RELIANCE STEEL & ALUMINUM CO (Form: 8-K, Received: 10/06/2021 16:31:52)

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): October 5, 2021

RELIANCE STEEL & ALUMINUM CO.

(Exact name of registrant as specified in its charter)

Delaware		001-13122		95-1142616
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

350 South Grand Avenue, Suite 5100

Los Angeles, CA 90071

(Address of Principal Executive Offices) (Zip Code)

(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 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.

On October 6, 2021, Reliance Steel & Aluminum Co. (the “Company”) announced that it increased the size of its Board of Directors from eleven to twelve directors and appointed Frank J. Dellaquila to serve as an independent director, effective October 5, 2021. Mr. Dellaquila’s term will expire at the Company’s 2022 Annual Meeting of Stockholders. Mr. Dellaquila will serve on the Audit Committee of the Board of Directors and the Board has designated him as an audit committee financial expert.

Mr. Dellaquila, 64, is the senior executive vice president and chief financial officer of Emerson Electric Co., a technology and engineering company providing solutions across a broad range of industries and markets. He joined Emerson in 1991 and previously held other executive positions with the company before being named CFO in 2009. Mr. Dellaquila earned a Bachelor of Science degree in accounting from Fordham University and a Masters of Business Administration in finance from Columbia University.

Mr. Dellaquila will participate in the current director compensation arrangements applicable to non-employee directors, which are described under “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2021. The Company will enter into an indemnification agreement with Mr. Dellaquila in substantially the form of the Company’s standard form of indemnification agreement. Such form of indemnification agreement was included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 2016 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Dellaquila and any other persons pursuant to which he was selected as a director. Additionally, Mr. Dellaquila does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release issued by the Company announcing Mr. Dellaquila’s appointment 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 9.01.

Financial Statements and Exhibits.

Exhibit No.	Description

99.1	Press Release dated October 5, 2021 (included herewith).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

Date: October 6, 2021	By:	/s/ William A. Smith II
		William A. Smith II
		Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

RELIANCE STEEL & ALUMINUM CO. ANNOUNCES APPOINTMENT OF FRANK J. DELLAQUILA TO bOARD OF DIRECTORS

Los Angeles— October 6, 2021—Reliance Steel & Aluminum Co. (NYSE: RS) today announced the appointment of Frank J. Dellaquila, 64, to serve as an independent director. Mr. Dellaquila’s term took effect on October 5, 2021 and will expire at the 2022 Annual Meeting of Stockholders. Mr. Dellaquila will serve on Reliance’s Audit Committee and the Board has designated him as an audit committee financial expert. Following the appointment of Mr. Dellaquila, Reliance’s Board will be comprised of 12 members, 10 of whom are independent.

"We are very excited to welcome Frank to Reliance's Board of Directors and look forward to his contributions as we continue to execute Reliance’s strategy and generate industry-leading results,” said Mark Kaminski, Chairman of Reliance’s Board of Directors. “Frank’s extensive strategic leadership experience as well as his financial and accounting expertise complement and deepen the skillsets in our board room.”

Jim Hoffman, Reliance’s Chief Executive Officer, added: “I am pleased to welcome Frank as a new independent director on Reliance’s Board and we all look forward to benefitting from his perspectives, experience and expertise.”

Mr. Dellaquila is the senior executive vice president and chief financial officer of Emerson Electric Co., a technology and engineering company providing solutions across a broad range of industries and markets. He joined Emerson in 1991 and previously held other executive positions with the company before being named CFO in 2009. Mr. Dellaquila earned a bachelor of science degree in accounting from Fordham University and a master of business administration in finance from Columbia University.

350 South Grand Avenue, Suite 5100 I Los Angeles CA 90071 I Phone: 213-687-7700 I Fax: 213-687-8792 I www.rsac.com

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 300 locations in 40 states and 13 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 increasing levels of value-added processing. In 2020, Reliance’s average order size was $1,910, approximately 49% 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