Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 1, 2024

RELIANCE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-13122		95-1142616
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

16100 N. 71st Street, Suite 400

Scottsdale, AZ 85254

(Address of principal executive offices)

(480) 564-5700

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common stock, $0.001 par value		RS		New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

¨ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 2, 2024, Reliance, Inc. (the “Company”) announced that it increased the size of its Board of Directors from eight to nine directors and appointed James K. Kamsickas to serve as an independent director, effective October 1, 2024. Mr. Kamsickas’ term will expire at the Company’s 2025 Annual Meeting of Stockholders.

Mr. Kamsickas, 57, is the chairman and chief executive officer of Dana Incorporated (NYSE: DAN), a designer and manufacturer of propulsion and energy-management solutions that power vehicles and machines. Prior to being named Dana Incorporated’s CEO in 2015, Mr. Kamsickas was president and CEO of International Automotive Components, and served as a member of its board of directors from 2007–2015. In addition, he previously served as head of Lear Corporation’s Interior Systems Division and held several additional senior leadership roles within that organization. Mr. Kamsickas earned a bachelor of science in business administration from Central Michigan University and a master of business administration degree from Michigan State University.

Mr. Kamsickas has not been named to serve on any committee of the Board of Directors at this time.

Mr. Kamsickas will participate in the current director compensation arrangements applicable to non-employee directors, which are described under “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2024.

The Company has entered into an indemnification agreement with Mr. Kamsickas in substantially the form of the Company’s standard form of indemnification agreement. Such form of indemnification agreement was included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 2016 and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Kamsickas and any other persons pursuant to which he was selected as a director. Additionally, Mr. Kamsickas does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

* * *

A copy of the press release issued by the Company announcing Mr. Kamsickas’s appointment and the transition of the non-executive Chairman of the Board of Directors 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 2, 2024 (included herewith)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: October 3, 2024	By:	/s/ William A. Smith II
		William A. Smith II
		Senior Vice President, General Counsel and Corporate Secretary

Exhibit 99.1

RELIANCE, INC. ANNOUNCES APPOINTMENT OF JAMES K. Kamsickas TO bOARD OF
DIRECTORS and Douglas W. Stotlar As CHairman of the board

SCOTTSDALE, AZ— October 2, 2024—Reliance, Inc. (NYSE: RS) today announced the appointment of James K. Kamsickas, 57, to serve as an independent director. Mr. Kamsickas’ term took effect on October 1, 2024 and will expire at the Company’s 2025 Annual Meeting of Stockholders. Following the appointment of Mr. Kamsickas, Reliance’s Board will be comprised of nine members, eight of whom are independent.

"We are very excited to welcome Jim to Reliance's Board of Directors and look forward to his contributions as we continue to execute Reliance’s strategy and generate industry-leading results,” said Mark Kaminski, Chairman of Reliance’s Board of Directors. “Jim’s strategic leadership experience as well as his industrial operating expertise complement and deepen the skillsets in our board room.”

Karla Lewis, Reliance’s Chief Executive Officer, added: “I am pleased to welcome Jim as a new independent director on Reliance’s Board and we look forward to benefitting from his vast experience and expertise in industrial manufacturing, with a strong emphasis on safety.”

Mr. Kamsickas is the chairman and chief executive officer of Dana Incorporated (NYSE: DAN), a leader in the design and manufacture of highly efficient propulsion and energy-management solutions that power vehicles and machines in all mobility markets across the globe. Prior to being named Dana CEO in 2015, Mr. Kamsickas was president and CEO of International Automotive Components for eight years. In addition, he served as head of Lear Corporation’s Interior Systems Division and held several additional senior leadership roles within that organization. Mr. Kamsickas earned a bachelor of science in business administration from Central Michigan University and a master of business administration degree from Michigan State University.

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Consistent with corporate governance best practices and Reliance's strategic, deliberate and well-executed long-term succession plan, Mark Kaminski will step down from the position of non-executive Chairman of the Board effective January 1, 2025. Mr. Kaminski has served as Reliance’s independent, non-executive Chairman since July 2016. Mr. Kaminski will continue to serve as a member of the Company's Board of Directors. On October 1, 2024, the Board of Directors unanimously appointed Douglas W. Stotlar as Reliance's independent, non-executive Chairman of the Board effective January 1, 2025. Mr. Stotlar has served on Reliance's Board of Directors since October 2016.

About Reliance, Inc.

Founded in 1939, Reliance, Inc. (NYSE: RS) is a leading global diversified metal solutions provider and the largest metals service center company in North America. Through a network of more than 320 locations in 41 states and 12 countries outside of the United States, Reliance provides value-added metals processing services and distributes a full-line of over 100,000 metal products to more than 125,000 customers in a broad range of industries. Reliance focuses on small orders with quick turnaround and value-added processing services. In 2023, Reliance’s average order size was $3,210, approximately 51% of orders included value-added processing and approximately 40% of orders were delivered within 24 hours. Reliance, Inc.’s press releases and additional information are available on the Company’s website at reliance.com.

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Forward-Looking Statements

This press release contains certain statements that are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as “expect,” “anticipate,” “believe,” and similar words and may include, but are not limited to, discussions of Reliance’s corporate governance, business strategies, and future performance. These forward-looking statements are based on management's estimates, projections and assumptions as of today’s date that may not prove to be accurate. Forward-looking statements involve known and unknown risks and uncertainties and are not guarantees of future performance. Actual outcomes and results may differ materially from these forward-looking statements as a result of various important factors, including, but not limited to, those disclosed in our most recent Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) and subsequent reports. These forward-looking statements are based on management's expectations and assumptions as of today’s date and Reliance disclaims any obligation to publicly update or revise any forward-looking statements.

CONTACT:

(213) 576-2428

investor@reliance.com

or Addo Investor Relations

(310) 829-5400

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Cover	Oct. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 01, 2024
Entity File Number	001-13122
Entity Registrant Name	RELIANCE, INC.
Entity Central Index Key	0000861884
Entity Tax Identification Number	95-1142616
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	16100 N. 71st Street
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85254
City Area Code	480
Local Phone Number	564-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	RS
Security Exchange Name	NYSE
Entity Emerging Growth Company	false