Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On October 14, 2009 the Board of Directors of Reliance Steel & Aluminum Co.
(the "Company") adopted the Company's Amended and Restated Bylaws (the "Bylaws")
attached as Exhibit 3.01 hereto. The principal amendments to the Bylaws are
briefly summarized below.
The Board of Directors added Article II, Section 2.5 entitled "Notice of
Nominations and Shareholder Business," which sets forth, among other things,
notice requirements and procedures to be followed in connection with shareholder
nominations of persons for election to the Company's Board of Directors and
shareholder proposals of other business to be properly bought before an annual
or special meeting of shareholders. Without limiting the foregoing, with respect
to annual meetings of shareholders, Section 2.5 requires that, to be timely,
notice of the proposed action or nominee by a shareholder must be received by
the Company not less than 90 days and not more than 120 days prior to the first
anniversary of the preceding year's annual meeting of shareholders.
Article III, Section 3.11 entitled "Election of Directors" was amended to
restate the provision dividing the Board of Directors into classes, which
provision had automatically become effective when the Company became a "listed
corporation" as defined in California Corporations Code Section 301.5(d). The
provision requires the number of directors to be divided into two classes to
serve for terms of two years, with each class consisting, as nearly as may be
possible, of one-half of the total number of directors constituting the entire
Board of Directors. The provision was amended to provide that, if the Company
ceases to be a "listed corporation" as defined in California Corporations Code
Section 301.5(d), the Board of Directors shall cease to be divided into classes
and the term of each director serving at the time shall continue until its
expiration as if the Company had not ceased to be a "listed corporation" as
defined in California Corporations Code Section 301.5(d).
Article III, Section 3.12 entitled "Vacancies" was amended to allow the Board
of Directors to fill vacancies on the Board of Directors by approval of the
Board of Directors, except for any vacancies created by the removal of a
director.
The Board of Directors also amended Article V, Section 5.2 entitled
"Inspection of Corporate Records" to establish certain requirements with respect
to a shareholder's rights to inspect, copy and obtain records or a list of the
names, addresses and shareholdings of shareholders; the right to inspect the
books of account, records and minutes of proceedings of the shareholders, Board
of Directors and committees of the Board of Directors; and the right to inspect
the records of any subsidiary of the Company.
The foregoing description is qualified in its entirety by reference to the
full text of the Bylaws.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell company transactions.
Not applicable.
(d) Exhibits.
Exhibit No. Description
3.01 Amended and Restated Bylaws of Reliance Steel & Aluminum Co.
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