Reliance Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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. |
| (e) | On May 15, 2024, the stockholders of Reliance, Inc. (the “Company”) approved an amendment to the Reliance, Inc. Second Amended and Restated 2015 Incentive Award Plan (the “Amended Plan”) to extend its duration by 5 years (through 2030). |
The material terms and conditions of the Amended Plan have been previously described under Proposal No. 4 in the Company’s Definitive Proxy Statement on Schedule 14A (beginning on page 14) filed with the Securities and Exchange Commission on April 3, 2024 (the “Proxy Statement”), and in the Amended Plan document attached as Annex A thereto. The description of the Amended Plan in the Proxy Statement is incorporated by reference into Item 5.02 of this Current Report on Form 8-K. The summary is qualified in its entirety by the full text of the Amended Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
| (a) | On May 15, 2024, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”) via live webcast. At the Annual Meeting, 50,921,721 shares were represented in person or by proxy, or 88.67% of the total shares outstanding as of the record date for the Annual Meeting. |
| (b) | The Company’s stockholders voted on the matters set forth below: |
| (1) | Each of the nominees for election to the Company’s Board of Directors (the “Board”) were elected to hold office until the Company’s next Annual Meeting of Stockholders, based upon the following votes: |
| Nominee for director | Votes For | Votes Against | Votes Abstained | Broker Non-Votes | ||||||||||||
| Lisa L. Baldwin | 46,231,942 | 1,016,903 | 28,286 | 3,644,590 | ||||||||||||
| Karen W. Colonias | 46,550,321 | 675,315 | 51,495 | 3,644,590 | ||||||||||||
| Frank J. Dellaquila | 46,898,886 | 345,204 | 33,041 | 3,644,590 | ||||||||||||
| Mark V. Kaminski | 45,433,247 | 1,816,165 | 27,719 | 3,644,590 | ||||||||||||
| Karla R. Lewis | 47,083,105 | 174,065 | 19,961 | 3,644,590 | ||||||||||||
| Robert A. McEvoy | 46,180,505 | 1,058,194 | 38,432 | 3,644,590 | ||||||||||||
| David W. Seeger | 46,169,442 | 1,068,880 | 38,809 | 3,644,590 | ||||||||||||
| Douglas W. Stotlar | 43,216,317 | 4,040,357 | 20,457 | 3,644,590 | ||||||||||||
| (2) | The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers was approved based upon the following votes: |
The vote was 45,486,561 for; 1,742,917 against; and 47,653 abstentions. There were 3,644,590 broker non-votes.
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| (3) | The proposal to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year was approved based upon the following votes: |
The vote was 50,230,150 for; 624,481 against; and 67,090 abstentions. There were no broker non-votes.
| (4) | The proposal to approve an amendment to the Reliance, Inc. Second Amended and Restated 2015 Incentive Award Plan to extend its duration by 5 years was approved based upon the following votes. |
The vote was 45,679,584 for; 1,543,015 against; and 54,532 abstentions. There were 3,644,590 broker non-votes.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description |
| 10.1 | Amendment No. 2 to the Reliance, Inc. Second Amended and Restated 2015 Incentive Award Plan |
| 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, INC. | ||
| Dated: May 16, 2024 | By: | /s/ William A. Smith II |
| William A. Smith II | ||
| Senior Vice President, General Counsel and Corporate Secretary | ||
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