RELIANCE STEEL & ALUMINUM CO (Form: 8-K, Received: 10/05/2016 16:05:05)

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 4, 2016

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 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 5.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(d) On October 4, 2016, the Board of Directors (the “Board”) of Reliance Steel & Aluminum Co. (the “Company”), upon recommendation of the Board’s Nominating and Governance Committee, increased the size of the Board from 9 to 11 members and appointed Karen W. Colonias, 59, and Douglas W. Stotlar, 56, to serve as independent directors.

Each of Ms. Colonias’ and Mr. Stotlar’s term took effect on October 4, 2016 and will expire at Reliance’s 2017 Annual Meeting of Stockholders. Each of Ms. Colonias and Mr. Stotlar was also appointed to the Audit Committee and the Compensation Committee of the Board.

Ms. Colonias is currently the President and Chief Executive Officer of Simpson Manufacturing Co. (NYSE:SSD). Ms. Colonias is also a Director of Simpson Manufacturing and has served on its Board of Directors since 2012. Mr. Stotlar is currently a Director of the Detroit Branch of the Federal Reserve Bank of Chicago. Mr. Stotlar was President and Chief Executive Officer of Con-way Inc. from 2005 until its acquisition by XPO Corporation in 2015.

There are no arrangements or understandings between either Ms. Colonias or Mr. Stotlar and any other persons pursuant to which they were selected as directors, and neither Ms. Colonias nor Mr. Stotlar has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Each of Ms. Colonias and Mr. Stotlar will participate in the current director compensation arrangements applicable to non-employee directors, which are described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2016.

The Company will enter into an indemnification agreement with each of Ms. Colonias and Mr. Stotlar 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.

A copy of the press release with respect to the appointments of Ms. Colonias and Mr. Stotlar is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit

99.1		Press Release issued by Reliance Steel & Aluminum Co., dated October 5, 2016.

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: October 5, 2016	By:	/s/ William A. Smith II
		William A. Smith II
		Senior Vice President, General Counsel and Corporate Secretary

INDEX TO EXHIBITS

Exhibit No.		Description of Exhibit

99.1		Press Release issued by Reliance Steel & Aluminum Co., dated October 5, 2016.

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

RELIANCE STEEL & ALUMINUM CO. ANNOUNCES NEW DIRECTORS

LOS ANGELES—October 5, 2016—Reliance Steel & Aluminum Co. (NYSE: RS) announced today that it has increased the size of its Board of Directors from nine to 11 members and appointed Karen W. Colonias, 59, and Douglas W. Stotlar, 56, to serve as independent directors. Each of Ms. Colonias’ and Mr. Stotlar’s term took effect on October 4, 2016 and will expire at Reliance’s 2017 Annual Meeting of Stockholders. Each of Ms. Colonias and Mr. Stotlar was also appointed to the Audit Committee and the Compensation Committee of Reliance’s Board of Directors.

Mark Kaminski, Chairman of the Board of Reliance, commented, “We are very pleased to welcome Karen and Doug to Reliance’s Board of Directors. Karen and Doug have extensive board and management experience that complements Reliance’s existing Board membership. We are confident that Karen and Doug will provide valuable perspectives and insights which will enhance continued execution of our successful growth and operational strategies.”

Ms. Colonias is currently the President and Chief Executive Officer of Simpson Manufacturing Co., Inc. (NYSE:SSD) (“Simpson”). Ms. Colonias is also a Director of Simpson, having served on the Board of Directors since 2013. Ms. Colonias was named President and Chief Executive Officer of Simpson in 2012 after serving as Simpson’s Chief Financial Officer since 2009. Ms. Colonias joined Simpson Strong-Tie Company Inc., a subsidiary of Simpson, in 1984 as an engineer and subsequently held various management and executive positions, including Vice President. A licensed professional civil engineer, Ms. Colonias received a Bachelor of Science degree in Civil Engineering from California State University, Sacramento and a Master of Business Administration degree from California State University, East Bay.

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

Mr. Stotlar is currently a Director of the Detroit Branch of the Federal Reserve Bank of Chicago. Mr. Stotlar was President and Chief Executive Officer of Con-way Inc. from 2005 until its acquisition by XPO Corporation in 2015. Mr. Stotlar joined Con-way in 1985 as a freight operations supervisor for Con-Way Central Express and served in numerous management and executive capacities before becoming President and Chief Executive Officer in 2005. Mr. Stotlar has served on the Board of Directors of AECOM Technology Corporation since 2014. Mr. Stotlar served on the Board of Directors of URS Corporation from 2007 until its acquisition by AECOM Technology Corporation in 2014. Mr. Stotlar received a Bachelor of Science degree from The Ohio State University.

About Reliance Steel & Aluminum Co.

Reliance Steel & Aluminum Co., headquartered in Los Angeles, California, is the largest metals service center company in North America. Through a network of more than 300 locations in 40 states and twelve countries outside of the United States, the Company 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 2015, Reliance’s average order size was $1,660, approximately 47% 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 web site at www.rsac.com.

CONTACT:

Brenda Miyamoto

Investor Relations

(213) 576-2428

investor@rsac.com

or Addo Communications

(310) 829-5400