SEC Filings

DEF 14A
RELIANCE STEEL & ALUMINUM CO filed this Form DEF 14A on 04/05/2019
Entire Document
 

RELATED Person TRANSACTIONS AND INDEMNIFACTION

We currently employ four individuals – Matthew Hannah, Grant Hoffman, Ryan Mollins and Sean Mollins – who are immediate family members of executive officers or directors and whose individual aggregate compensation and benefits paid by the Company in 2018 exceeded $120,000. Each of these employees is compensated in a manner consistent with our employment and compensation policies applicable to all employees.

Director Karen W. Colonias serves as the President and Chief Executive Officer of SSD. Subsidiaries of the Company conducted approximately $1,400,000 in transactions with SSD in 2018. Reliance believes that these were ordinary commercial transactions and were made at arm's-length.

The Board of Directors has reviewed and ratified these transactions under the standards described below.

Except as set forth above, since January 1, 2018, there have been no related person transactions with any director or executive officer of the Company or any other related person, as defined in Rule 404 under Regulation S-K promulgated under the Securities Act of 1933, as amended, and none is proposed. Our policies and procedures with respect to the review of any proposed transactions are evidenced in the Company’s Code of Conduct, which requires that all material facts be disclosed to the full Board of Directors (or in the case of non-director employees, to corporate officers) and then all disinterested persons will review and consider what, if any, actions need to be taken. The Company’s Principles of Corporate Governance require directors to report any matter that conflicts with the interests of the Company or gives the appearance of a conflict immediately to the Chairman of the Board and the Chair of the Nominating and Governance Committee for the matter to be evaluated with respect to the continued appropriateness of such director’s Board membership, and any personal interest a director has in a matter before the Board must be disclosed to the Board and such director must excuse himself or herself from participation in the discussion and shall not vote on the matter. Furthermore, pursuant to its Charter, the Audit Committee conducts an annual review of any related person transactions for potential conflicts of interest.

We indemnify our directors and our officers to the fullest extent permitted by law so that they will be free from undue concern about personal liability in connection with their service to Reliance. Our Bylaws require indemnification, and we have also entered into agreements with those individuals contractually obligating us to provide this indemnification to them.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors and certain of our officers to file reports of holdings and transactions in Reliance equities with the SEC.

To our knowledge, based solely on a review of the reports we filed on behalf of our directors and executive officers, we believe that during fiscal 2018 our directors, executive officers and holders of more than 10% of our common stock filed the required reports on a timely basis under Section 16(a), except for one Form 5 to report a gift transaction that was inadvertently filed late on behalf of Mr. Gimbel.

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR THE 2020 ANNUAL MEETING

We must receive any stockholder proposals intended to be presented at the 2020 Annual Meeting and included in our proxy materials relating to such meeting no later than December 7, 2019. If a stockholder proposal intended to be presented at the 2020 Annual Meeting and included in our proxy materials is not received by the Company on or before December 7, 2019, it will be deemed to be untimely.

Any stockholder proposals intended to be presented at the 2020 Annual Meeting but not submitted for inclusion in our proxy materials relating to such meeting must be received no earlier than January 16, 2020 and no later than February 15, 2020. Any such stockholder proposals submitted without a properly completed timely notice in accordance with the Bylaws will be deemed untimely and not properly submitted under the Bylaws.

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