Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retirement of
OnMay 18, 2022 ,Michael P. Shanley , the Senior Vice President, Operations ofReliance Steel & Aluminum Co. (the "Company") notified the Company of his intended retirement from the Company, effectiveDecember 31, 2022 . In advance of his retirement,Mr. Shanley will transition from his current position to the role of Special Advisor, effectiveJuly 1, 2022 . As Special Advisor,Mr. Shanley will report directly toJim 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 untilDecember 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
In addition, onMay 19, 2022 , the Company announced the promotion ofStephen P. Koch to the position of Executive Vice President and Chief Operating Officer, effectiveJuly 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 sinceApril 2010 . FromJuly 2007 until he joined the Company,Mr. Koch was President ofChapel Steel Corp. , a subsidiary of the Company. Prior to that he held the positions of Executive Vice President ofChapel Steel Corp. from 2005 toJune 2007 , and Vice President ofChapel Steel Corp. from 1995 to 2005 and had previously served as Sales Manager ofChapel 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 betweenMr. 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 andMr. Koch that the Company would be required to report pursuant to Item 404(a) of Regulation S-K. In connection withMr. Koch's promotion, the Company also announced the promotion ofMichael R. Hynes to Senior Vice President, Operations, effectiveJuly 1, 2022 .Mr. Hynes currently serves as President ofPhoenix Corporation , a wholly-owned subsidiary of the Company with a network of 14 metal service center locations across theU.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 atReliance Metalcenter Union City (an operating division of the Company) andPhoenix Corporation , where
he was named President in 2019. * * * 2
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
"Annual Meeting") via live webcast. At the Annual Meeting, 55,964,784 shares
were represented in person or by proxy, 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 Board of Directors were
elected to hold office until the Company's next Annual Meeting, based upon
the following votes: Votes Broker Nominee Votes For Votes Against Abstained 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 3
(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 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
registered public accounting firm for the 2022 fiscal year was approved based
upon the following votes:
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 the size limit on the stockholder nominating group was not
approved based upon the following votes:
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.
(d) Exhibits. Exhibit No. Description
99.1 Press Release dated
4
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