RELIANCE, INC.

For the period ended May 15, 2024. Filed Apr 3, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2024 · Filed Apr 3, 2024

RS$417.00+0.7%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Proxy Summary

16100 N. 71st St., Suite 400

Scottsdale, Arizona 85254

(480) 564-5700

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement of Reliance, Inc. (the “Company” or “Reliance”) and in our Annual Report on Form 10-K for the year ended December 31, 2023. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

NEW NAME

Effective February 14, 2024, Reliance changed its corporate name from Reliance Steel & Aluminum Co. to Reliance, Inc. to reflect the Company’s evolution to “more than metal” as a leading global diversified metals solutions provider. Retaining the Reliance brand identity honors the Company’s strong reputation built over 85 years from its humble roots to becoming the largest metals service center company in North America with a global footprint of more than 315 locations in 40 U.S. states and 12 foreign countries. Modernization of the Reliance brand symbolizes how the Company has become much more than just a distributor of steel and aluminum. Reliance, Inc. is the culmination of a decades-long journey resulting from focused execution of an enduring strategic vision to be a best-in-class industrials company working collaboratively throughout its family of companies to deliver exceptional service to customers, pursue diversified growth opportunities, generate industry-leading returns for stockholders, positively contribute to the communities in which we live and work and provide a safe environment where employees are proud to work.

ANNUAL MEETING OF STOCKHOLDERS

	Time and Place
				May 15, 2024 10 a.m. Pacific Daylight Time (PDT)
				Electronically via live webcast accessible at www.virtualshareholdermeeting.com/RS2024
	Record Date
				Only stockholders at the close of business on March 28, 2024 are entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof.

PROXY VOTING


Internet Visit the website noted on your proxy card to vote online.	By Telephone Use the toll-free telephone number on your proxy card to vote by telephone.	By Mail Sign, date, and return your proxy card in the enclosed envelope to vote by mail.
During the Meeting To vote during the virtual meeting, visit www.virtualshareholdermeeting.com/RS2024 and use your 16-digit control number.

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VOTING MATTERS

Proposal · · · VotingRecommendation · · · Page ·
1	To elect the eight directors nominated by our Board of Directors to hold office until our next annual meeting and until his or her successor is elected and qualified.	FOR each nominee	10
2	To consider a non-binding, advisory vote to approve the compensation of our named executive officers.	FOR	11
3	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024.	FOR	12
4	To approve an amendment to the Reliance, Inc. Second Amended and Restated 2015 Incentive Award Plan to extend its duration by 5 years.	FOR	14
5	To transact such other business, if any, as properly comes before the meeting or any adjournment thereof.

VIRTUAL STOCKHOLDER MEETING

The Annual Meeting will be held “virtually”. If you were a stockholder as of the close of business on March 28, 2024 (the “Record Date”), you can attend the Annual Meeting online, vote your shares electronically, and submit your questions by visiting www.virtualshareholdermeeting.com/RS2024. You will need to have your 16-digit control number included on your Notice Regarding the Availability of Proxy Materials (the “Notice of Internet Availability”) or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The meeting webcast will begin promptly at 10 a.m. Pacific Daylight Time (PDT). Online check-in will begin approximately 15 minutes before then and we encourage you to allow ample time for check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting login page. An audio recording of the Annual Meeting will be available on the Investors section of our website after the meeting.

Additional information about our virtual stockholder meeting, including procedures for submitting questions at the Annual Meeting, is provided under “Participation in the Annual Meeting” on page 72.

The Company anticipates that the Notice of Internet Availability will first be mailed on or about April 3, 2024 to all stockholders entitled to vote at the Annual Meeting and we will post our proxy materials on the website referenced in the Notice of Internet Availability. As more fully described in the Notice of Internet Availability, all stockholders may choose to access our proxy materials on the website referred to in the Notice of Internet Availability or may request to receive a printed set of our proxy materials.

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 3, 2024.

	2 / 2024 Proxy Statement			investor.reliance.com

CORPORATE GOVERNANCE HIGHLIGHTS (see page 63)

Highlights of Corporate Governance

	All directors are elected annually by majority of votes cast. Independent, non-executive Chair of the Board. All standing committees of the Board consist solely of independent directors. Independent directors meet regularly in executive sessions. Policy that directors should not stand for re-election after reaching age 75. Over 99% Board and 100% committee meeting attendance by current Board members in 2023. Stock ownership and retention requirements applicable to all directors and officers. Prohibition of speculative, hedging and pledging transactions by all directors and executive officers.			Stockholder right to act by written consent. Special meetings may be called by stockholders holding shares entitled to cast not less than 10% in voting power of our outstanding stock. Market-standard, robust proxy access right. Board oversight of executive succession planning. No super-majority voting requirements to approve mergers or other business combinations. No standing stockholder rights plan or poison pill. Code of Conduct that applies to all directors, executive officers and senior management. Annual Board and committee self-evaluations.

Key Executive Compensation Practices

What We Do

		We align executive compensation with the interests of our stockholders: ● Strong pay-for-performance compensation structure with approximately 74% of our Chief Executive Officer (“CEO”) and 71% of our other named executive officers (“NEOs”) target total direct compensation tied to performance metrics. See pages 32 & 37. ● Target total direct compensation of our NEOs designed to approximate the market median of our executive compensation peer group when targeted performance levels are achieved. See page 37. ● In 2022 and 2023, 80% of all NEO target equity awards issued were performance-based. In 2024, 80% of the CEO, CFO and COO target equity awards are performance-based and 70% of the other NEOs’ target equity awards are performance-based. See pages 44 and 49. ● Stock ownership and retention requirements applicable to all directors and corporate officers, including our NEOs. See pages 47 & 69. ● Clawback and recoupment policy for cash and equity incentive compensation. See page 47.			Our executive compensation program is designed to reward the Company’s executive officers for strong operational and financial performance and to avoid excessive risk-taking: ● Double trigger provisions for accelerated vesting of equity awards upon a change in control. See page 45. ● All NEO performance-based equity awards are tied to a three-year performance target. See pages 44 and 49. ● Broad and deep distribution of equity awards throughout management while managing the dilutive impact and expense associated with those awards. See page 44. ● Limited perquisites. See page 45. ● Annual stockholder advisory vote to approve NEO compensation. See page 11. ● Independent compensation committee. See page 40. ● Independent compensation consultant. See page 41. ● Independent, non-executive Chair of the Board enhances the effectiveness of the Board’s oversight and governance and compensation practices. See page 67. ● All employee awards are subject to a minimum one-year vesting period, except with respect to a maximum of 5% of the remaining shares available for grant under the Second Amended and Restated 2015 Incentive Award Plan.

	investor.reliance.com			2024 Proxy Statement / 3

What We Don’t Do

		We adhere to executive compensation best practices
		No incentive plan design or feature which would encourage excessive risk-taking. No unlimited compensation; all variable compensation plans have caps on plan formulas. No employment agreements, severance agreements, change in control/golden parachute agreements or other similar agreements with any executive officer. See page 45. No tax gross-ups for perquisites, change in control excise taxes or otherwise.			No hedging of Reliance securities permitted by directors, officers and employees subject to our Insider Trading and Securities Compliance Policy. See page 48. No pledging of Reliance securities permitted by directors, officers and employees subject to our Insider Trading and Securities Compliance Policy. See page 48. No acceleration of unvested awards permitted, except for death, disability, a qualified retirement or termination without cause following a change in control.

	4 / 2024 Proxy Statement			investor.reliance.com

CORPORATE CITIZENSHIP AND SUSTAINABILITY

We recognize that we have a corporate social responsibility not only to our investors, but also to our employees, their families and the communities in which we live and conduct our business. Accountability to our stockholders, employees, and communities, and a commitment to ethical business practices, motivates and anchors us. Our responsibility to stockholders requires a diligent commitment to excellence and a focus on sustainable profitability. This commitment to excellence also requires that we set the highest standards for business practices, ensure a safe and productive workplace for our employees, are stewards of the natural environments in which we operate, and share our success by giving back to our communities.

Please refer to the ESG section of our website athttps://www.reliance.com/environmental-social-and-governance/ for further information on our environmental, social and governance matters and initiatives.

The website address presented above and elsewhere in this proxy statement is not intended to function as hyperlinks, and the information contained on our website is not part of this proxy statement and is not soliciting material.

BOARD NOMINEES (see page 10)

			LISA L. BALDWIN Managing Director, Elliott Management Corporation Independent Committee(s): Audit, Nominating and Governance					KAREN W. COLONIAS Former President and Chief Executive Officer, Simpson Manufacturing Co., Inc. Independent Committee(s): Audit, Compensation (Chair)
			FRANK J. DELLAQUILA Former Executive Vice President and Chief Financial Officer of Emerson Electric Co. Independent Committee(s): Audit (Chair)					MARK V. KAMINSKI* Former Executive Chairman Graniterock Independent Committee(s): Audit
			KARLA R. LEWIS President and Chief Executive Officer, Reliance, Inc. Other Public Company Boards: The Goodyear Tire & Rubber Company Committee(s): None					ROBERT A. MCEVOY Retired Managing Director, The Goldman Sachs Group, Inc. Independent Committee(s): Compensation, Nominating and Governance
			DAVID W. SEEGER Former President of Zekelman Industries (formerly JMC Steel Group) Independent Committee(s): Compensation, Nominating and Governance					DOUGLAS W. STOTLAR Former President and Chief Executive Officer, Con-Way, Inc. Independent Other Public Company Boards: AECOM Committee(s): Compensation, Nominating and Governance (Chair)

Non-executive Chair of the Board of Directors

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VOTING MATTERS AND RECOMMENDATIONS

Proposal 1	ELECTION OF DIRECTORS (see page 10) The Board and the Nominating and Governance Committee believe that the combination of the various qualifications, skills and experiences of the director nominees will contribute to an effective and well-functioning Board and that, individually and as a whole, the director nominees possess the necessary qualifications and diversity to provide effective oversight of and quality advice and counsel to the Company’s management.	FOREACH NOMINEE
Proposal 2	ADVISORY VOTE ON THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (see page 11) We manage our business with the long-term objective of creating and maximizing value for our stockholders. Our pay-for-performance philosophy is aligned with and supports this objective. We are asking our stockholders to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement.	FOR
Proposal 3	RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (see page 12) The Audit Committee has selected KPMG LLP to serve as the Company’s independent registered public accounting firm for 2024. KPMG LLP has served in this role since 2008. We are asking our stockholders to ratify this selection at the Annual Meeting.	FOR
Proposal 4	AMENDMENT TO THE RELIANCE, INC. SECOND AMENDED AND RESTATED 2015 INCENTIVE AWARD PLAN (see page 14) We are asking our stockholders to approve an amendment to the Reliance, Inc. Second Amended and Restated 2015 Incentive Award Plan to extend its duration by 5 years (through 2030).	FOR

	6 / 2024 Proxy Statement			investor.reliance.com

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