SEC Filings

PRE 14A
RELIANCE STEEL & ALUMINUM CO filed this Form PRE 14A on 04/06/2001
Entire Document
 
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                             ELECTION OF DIRECTORS
 
     The Bylaws of the Company provide that the Board of Directors shall be
divided into two classes, as nearly equal in number as possible, and that one
class shall be elected each year and serve for a two-year term. The terms of
four of the incumbent directors expire as of the date of the Annual Meeting. THE
NOMINEES OF THE BOARD OF DIRECTORS FOR ELECTION AT THE ANNUAL MEETING AS
DIRECTORS OF THE COMPANY ARE DOUGLAS M. HAYES, ROBERT HENIGSON, KARL H. LORING
AND LESLIE A. WAITE. The term of office for each director elected at the Annual
Meeting will be two years, until the second following Annual Meeting of
Shareholders and until their successors are duly elected and qualified.
 
     In the absence of any direction to the contrary, the proxies will be voted
FOR the above-named nominees. In voting the proxies for election of directors,
the persons named as proxyholders have the right to cumulate the votes for
directors covered by the proxies (unless otherwise instructed) and may do so if
such action is deemed desirable.
 
     The nominees for the office of director expiring in 2001 were elected to
their present term of office by vote of the shareholders of the Company at the
Annual Meeting of Shareholders held in May 1999. Although it is not contemplated
that any nominee will decline or be unable to serve as a director, in the event
that, at the date of the Annual Meeting or any adjournment thereof, any nominee
declines or is unable to serve, the proxies will be voted for such other person
for director as the Board of Directors may select or, if no other person is so
selected, as the persons named in the proxies may, in their discretion, select.
 
     CERTAIN INFORMATION WITH RESPECT TO EACH NOMINEE IS SET FORTH IN
"MANAGEMENT" BELOW. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
THE ELECTION OF EACH NOMINEE AS A DIRECTOR OF THE COMPANY.
 
                         AUTHORIZED NUMBER OF DIRECTORS
 
     Under Section 3.2 of the Restated and Amended Bylaws (the "Bylaws") of the
Company, the authorized number of directors of the Company shall not be less
than five nor more than nine with the exact number of directors to be fixed,
within the specified limits, by the Board of Directors. The Company currently
has nine directors. The Board of Directors believes that it would be in the best
interest of the Company and its shareholders to increase the number of
authorized directors to allow the Company to provide for succession planning and
to meet the needs of the Company for certain expertise. Accordingly, the Board
of Directors adopted, and is seeking shareholder approval of, the following
resolution:
 
          "NOW, THEREFORE, IT IS HEREBY RESOLVED that Section 3.2 of the
     Bylaws be amended to provide that the authorized number of directors
     shall be not less than nine and not more than fifteen, with the exact
     number of directors to be nine until and unless the fixed number of
     directors is changed by resolution of the Board of Directors."
 
     The resolution must be approved by the affirmative vote of holders of a
majority of the shares of the Company's Common Stock represented and entitled to
vote at the Annual Meeting. THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THIS AMENDMENT OF THE BYLAWS TO INCREASE THE AUTHORIZED NUMBER OF
DIRECTORS.
 
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