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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 15, 2024

 

 

 

RELIANCE, INC.

(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)

 

16100 N. 71st Street, Suite 400

Scottsdale, AZ 85254

(Address of principal executive offices)

 

(480) 564-5700

(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   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.

 

(e)On May 15, 2024, the stockholders of Reliance, Inc. (the “Company”) approved an amendment to the Reliance, Inc. Second Amended and Restated 2015 Incentive Award Plan (the “Amended Plan”) to extend its duration by 5 years (through 2030).

 

The material terms and conditions of the Amended Plan have been previously described under Proposal No. 4 in the Company’s Definitive Proxy Statement on Schedule 14A (beginning on page 14) filed with the Securities and Exchange Commission on April 3, 2024 (the “Proxy Statement”), and in the Amended Plan document attached as Annex A thereto. The description of the Amended Plan in the Proxy Statement is incorporated by reference into Item 5.02 of this Current Report on Form 8-K. The summary is qualified in its entirety by the full text of the Amended Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

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

 

(a)On May 15, 2024, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) via live webcast. At the Annual Meeting, 50,921,721 shares were represented in person or by proxy, or 88.67% of the total shares outstanding as of the record date for the Annual Meeting.

 

(b)The Company’s stockholders voted on the matters set forth below:

 

(1)Each of the nominees for election to the Company’s Board of Directors (the “Board”) were elected to hold office until the Company’s next Annual Meeting of Stockholders, based upon the following votes:

 

Nominee for director  Votes For   Votes Against   Votes
Abstained		   Broker Non-Votes 
Lisa L. Baldwin   46,231,942    1,016,903    28,286    3,644,590 
Karen W. Colonias   46,550,321    675,315    51,495    3,644,590 
Frank J. Dellaquila   46,898,886    345,204    33,041    3,644,590 
Mark V. Kaminski   45,433,247    1,816,165    27,719    3,644,590 
Karla R. Lewis   47,083,105    174,065    19,961    3,644,590 
Robert  A. McEvoy   46,180,505    1,058,194    38,432    3,644,590 
David W. Seeger   46,169,442    1,068,880    38,809    3,644,590 
Douglas W. Stotlar   43,216,317    4,040,357    20,457    3,644,590 

 

(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 45,486,561 for; 1,742,917 against; and 47,653 abstentions. There were 3,644,590 broker non-votes.

 

 2

 

 

(3)The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was approved based upon the following votes:

 

The vote was 50,230,150 for; 624,481 against; and 67,090 abstentions. There were no broker non-votes.

 

(4)The proposal to approve an amendment to the Reliance, Inc. Second Amended and Restated 2015 Incentive Award Plan to extend its duration by 5 years was approved based upon the following votes.

 

The vote was 45,679,584 for; 1,543,015 against; and 54,532 abstentions. There were 3,644,590 broker non-votes.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit No. Description
10.1 Amendment No. 2 to the Reliance, Inc. Second Amended and Restated 2015 Incentive Award Plan 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 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 hereunto duly authorized.

 

  RELIANCE, INC.
   
Dated: May 16, 2024 By: /s/ William A. Smith II
    William A. Smith II
    Senior Vice President, General Counsel and Corporate Secretary  

 

 4

 

 

Exhibit 10.1

 

AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED
2015 INCENTIVE AWARD PLAN

 

This Amendment No. 2 (“Amendment”) to the Reliance, Inc. Second Amended and Restated 2015 Incentive Award (“Plan”) is adopted by the Board of Directors of Reliance, Inc., a Delaware corporation (the “Company”), to be effective as of May 15, 2024, subject to receiving the approval of the shareholders at the Company’s Annual Meeting of Shareholders scheduled for May 15, 2024.

 

1.Purpose. The purpose of this Amendment is to amend the Plan. All terms in this Amendment shall have the same meanings as set forth in the Plan unless otherwise specifically defined.

 

2.Authority to Amend. Under Sections 13.1 and 13.2 of the Plan, the Board has express authority to amend the Plan from time to time, subject to stockholder approval if the amendment would: (i) increase the limit on the maximum number of Shares which may be issued under the Plan or the Award Limit, (ii) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan or take any action prohibited by the Plan provisions prohibiting repricing, or (iii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of specific terms of the Plan. The rules of the New York Stock Exchange require shareholder approval of equity compensation plans such as the Plan and material revisions thereto, including a material extension of the term of the plan. This Amendment is intended to extend the term of the Plan and, accordingly, the Board of Directors shall obtain stockholder approval for this Amendment.

 

3.Amendment to Term of Plan. Section 13.1(c) of the Plan is hereby amended in its entirety as follows:

 

“(c) No awards may be granted or awarded during any period of suspension or after termination of the Plan, and notwithstanding anything herein to the contrary, in no event may any Award be granted after February 24, 2030 (such date, the “Expiration Date”). Any Awards that are outstanding on the Expiration Date shall remain in force according to the terms of the Plan, the applicable Program and he applicable Award Agreement.”

 

​ RELIANCE, INC.

 

By: /s/ William A. Smith II  

Name: William A. Smith II

Title: Senior Vice President, General Counsel and Corporate Secretary

 

 

 

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Cover
May 15, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date May 15, 2024
Entity File Number 001-13122
Entity Registrant Name RELIANCE, INC.
Entity Central Index Key 0000861884
Entity Tax Identification Number 95-1142616
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 16100 N. 71st Street
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Scottsdale
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85254
City Area Code 480
Local Phone Number 564-5700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.001 par value
Trading Symbol RS
Security Exchange Name NYSE
Entity Emerging Growth Company false
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