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

 

2



 

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 9.01       Financial 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.

 

3



 

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

 

4



 

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.

 

5