Form 8-K RELIANCE STEEL & ALUMINU For: Oct 20

 

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 20, 2015

 

 

RELIANCE STEEL & ALUMINUM CO.

(Exact name of registrant as specified in its charter)

 

 

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 20, 2015, 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 10 members and elected Robert McEvoy, 49, to the Board effective October 20, 2015 for a term continuing to the Company’s 2016 Annual Meeting of Stockholders. Mr. McEvoy has not been appointed to serve on any committees of the Board at this time. The Board determined that Mr. McEvoy will be an independent director within the meaning of the New York Stock Exchange listing standards.

 

Mr. McEvoy retired as a Managing Director of Goldman Sachs in April 2014 after nine years with the firm. At Goldman Sachs, Mr. McEvoy was a portfolio manager focused on the materials and industrials sectors. From 1989 to 2001, Mr. McEvoy served in a variety of roles with the investment banking firms of Donaldson Lufkin & Jenrette and Credit Suisse First Boston, where he co-founded the firm’s Metals and Mining Group.  Mr. McEvoy received a Bachelor of the Arts from the University of Virginia.

 

There are no arrangements or understandings between Mr. McEvoy and any other persons pursuant to which he was selected as a director. Additionally, there are no transactions involving the Company and Mr. McEvoy that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

 

Mr. McEvoy will receive compensation for his Board and any committee service in accordance with the Company’s standard compensation arrangements for 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 10, 2015.

 

The Company will enter into an indemnification agreement with Mr. McEvoy in substantially the form of the Company’s standard form of indemnification agreement. Such form of indemnification agreement was included as Exhibit 10.3 to the Company’s Registration Statement on Form S-1, as amended, originally filed on May 25, 1994 as Commission File No. 33-79318 and is incorporated herein by reference.

 

A copy of the press release with respect to the appointment of Mr. McEvoy 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 21, 2015

 

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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 22, 2015	By:	/s/ William A. Smith II
		William A. Smith II
		Senior Vice President, General Counsel and Corporate Secretary

 

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INDEX TO EXHIBITS

 

Exhibit No.		Description of Exhibit
99.1		Press Release issued by Reliance Steel & Aluminum Co., dated October 21, 2015

 

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Exhibit 99.1

 

 

NEWS RELEASE

FOR IMMEDIATE RELEASE

 

RELIANCE STEEL & ALUMINUM CO. ANNOUNCES NEW DIRECTOR

 

LOS ANGELES—October 21, 2015—Reliance Steel & Aluminum Co. (NYSE: RS) announced today that it has increased the size of its Board of Directors from nine to ten members and appointed Robert A. McEvoy, 49, to serve as an independent director.  Mr. McEvoy’s term took effect on October 20, 2015 and will expire at the 2016 Annual Meeting of Stockholders.

 

David Hannah, Executive Chairman of the Board of Reliance, commented, “I am very pleased to welcome Rob to Reliance’s Board of Directors. Rob’s extensive knowledge of the metals and mining industry and his expertise and experience in mergers and acquisitions, corporate finance and equity portfolio management will provide valuable perspectives and insights which will enhance the continued execution of our strategy and delivery of industry leading results.”

 

Mr. McEvoy retired as a Managing Director of Goldman Sachs in April 2014 after nine years with the firm.  At Goldman Sachs, Mr. McEvoy was a portfolio manager focused on the materials and industrials sectors.  From 1989 to 2001, Mr. McEvoy served in a variety of roles with the investment banking firms of Donaldson Lufkin & Jenrette and Credit Suisse First Boston, where he co-founded the firm’s Metals and Mining Group.  Mr. McEvoy received a Bachelor of the Arts from the University of Virginia.

 

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 39 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 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

[email protected]

 

or Addo Communications

(310) 829-5400

 

350 South Grand Avenue, Suite 5100

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Los Angeles CA 90071

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Phone: 213-687-7700

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Fax: 213-687-8792

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www.rsac.com