UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 11, 2022, Reliance Steel & Aluminum Co. (the “Company”) announced that James D. Hoffman will retire as the Company’s Chief Executive Officer (the “CEO”) at the end of the Company’s fiscal year on December 31, 2022. Mr. Hoffman will remain with the Company in a non-executive officer role serving as Senior Advisor to the CEO through December 31, 2023. Mr. Hoffman will continue to serve on the Company’s Board of Directors (the “Board”).
The Company also announced current President, Karla R. Lewis, will succeed Mr. Hoffman as CEO effective January 1, 2023. These changes are occurring as part of a deliberate and long-planned leadership succession process.
Mrs. Lewis (age 56) has served as a member of the Board and as President since January 15, 2021. Mrs. Lewis joined the Company in 1992 as Corporate Controller and has held various positions of increasing responsibility since then including serving as Chief Financial Officer from 1992 until her promotion to President in 2021. She was promoted to Senior Vice President in 2000, Executive Vice President in 2002 and Senior Executive Vice President in 2015. For four years prior to joining the Company, Mrs. Lewis, a certified public accountant (inactive), was employed by Ernst & Young LLP (Ernst & Whinney) in various professional staff positions. Mrs. Lewis has been a member of the board of directors of The Goodyear Tire & Rubber Company since April 2021.
As President and CEO, Mrs. Lewis will receive an annual base salary of $1,200,000 and will continue to be eligible to receive an annual non-equity incentive plan award with a target award of 150% of her base salary. Mrs. Lewis will receive equity compensation awards as determined by the Compensation Committee of the Board. Mrs. Lewis has no family relationships with any director or other executive officer of the Company and has no related person transactions with the Company.
As Senior Advisor to the CEO, Mr. Hoffman’s base salary will be reduced to $1,100,000 in 2023. Mr. Hoffman will not be eligible to receive an equity compensation award in 2023 but will be eligible to receive an annual non-equity incentive plan award with a target award of 150% of his base salary.
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A copy of the press release issued by the Company making the announcements referenced above is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 11, 2022 (included herewith). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. | ||
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Dated: October 11, 2022 |
By: |
/s/ William A. Smith II |
| William A. Smith II | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
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