SEC Filings

DEFR14A
RELIANCE STEEL & ALUMINUM CO filed this Form DEFR14A on 04/08/2019
Entire Document
 

PROXY STATEMENT

Your vote is very important. Reliance’s Board of Directors is requesting that you allow your common stock to be represented and voted at the Annual Meeting by the Company’s officers (proxies) named on the proxy card. The proxy statement is first being sent and made available to our stockholders on or about April 5, 2019.

Business Highlights

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Record net sales of $11.53 billion in 2018.

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Record gross profit of $3.28 billion in 2018, increased $493.7 million, or 17.7%, from our second highest gross profit dollars in 2017.

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Record pretax income of $850.6 million in 2018, increased $266.8 million, or 45.7%, from 2017.

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Record earnings per diluted share of $8.75 per share in 2018, compared to $8.34 per diluted share in 2017. Excluding the impact of tax reform, our earnings per share increased $3.27, or 59.2%, from $5.52 in 2017 to $8.79 in 2018.(1) 

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Record share repurchases of $484.9 million in 2018.

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$145.3 million of cash dividends in 2018.

Corporate Governance Highlights (see page 53)

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All directors are elected annually by majority of votes cast.

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The Company has an independent, non-executive Chairman of the Board.

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Nine of our eleven directors, and seven of our nine directors nominated by the Board for re-election to the Board at this annual meeting, are independent.

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All of our standing committees of the Board consist solely of independent directors.

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Independent directors meet regularly in executive sessions.

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Director retirement policy (age 75).

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More than 93% Board and committee meeting attendance in 2018.

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Stock ownership and retention requirements applicable to all directors and officers.

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Prohibition of speculative and hedging transactions by all employees and directors.

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Our stockholders have the right to act by written consent.

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Special meetings may be called by stockholders holding shares entitled to cast not less than 10% in voting power of our outstanding stock.

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Our Bylaws provide our stockholders with a meaningful proxy access right.

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Board oversight in executive succession planning.

· No super‑majority voting requirements to approve mergers or other business combinations.


(1)

Earnings per diluted share, excluding the impact of tax reform, is not a performance measure under U.S. generally accepted accounting principles (“GAAP”). We believe it is appropriate to disclose this performance measure as it helps investors analyze business performance and trends. Earnings per diluted share, excluding the impact of tax reform, should be considered neither in isolation nor as a substitute for reported earnings per diluted share prepared in accordance with GAAP. The provisional estimate of the impact of tax reform and subsequent finalization of that assessment (decreased) increased earnings per diluted share ($0.04) and $2.28 in 2018 and 2017, respectively.

2