Independent
Tenure on this board
6.7 yrs
9 nominees · 4 ballot items.
Elect nine directors; an advisory "say-on-pay" vote to approve named executive officer compensation; ratify KPMG LLP as independent registered public accounting firm for 2026; and consider a stockholder proposal requiring directors who fail to receive a majority vote to leave the Board within nine months.
Elect nine directors nominated by the Board to hold office until the next annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (CD&A, Summary Compensation Table and related disclosure).
This non-binding advisory proposal asks shareholders to approve the Company’s executive compensation disclosures and the compensation paid to the named executive officers as described in the proxy (including the CD&A, Summary Compensation Table and supporting narratives). Management frames the proposal as a practice that supports a pay-for-performance philosophy and alignment of management incentives with long-term stockholder value, and the Board has historically used shareholder feedback on this advisory vote to inform Compensation Committee decisions. The Compensation Committee ties a significant portion of executive pay to annual Pretax Income Margin and Tons Sold Growth metrics and to three-year performance-based RSUs tied to ROA, and in 2025 approximately 70–74% of NEO target compensation was performance-based, reflecting a strong emphasis on measurable performance. A vote FOR is recommended by the Board on the grounds that the program uses demanding performance targets, independent committee oversight and independent compensation consulting to set and evaluate pay, and because recent say-on-pay votes have shown strong stockholder support. The advisory nature of the vote means it is not binding, but the Board will consider the outcome when making future compensation decisions and calibrating incentive design. Key contextual considerations for an analyst include the Company’s demonstrated recent operational performance (record tons sold and robust returns), the structure of both annual and long-term incentives, the alignment with peer group practices, and the Company’s use of clawback, stock ownership requirements and other governance features to mitigate risk. Potential areas for stockholder scrutiny include the magnitude of equity-based awards at maximum payouts and the pay–performance alignment over multiple years; however, the Compensation Committee has articulated a rationale linking compensation outcomes to measured ROA and incentive metric achievement. Given the Board’s recommendation and historical strong support in say-on-pay votes, failure of this advisory proposal could prompt the Compensation Committee to engage further with investors and potentially recalibrate compensation features, while passage would validate the current program design in the near term.
Ratify the Audit Committee’s selection of KPMG LLP as Reliance’s independent registered public accounting firm for 2026.
Stockholder proposal requesting the Board take steps so that any director failing to obtain a majority vote in an uncontested election must leave the Board as soon as possible and in no event serve more than nine months following such failed election.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.62% | 3,379,324 | $1.0B |
| 2 | BlackRock, Inc. | 5.98% | 3,054,195 | $928M |
| 3 | STATE STREET CORP | 5.54% | 2,828,519 | $860M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.56% | 2,328,236 | $708M |
| 5 | Boston Partners | 3.44% | 1,756,299 | $534M |
| 6 | BlackRock, Inc. | 3.21% | 1,637,504 | $498M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 2.28% | 1,162,441 | $353M |
| 8 | FRANKLIN RESOURCES INC | 1.95% | 993,146 | $302M |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.62% | 826,328 | $251M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.51% | 770,277 | $233M |
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