012 consolidated financial statements of the Company and its subsidiaries. The Company’s shareholders ratified the selection of KPMG LLP as follows:

Votes For	Votes Against	Abstained	Broker Non-Votes
69,989,457	55,772	45,179	N/A

No other matters were brought before the Annual Meeting for shareholder action.

Item 9.01Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

N/A

(b)Pro Forma Financial Information.

N/A

(c)Shell company transactions.

N/A

(d)Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to the Restated Articles of Incorporation of Reliance Steel & Aluminum Co.

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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 thereunto duly authorized.

	RELIANCE STEEL & ALUMINUM CO.
Dated: May 16, 2012	By:	/s/ Kay Rustand
		Kay Rustand
		Vice President, General Counsel and Corporate Secretary

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RELIANCE STEEL & ALUMINUM CO.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Certificate of Amendment to the Restated Articles of Incorporation of Reliance Steel & Aluminum Co.

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

RESTATED ARTICLES OF INCORPORATION

OF

RELIANCE STEEL & ALUMINUM CO.

Gregg J. Mollins and Kay Rustand hereby certify that:

1. They are the President and Corporate Secretary, respectively, of Reliance Steel & Aluminum Co., a California corporation (the “Corporation”).

2. Article III of the Restated Articles of Incorporation of the Corporation, as amended by the Certificate of Amendment dated May 29, 1998, is hereby amended to read as follows:

ARTICLE III

“The corporation is authorized to issue two classes of shares, designated respectively “Common Stock” and “Preferred Stock”. The number of authorized shares of Common Stock is 200,000,000, and the number of authorized shares of Preferred Stock is 5,000,000. Shares of Preferred Stock may be issued from time to time in one or more series.

“The Board of Directors is authorized to fix the number of shares of each series of Preferred Stock and to determine the designation of each series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number then outstanding) the number of shares of any series subsequent to the issue of shares of that series.”

3. The foregoing Amendment has been duly approved by the Board of Directors of the Corporation at a meeting held February 14, 2012, pursuant to Section 902 of the California Corporations Code.

4. The foregoing Amendment has been approved by the required vote of the shareholders of the corporation in accordance with Section 902 of the California Corporations Code; the total number of outstanding shares of the single class of shares entitled to vote is 75,122,110; and the number of shares voting in favor of the foregoing amendment and this Certificate exceeded the vote required, such required vote being a majority of the outstanding common shares.

The undersigned further each declare under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate are true and correct to his or her own knowledge.

Executed at Los Angeles, California, on May 16, 2012.

/s/ Gregg J. Mollins

Gregg J. Mollins

President

/s/ Kay Rustand

Kay Rustand

Corporate Secretary