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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):
February 14, 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, Arizona 85254
(Address of principal executive offices, including zip code)
(480) 564-5700
(Registrant’s telephone number, including area code)
Reliance Steel & Aluminum Co.
(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(s) |
|
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 2.02. Results of Operations and
Financial Condition.
On February 15, 2024, Reliance, Inc. (the
“Company”) issued a press release announcing financial results for the quarter ended December 31, 2023. Attached hereto as
Exhibit 99.1 is a copy of the Company’s press release dated February 15, 2024 announcing the Company’s financial results
for this period.
The information contained in Item 2.02 of this
report and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On February 14, 2024, Reliance Steel & Aluminum Co. changed
its corporate name to Reliance, Inc. (the “Name Change”) by filing with the Secretary of State of the State of Delaware
a Certificate of Amendment (the “Certificate of Amendment”) to its Restated Certificate of Incorporation. The Board of
Directors of the Company (the “Board”) approved the Name Change pursuant to Section 242 of the General Corporation Law
of the State of Delaware (the “DGCL”). The Name Change does not affect the rights of the Company’s
stockholders.
The Board also amended and restated the Company’s Amended
and Restated Bylaws, effective as of the filing of the Certificate of Amendment, to reflect the Name Change and make certain other
updates. Among other changes, the Amended and Restated Bylaws (i) update the procedures and information requirements for the nomination of persons
for election to the Board and the proposal of business to be considered by stockholders, including to address matters relating to the
universal proxy rules set forth in Rule 14a-19 under the Securities Exchange Act of 1934, as amended, and (ii) to make certain other administrative,
clarifying and conforming changes, including changes to reflect recent updates to the DGCL.
The Company’s
common stock will continue to be traded on the New York Stock Exchange under the ticker symbol
“RS” and the CUSIP number for its common stock will also remain unchanged. No action is required by stockholders
in connection with the name change.
The foregoing descriptions are only a summary of the Certificate of Amendment and Amended and Restated Bylaws and are qualified in their
entirety by reference to the full text of the Certificate of Amendment and Amended and Restated Bylaws, copies of which are filed as Exhibits
3.1 and 3.2 to this Current Report on Form 8-K, respectively, and incorporated by reference herein.
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.
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 thereunto duly authorized.
| |
RELIANCE STEEL & ALUMINUM CO. |
| |
|
| |
|
| Dated: February 15, 2024 |
By: |
/s/ Arthur Ajemyan |
| |
|
Arthur Ajemyan |
| |
|
Senior Vice President and Chief Financial Officer |
| |
|
|
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
RELIANCE STEEL & ALUMINUM CO.
(Pursuant to Section 242 of the General Corporation
Law of the State of Delaware)
Reliance Steel & Aluminum Co., a corporation
duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify as follows:
FIRST: The original Certificate of Incorporation
of the Corporation was filed with the Secretary of State of the State of Delaware on April 7, 2015, and was amended and restated by the
filing of a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on May 27, 2015.
SECOND: The Restated Certificate of Incorporation
of the Corporation is hereby amended solely to reflect a change in the name of the Corporation by deleting Article FIRST thereof and inserting
the following in lieu thereof:
“FIRST. The name of the corporation
is Reliance, Inc.”
THIRD: This Certificate of Amendment to Restated
Certificate of Incorporation has been duly adopted by the Board of Directors of the Corporation in accordance with Section 242 of the
General Corporation Law of the State of Delaware (and, pursuant to Section 242(d)(1), no vote of the stockholders of the Corporation was
required to adopt such amendment).
IN WITNESS WHEREOF, the Corporation has caused
this Certificate of Amendment to Restated Certificate of Incorporation to be executed by its duly authorized officer on this 14th
day of February, 2024.
| |
RELIANCE STEEL & ALUMINUM CO. |
| |
|
|
| |
By: |
/s/ William A. Smith II |
| |
|
Name: |
William A. Smith II |
| |
|
Office: |
Secretary |
Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
RELIANCE, INC.
____________________________________________________________
ARTICLE I
Meetings of Stockholders
Section 1.1. Annual
Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date,
time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from
time to time. Any other proper business may be transacted at the annual meeting. The Board of Directors may postpone, reschedule or cancel
any annual meeting of stockholders previously scheduled by the Board of Directors.
Section 1.2. Special
Meetings.
(a) Unless
otherwise required by law or by the certificate of incorporation, a special meeting of stockholders, for any purpose or purposes, may
be called at any time only by the Chair of the Board, the Chief Executive Officer, the Board of Directors, or, subject to Section 1.2(b),
by the Secretary of the corporation at the written request for a special meeting of stockholders (a “Special Meeting Request”)
by one or more stockholders owning not less than 10% in voting power of the issued and outstanding shares of capital stock of the corporation
entitled to vote at the meeting, but such special meetings may not be called by any other person or persons. In determining whether Special
Meeting Requests have met the requirements of this Section 1.2, multiple Special Meeting Requests will not be considered together
if they relate to different items of business. Additionally, in order to be valid, all Special Meeting Requests must have been dated
and delivered to the Secretary within 60 days of the earliest dated Special Meeting Request. Business transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice.
(b) A
Special Meeting Request shall be signed by each stockholder, or duly authorized agent, requesting the special meeting and shall set forth:
(i) a brief description of each matter of business desired to be brought before the special meeting and the reasons for conducting
such business at the special meeting; (ii) the text of the proposal or business (including the text of any resolutions proposed for
consideration and in the event that such business includes a proposal to amend these bylaws, the language of the proposed amendment);
(iii) any material interest of each stockholder in the business desired to be brought before the special meeting; (iv) the name
and address, as they appear on the corporation’s books, of each stockholder requesting the special meeting; (v) the class and
number of shares of the corporation which are owned by each stockholder requesting the special meeting; and (vi) any other applicable
information that is required to be set forth in a stockholder’s notice required pursuant to paragraph (A)(2) of Section 1.13.
(c) A
stockholder may revoke a Special Meeting Request at any time prior to the special meeting; provided, however, that if any such revocations
are received by the Secretary and, as a result of such revocation, the number of un-revoked Special Meeting Requests no longer represents
at least the requisite number of shares entitling the stockholders to request the calling of a special meeting pursuant to Section 1.2(a),
then the Board of Directors shall have the discretion to determine whether or not to proceed with the special meeting. If none of the
stockholders who submitted the Special Meeting Request appear or send a qualified representative (as described in paragraph (C) of
Section 1.13) to present the proposal(s) or business submitted by the stockholders for consideration at the special meeting,
such proposal(s) or business shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by
the corporation or such stockholder(s).
(d) A
Special Meeting Request shall not be valid (and the Board of Directors shall have no obligation to call a special meeting in respect of
such Special Meeting Request) if it relates to an item of business that is not a proper subject for stockholder action under applicable
law.
(e) The
Board shall determine the place, if any, and fix the date and time, of any stockholder requested special meeting. The Board of Directors
may submit its own proposal or proposals for consideration at a stockholder requested special meeting.
Section 1.3. Notice
of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given
that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and
proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled
to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the
case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate
of incorporation or these bylaws, the notice of any meeting shall be given not less than ten nor more than 60 days before the date of
the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice
of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed
to the stockholder at such stockholder's address as it appears on the records of the corporation. Notice shall be otherwise given in accordance
with Section 232 of the Delaware General Corporation Law.
Section 1.4. Adjournments.
Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice
need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is
taken or are provided in any other manner permitted by the Delaware General Corporation Law. At the adjourned meeting the corporation
may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice
of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new
record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as
the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for
determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder
of record entitled to vote at the adjourned meeting as of the record date so fixed for notice of such adjourned meeting.
Section 1.5. Quorum.
Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in
person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall
be necessary and sufficient to constitute a quorum. In the absence of a quorum, the person presiding over the meeting or the stockholders
so present, by the affirmative vote of the holders of a majority in voting power of the shares of the corporation which are present in
person or by proxy and entitled to vote thereon, may adjourn the meeting from time to time in the manner provided in Section 1.4
of these bylaws until a quorum shall attend. Shares of the corporation’s capital stock shall neither be entitled to vote nor be
counted for quorum purposes if such shares belong to (i) the corporation, (ii) another corporation, if a majority of the shares
entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation or (iii) any
other entity, if a majority of the voting power of such other entity is otherwise controlled, directly or indirectly, by the corporation;
provided, however, that the foregoing shall not limit the right of the corporation to vote stock, including but not limited to its own
stock, held by it in a fiduciary capacity.
Section 1.6. Organization.
Meetings of stockholders shall be presided over by the Chair of the Board, if any, or in his or her absence by the Chief Executive Officer,
or in his or her absence by the President, or in his or her absence by a Vice President, or in the absence of the foregoing persons by
a chair designated by the Board of Directors, or in the absence of such designation by a chair chosen at the meeting. The Secretary shall
act as secretary of the meeting, but in his or her absence the chair of the meeting may appoint any person to act as secretary of the
meeting.
Section 1.7. Voting;
Proxies.
(a) Except
as otherwise provided by or pursuant to the provisions of the certificate of incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter
in question. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder
by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.
A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient
in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting
in person or by delivering to the Secretary of the corporation a revocation of the proxy or a new proxy bearing a later date. Voting at
meetings of stockholders need not be by written ballot. Each director shall be elected by the vote of a majority of votes cast with respect
to that director's election at any meeting for the election of directors at which a quorum is present, provided that if, as of the tenth
day preceding the date the corporation first mails its notice of meeting for such meeting to the stockholders, the number of nominees
exceeds the number of directors to be elected (a "Contested Election"), the directors shall be elected by the vote of a plurality
of the votes cast. For purposes of this Section 1.7, a "majority of votes cast" shall mean that the number of votes cast
"for" a director's election exceeds the number of votes cast "against" that director's election (with "abstentions"
and "broker nonvotes" not counted as votes cast either "for" or "against" that director's election). In
the event an incumbent director fails to receive a majority of votes cast in an election that is not a Contested Election, such incumbent
director shall submit his or her resignation to the Board of Directors contingent on acceptance of that resignation by the Board of Directors
in accordance with the policies and procedures adopted by the Board of Directors for such purpose within ten calendar days of the date
of the certification of the election results. The Nominating and Governance Committee, or such other committee as designated by the Board
of Directors pursuant to these bylaws, shall make a recommendation to the Board of Directors as to whether to accept or reject the resignation
of such incumbent director, or whether other action should be taken. The Board of Directors shall act on the resignation, taking into
account the committee’s recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the
Securities and Exchange Commission) its decision regarding the resignation (and, if such resignation is rejected, the rationale behind
the decision) within 90 days following certification of the election results. The committee, in making its recommendation, and the Board
of Directors, in making its decision, each may consider any factors and other information that they consider appropriate and relevant.
The director who tenders his or her resignation shall not participate in the recommendation of the committee or the decision of the Board
of Directors with respect to his or her resignation. If such director's resignation is not accepted by the Board of Directors, such director
shall continue to serve until his or her successor is duly elected, or until his or her earlier resignation or removal. If the Board of
Directors accepts a director's resignation pursuant to this Section 1.7, or if a nominee for director is not elected and the nominee
is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to Article II, Section 2.3
of these bylaws. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless
a different or minimum vote is required by the certificate of incorporation, these bylaws, the rules or regulations of any stock
exchange applicable to the corporation, or applicable law or pursuant to any regulation applicable to the corporation or its securities,
in which case such different or minimum vote shall be the applicable vote on the matter, be decided by the affirmative vote of the holders
of a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.
(b) Any
person directly or indirectly soliciting proxies from the stockholders of the Company must use a proxy card color other than white, which
shall be reserved for the exclusive use of the Board of Directors.
Section 1.8. Fixing
Date for Determination of Stockholders of Record.
(a) In
order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof,
the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than 60 nor less
than ten days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for
determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record
date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed
by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix
as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination
of stockholders entitled to vote in accordance herewith at the adjourned meeting.
(b) In
order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is
fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.
Section 1.9. List of
Stockholders Entitled to Vote. The corporation shall prepare, no later than the tenth day before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders
entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of
the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane
to the meeting for a period of ten days ending on the day before the meeting date (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary
business hours at the principal place of business of the corporation. Except as otherwise provided by law, the stock ledger shall be the
only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1.9 or to vote
in person or by proxy at any meeting of stockholders.
Section 1.10. Action
by Written Consent of Stockholders.
(a) Unless
otherwise provided in the certificate of incorporation, any action that may be taken at any annual or special meeting of stockholders
of the corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents, setting forth the
action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and such consent or
consents are delivered to the corporation in the manner prescribed by the Delaware General Corporation Law. No consent shall be effective
to take the corporate action referred to therein unless consents signed by a sufficient number of holders to take action are delivered
to the corporation in the manner prescribed by the Delaware General Corporation Law within 60 days of the first date on which a consent
is so delivered to the corporation. Prompt notice of the taking of the corporate action without a meeting by less than unanimous consent
shall be given to those stockholders who have not consented and who, if the action had been taken at a meeting, would have been entitled
to notice of the meeting if the record date for notice of such meeting had been the date that consents signed by a sufficient number of
holders to take the action were delivered to the corporation.
(b) In
order that the corporation may determine the stockholders entitled to consent to corporate action without a meeting, the Board of Directors
may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is
adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by consent
shall, by written notice to the Secretary, request that the Board of Directors fix a record date. The Board of Directors shall promptly,
but in all events within ten days after the date on which such written notice is received, adopt a resolution fixing the record date (unless
a record date has previously been fixed by the Board of Directors pursuant to the first sentence of this Section 1.10(b)). If no
record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 1.10(b) or otherwise within
ten days after the date on which such written notice is received, the record date for determining stockholders entitled to consent to
corporate action without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date
after the expiration of such ten day time period on which a signed consent setting forth the action taken or proposed to be taken is delivered
to the corporation in the manner prescribed by the Delaware General Corporation Law. If no record date has been fixed by the Board of
Directors pursuant to the first sentence of this Section 1.10(b), the record date for determining stockholders entitled to consent
to corporate action without a meeting if prior action by the Board of Directors is required by applicable law shall be at the close of
business on the date on which the Board of Directors adopts the resolution taking such prior action.
(c) In
the event of the delivery, in the manner prescribed by the Delaware General Corporation Law, to the corporation of a consent or consents
to take corporate action and/or any related revocation or revocations, the corporation shall engage independent inspectors of elections
for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting
the inspectors to perform such review, no action by consent and without a meeting shall be effective until such inspectors have completed
their review, determined that the requisite number of valid and unrevoked consents delivered to the corporation in accordance with this
Section 1.10 and applicable law have been obtained to authorize or take the action specified in the consents, and certified such
determination for entry in the records of the corporation kept for the purpose of recording the proceedings of meetings of stockholders.
Nothing contained in this Section 1.10(c) shall in any way be construed to suggest or imply that the Board of Directors or any
stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification
by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of
any litigation with respect thereto, and the seeking of injunctive relief in such litigation).
Section 1.11. Inspectors
of Election. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors
of election, who may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof.
The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that
no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and
sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The
inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding
and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting
and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period
a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of
the number of shares of capital stock of the corporation represented at the meeting and such inspectors' count of all votes and ballots.
Such certification and report shall specify such other information as may be required by law. In determining the validity and counting
of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted
by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.
Section 1.12. Conduct
of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at
a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such
rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent
with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall
have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations
and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting.
Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting,
may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and
procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation
in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as
the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement
thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of
stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts
warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding
person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought
before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person
presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary
procedure.
Section 1.13. Notice
of Stockholder Business and Nominations.
(A) Annual
Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the corporation and the proposal
of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the
corporation's notice of meeting (or any supplement thereto); (b) by or at the direction of the Board of Directors or any committee
thereof; (c) by any stockholder of the corporation who was a stockholder of record of the corporation at the time the notice provided
for in this Section 1.13 is delivered to the Secretary of the corporation, who is entitled to vote at the meeting and who complies
with the notice procedures set forth in this Section 1.13 or (d) with respect to nominations of persons for election to the
Board of Directors, by an Eligible Stockholder (as defined in Section 1.14) who complies with the requirements set forth in Section 1.14
of these bylaws.
(2) For
any nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this Section 1.13, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation
and any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper
matter for stockholder action. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices
of the corporation not later than the close of business on the 90th day, nor earlier than the close of business on the 120th
day, prior to the first anniversary of the preceding year's annual meeting (provided, however, that in the event that the date of the
annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder must be so delivered
not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business
on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of
the date of such meeting is first made by the corporation). In no event shall the public announcement of an adjournment or postponement
of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above.
Such stockholder's notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director
(i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, and (ii) such
person's written consent to being named as a nominee in any proxy statement and any associated proxy card for the corporation’s
next meeting of stockholders for the election of directors and to serving as a director if elected; (b) as to any other business
that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting,
the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business
includes a proposal to amend the bylaws of the corporation, the language of the proposed amendment), the reasons for conducting such business
at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal
is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal
is made (i) the name and address of such stockholder, as they appear on the corporation's books, and of such beneficial owner, (ii) the
class or series and number of shares of capital stock of the corporation which are owned beneficially and of record by such stockholder
and such beneficial owner, including any shares of any class or series of capital stock of the Corporation as to which such stockholder
and such beneficial owner or any of its affiliates or associates has a right to acquire beneficial ownership at any time in the future,
(iii) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such
stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any
of the foregoing (each of the foregoing, a “Stockholder Associated Person”), including, in the case of a nomination, the nominee,
including any agreements, arrangements or understandings relating to any compensation or payments to be paid to the nominee, pertaining
to the nomination or other business proposed to be brought before the meeting of stockholders (which description shall identify the name
of each other person who is party to such an agreement, arrangement or understanding), (iv) a description of any agreement, arrangement
or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation
or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder's
notice by, or on behalf of, such stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement
in underlying shares of capital stock of the corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit
of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to securities
of the corporation, (v) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (vi) a representation
whether the stockholder or any Stockholder Associated Person intends or is part of a group which intends (a) to deliver a proxy statement
and/or form of proxy to holders of at least the percentage of the corporation's outstanding capital stock required to approve or adopt
the proposal or elect the nominee and/or (b) otherwise to solicit proxies or votes from stockholders in support of such proposal
or nomination, (vii) in the case of a nomination, a representation whether the stockholder or any Stockholder Associated Person intends
to solicit proxies in support of director nominees other than the corporation’s nominees in accordance with Rule 14a-19 promulgated
under the Exchange Act, including by soliciting the holders of shares representing at least 67% of the voting power of shares entitled
to vote on the election of directors, (viii) any other information relating to such stockholder and beneficial owner, if any, required
to be disclosed in a proxy statement and form of proxy or other filings required to be made in connection with solicitations of proxies
for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of
the Exchange Act and the rules and regulations promulgated thereunder, (ix) a description of any proxy (other than a revocable
proxy given in response to a public proxy solicitation made pursuant to, and in accordance with, the Exchange Act), agreement, arrangement,
understanding or relationship pursuant to which such stockholder or beneficial owner has or shares a right, directly or indirectly, to
vote any shares of any class or series of capital stock of the corporation, (x) a description of any rights to dividends or other
distributions on the shares of any class or series of capital stock of the corporation, directly or indirectly, owned beneficially by
such stockholder or beneficial owner that are separated or separable from the underlying shares of the corporation, and (xi) a description
of any performance-related fees (other than an asset based fee) that such stockholder or beneficial owner, directly or indirectly, is
entitled to based on any increase or decrease in the value of shares of any class or series of capital stock of the corporation or any
interests described in clause (c)(iv). The foregoing notice requirements of this paragraph (A) of this Section 1.13 shall be
deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the corporation of
his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated
under the Exchange Act and such stockholder's proposal has been included in a proxy statement that has been prepared by the corporation
to solicit proxies for such annual meeting. To be eligible to be a nominee for election as a director of the corporation, a proposed nominee
must deliver (with respect to nominations made by stockholders pursuant to Section 1.13(A)(1)(c), in accordance with the time periods
prescribed for delivery of a stockholder’s notice under this Section 1.13), to the Secretary of the corporation such information
as the corporation may reasonably require, including, without limitation, (1) a completed and signed written questionnaire with respect
to the background and qualifications of such proposed nominee, to determine the eligibility of such proposed nominee to serve as a director
of the corporation and its committees (such questionnaire to be provided by the Secretary upon written request) and (2) a written
representation and agreement (in the form to be provided by the Secretary upon written request) that such proposed nominee (x) is
not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to,
any person or entity as to how such proposed nominee, if elected as a director of the corporation, will act or vote on any issue or question
that has not been disclosed to the corporation or that could limit or interfere with such proposed nominee’s fiduciary duties under
applicable law, (y) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other
than the corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service
or action as a director that has not been disclosed to the corporation, and (z) would be in compliance, if elected as a director
of the corporation, and will comply with, all applicable publicly disclosed corporate governance, code of conduct and ethics, conflict
of interest, confidentiality, corporate opportunities, trading and any other policies and guidelines of the Corporation applicable to
directors.
(3) The
number of nominees a stockholder may nominate for election to the Board of Directors of the corporation at the annual meeting (or in the
case of one or more stockholders giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may collectively
nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected
at such annual meeting, and for the avoidance of doubt, no stockholder shall be entitled to make additional or substitute nominations
following the expiration of the time periods set forth in the second sentence of paragraph (A)(2) of this Section 1.13. Notwithstanding
anything in the preceding sentence or the second sentence of paragraph (A)(2) of this Section 1.13 to the contrary, in the event
that the number of directors to be elected to the Board of Directors of the corporation at the annual meeting is increased effective after
the time period for which nominations would otherwise be due under paragraph (A)(2) of this Section 1.13 and there is no public
announcement by the corporation naming the nominees for the additional directorships at least 100 days prior to the first anniversary
of the preceding year's annual meeting, a stockholder's notice required by this Section 1.13 shall also be considered timely, but
only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices
of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first
made by the corporation.
(B) Special
Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the corporation's notice of meeting. Nominations of persons for election to the Board of Directors may be made
at a special meeting of stockholders at which directors are to be elected pursuant to the corporation's notice of meeting (1) by
or at the direction of the Board of Directors or any committee thereof (or stockholders pursuant to Article I, Section 1.2 hereof)
or (2) provided that the Board of Directors (or stockholders pursuant to Article I, Section 1.2 hereof) has determined
that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time the
notice provided for in this Section 1.13 is delivered to the Secretary of the corporation, who is entitled to vote at the meeting
and upon such election and who complies with the notice procedures set forth in this Section 1.13. In the event the corporation calls
a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled
to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified
in the corporation's notice of meeting, if the stockholder's notice required by paragraph (A)(2) of this Section 1.13 shall
be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the 120th
day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special
meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees
proposed by the Board of Directors to be elected at such meeting. The number of nominees a stockholder may nominate for election at the
special meeting shall not exceed the number of directors to be elected to the Board of Directors at such special meeting (or in the case
of one or more stockholders giving the notice on behalf of a beneficial owner, the number of nominees such stockholders may collectively
nominate for election at the special meeting on behalf of such beneficial owner), and for the avoidance of doubt, no stockholder shall
be entitled to make additional or substitute nominations following the expiration of the time periods set forth in this paragraph (B) to
this Section 1.13. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new
time period (or extend any time period) for the giving of a stockholder's notice as described above.
(C) General.
(1) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act or in Section 1.14
of these bylaws, only such persons who are nominated in accordance with the procedures set forth in this Section 1.13 shall be eligible
to be elected at an annual or special meeting of stockholders of the corporation to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this
Section 1.13. Except as otherwise provided by law, the chair of the meeting (and, in advance of any meeting of stockholders, the
Board of Directors) shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before
the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.13 (including
whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made or solicited (or is part of a
group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder's nominee or proposal
in compliance with such stockholder's representation as required by clauses (A)(2)(c)(vi)-(vii) of this Section 1.13) and (b) if
any proposed nomination or business was not made or proposed in compliance with this Section 1.13, to declare that such nomination
shall be disregarded or that such proposed business shall not be transacted, notwithstanding that such proposal or nomination is set forth
in the notice of meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the
corporation. Notwithstanding the foregoing provisions of this Section 1.13, unless otherwise required by law, if the stockholder
(or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation
to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted,
notwithstanding that such proposal or nomination is set forth in the notice of meeting or other proxy materials and notwithstanding that
proxies in respect of such vote may have been received by the corporation. For purposes of this Section 1.13, to be considered a
qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must
be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder
as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction
of the writing or electronic transmission, at the meeting of stockholders.
(2) Notwithstanding
anything to the contrary in these bylaws, unless otherwise required by law, if any stockholder or beneficial owner, if any, on whose behalf
a nomination is made (a) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act or includes the
information required by Rule 14a-19(b) in a preliminary or definitive proxy statement previously filed by such person (it being
understood that such notice or filing shall be in addition to, and not in lieu of, the notices required under these bylaws) and (b) subsequently
notifies the corporation that it no longer intends to comply with Rule 14a-19(a)(2) or Rule 14a-19(a)(3) promulgated
under the Exchange Act, fails to comply with the requirements of Rule 14a-9 promulgated under the Exchange Act, or fails to timely
provide reasonable evidence sufficient to satisfy the corporation that such stockholder or such beneficial owner has met the requirements
of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence, then the nomination of each
such proposed nominee shall be disregarded, notwithstanding that such nomination is set forth in the notice of meeting or other proxy
materials and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the
corporation (which proxies shall be disregarded). Upon request by the corporation, if any stockholder or beneficial owner, if any, on
whose behalf the nomination is made, provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act or includes
the information required by Rule 14a-19(b) in a preliminary or definitive proxy statement previously filed by such person, such
stockholder or such beneficial owner shall deliver to the corporation, no later than five business days prior to the applicable meeting,
reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.
(3) For
purposes of this Section 1.13, "public announcement" shall include disclosure in a press release reported by the Dow Jones
News Service, Associated Press or other national news service or in a document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.
(4) Notwithstanding
the foregoing provisions of this Section 1.13, a stockholder shall also comply with all applicable requirements of state and federal
law, including the Exchange Act and the rules and regulations promulgated thereunder (including Rule 14a-19) with respect to
the matters set forth in this Section 1.13; provided however, that any references in these bylaws to the Exchange Act or the rules and
regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as
to any other business to be considered pursuant to this Section 1.13 (including paragraphs (A)(1)(c) and (B) hereof), and
compliance with paragraphs (A)(1)(c) and (B) of this Section 1.13, or Article I, Section 1.14 of these bylaws,
shall be the exclusive means for a stockholder to make nominations and compliance with paragraph (A)(1)(c) shall be the exclusive
means for a stockholder to submit other business (other than, as provided in the penultimate sentence of (A)(2), business other than nominations
brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in this
Section 1.13 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals or nominations in the
corporation's proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (b) of the
holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the certificate of incorporation.
(5) A
stockholder providing notice of a proposed nomination for election to the Board of Directors or other business proposed to be brought
before a meeting (given pursuant to paragraph (A)(1) of this Section 1.13 or paragraph (B) of this Section 1.13, as
applicable) shall promptly update and supplement such notice (and any such supplement thereto) from time to time to the extent necessary
so that the information provided or required to be provided in such notice pursuant to clauses (A)(2)(a), (b) (c)(i)-(v), (viii)-(xi) and
(d) of this Section 1.13 shall be true and correct (x) as of the record date for notice and voting at the meeting and (y) as
of the date that is 15 days prior to the meeting or any adjournment or postponement thereof. Any such update and supplement shall be delivered
in writing to the Secretary of the corporation at the principal executive offices of the corporation (i) in the case of any update
and supplement required to be made as of any record date for the meeting that is at least 10 days prior to the meeting, not later than
5 days after such record date for the meeting and (ii) in the case of any update or supplement required to be made as of 15 days
prior to the meeting or adjournment or postponement thereof, not later than 10 days prior to the date for the meeting or any adjournment
or postponement thereof. For the avoidance of doubt, the obligation to update and supplement as set forth in this Section 1.13(C)(5) or
any other section of these bylaws shall not limit the corporation’s rights with respect to any deficiencies in any stockholder's
notice, extend any applicable deadlines under these bylaws or enable or be deemed to permit a stockholder who has previously submitted
a stockholder's notice under these bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding
nominees, matters, business and/or resolutions proposed to be brought before a meeting of stockholders.
Section 1.14 Proxy Access.
(A) The
corporation shall include in its proxy statement for an annual meeting of stockholders the name, together with the Required Information
(as defined below), of any person nominated for election (a “Stockholder Nominee”) to the Board of Directors by a stockholder
that satisfies, or by a group of no more than twenty (20) stockholders that satisfy, the requirements of this Section 1.14 (an “Eligible
Stockholder”), and that expressly elects at the time of providing the notice required by this Section 1.14 (the “Nomination
Notice”) to have its nominee included in the corporation’s proxy materials pursuant to this Section 1.14.
(B) To
be timely, a stockholder’s Nomination Notice shall be delivered to the Secretary at the principal executive offices of the corporation
not later than the close of business on the 120th day, nor earlier than the close of business on the 150th day, prior to the first anniversary
of the date of mailing of the notice for the preceding year’s annual meeting (provided, however, that in the event that the date
of the annual meeting is more than 30 days before or 70 days after such anniversary date, notice by the stockholder, to be timely, must
be delivered not earlier than the close of business on the 120th day prior to the date of mailing of the notice for such annual meeting
and not later than the close of business on the later of the 90th day prior to the date of mailing of the notice for such annual meeting
or the tenth day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by
the corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time
period (or extend any time period) for the giving of a Nomination Notice as described above.
(C) For
purposes of this Section 1.14, the “Required Information” that the corporation will include in its proxy statement is
(1) the information concerning the Stockholder Nominee and the Eligible Stockholder that is required to be disclosed in the corporation’s
proxy statement by the regulations promulgated under the Exchange Act, and (2) if the Eligible Stockholder so elects, a Statement
(as defined in Section 1.14(G)). To be timely, the Required Information must be delivered to or mailed to and received by the Secretary
within the time period specified in this Section 1.14 for providing the Nomination Notice.
(D) The
number of Stockholder Nominees (including Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the corporation’s
proxy materials pursuant to this Section 1.14 but either are subsequently withdrawn or that the Board of Directors decides to nominate
as Board of Director nominees), together with any nominees who were previously elected to the Board of Directors as Stockholder Nominees
at any of the preceding two annual meetings and who are re-nominated for election at such annual meeting by the Board of Directors, appearing
in the corporation’s proxy materials with respect to an annual meeting of stockholders shall not exceed the greater of (1) two
or (2) 25% of the number of directors in office as of the last day on which a Nomination Notice may be delivered pursuant to this
Section 1.14, or if such amount is not a whole number, the closest whole number below 25%. In the event that the number of Stockholder
Nominees submitted by Eligible Stockholders pursuant to this Section 1.14 exceeds this maximum number, each Eligible Stockholder
will select one Stockholder Nominee for inclusion in the corporation’s proxy materials until the maximum number is reached, going
in order of the amount (largest to smallest) of shares of the capital stock of the corporation each Eligible Stockholder disclosed as
owned in its respective Nomination Notice submitted to the corporation and confirmed by the corporation. If the maximum number is not
reached after each Eligible Stockholder has selected one Stockholder Nominee, this selection process will continue as many times as necessary,
following the same order each time, until the maximum number is reached. Following such determination, if any Stockholder Nominee who
satisfies the eligibility requirements of this Section 1.14 (y) thereafter is nominated by the Board of Directors or (z) thereafter
is not included in the corporation’s proxy materials or is not submitted for election as a director, in either case, as a result
of the Eligible Stockholder becoming ineligible or withdrawing its nomination, the Stockholder Nominee becoming unwilling or unable to
serve on the Board of Directors or the Eligible Stockholder or the Stockholder Nominee failing to comply with the provisions of this Section 1.14,
no other nominee or nominees shall be included in the corporation’s proxy materials or otherwise submitted for director election
in substitution thereof.
(E) For
purposes of this Section 1.14, an Eligible Stockholder shall be deemed to “own” only those outstanding shares of the
capital stock of the corporation as to which the stockholder possesses both (1) the full voting and investment rights pertaining
to the shares and (2) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided
that the number of shares calculated in accordance with clauses (1) and (2) shall not include any shares (x) sold by such
stockholder or any of its affiliates in any transaction that has not been settled or closed, (y) borrowed by such stockholder or
any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell or
(z) subject to any option, warrant, forward contract, swap, contract of sale, or other derivative or similar agreement entered into
by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based
on the notional amount or value of shares of outstanding capital stock of the corporation, in any such case which instrument or agreement
has, or is intended to have, the purpose or effect of (i) reducing in any manner, to any extent or at any time in the future, such
stockholder’s or its affiliates’ full right to vote or direct the voting of any such shares, and/or (ii) hedging, offsetting
or altering to any degree gain or loss arising from the full economic ownership of such shares by such stockholder or affiliate. A stockholder
shall “own” shares held in the name of a nominee or other intermediary so long as the stockholder retains the right to instruct
how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A person’s
ownership of shares shall be deemed to continue during any period in which (1) the person has loaned such shares, provided that the
person has the power to recall such loaned shares on no more than three business days’ notice; or (2) the person has delegated
any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the person.
The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings.
Whether outstanding shares of the capital stock of the corporation are “owned” for these purposes shall be determined by the
Board of Directors, which determination shall be conclusive and binding on the corporation and its stockholders.
(F) An
Eligible Stockholder must have owned (as defined above) continuously for at least three years that number of shares of capital stock as
shall constitute 3% or more of the outstanding capital stock of the corporation (the “Required Shares”) as of both (1) a
date within seven days prior to the date of the Nomination Notice and (2) the record date for determining stockholders entitled to
vote at the annual meeting. For purposes of satisfying the foregoing ownership requirement under this Section 1.14, (1) the
shares of the capital stock of the corporation owned by one or more stockholders, or by the person or persons who own shares of the capital
stock of the corporation and on whose behalf any stockholder is acting, may be aggregated, provided that the number of stockholders and
other persons whose ownership of shares of capital stock of the corporation is aggregated for such purpose shall not exceed 20, and (2) a
group of funds under common management and investment control shall be treated as one stockholder or person for this purpose. No person
may be a member of more than one group of persons constituting an Eligible Stockholder under this Section 1.14. For the avoidance
of doubt, if a group of stockholders aggregates ownership of shares in order to meet the requirements under this Section 1.14, all
shares held by each stockholder constituting their contribution to the foregoing 3% threshold must be held by that stockholder continuously
for at least three years, and evidence of such continuous ownership shall be provided as specified in this Section 1.14(F) and
all requirements and obligations for an individual Eligible Stockholder that are set forth in these bylaws shall apply to each member
of the group (other than the foregoing 3% threshold which shall apply to the ownership of the group in the aggregate).
Within the time period specified
in this Section 1.14 for providing the Nomination Notice, an Eligible Stockholder must provide the following information in writing
to the Secretary of the corporation:
(i) one
or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been
held during the requisite three-year holding period) verifying that, as of a date within seven days prior to the date of the Nomination
Notice, the Eligible Stockholder owns, and has owned continuously for the preceding three years, the Required Shares, and the Eligible
Stockholder’s agreement to provide, within five business days after the record date for the annual meeting, written statements from
the record holder and intermediaries verifying the Eligible Stockholder’s continuous ownership of the Required Shares through the
record date;
(ii) the
written consent of each Stockholder Nominee to being named as a nominee in any proxy statement and any associated proxy card for the corporation’s
next meeting of stockholders for the election of directors and to serving as a director if elected;
(iii) a
copy of the Schedule 14N that has been filed with the Securities and Exchange Commission as required by Rule 14a-18 under the Exchange
Act, as such rule may be amended;
(iv) a
description of all direct and indirect compensation and other material monetary agreements, arrangements, and understandings during the
past three years, and any other material relationships, between or among the Eligible Stockholder and its affiliates and associates, or
others acting in concert therewith, on the one hand, and each Stockholder Nominee, and each Stockholder Nominee’s respective affiliates
and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be
required to be disclosed pursuant to Item 404 of Regulation S-K if the Eligible Stockholder making the nomination or on whose behalf the
nomination is made, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for
purposes of Item 404 and the nominee were a director or executive officer of such registrant;
(v) a
description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants,
stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of
the stockholder's notice by, or on behalf of, the Eligible Stockholder, the effect or intent of which is to mitigate loss, manage risk
or benefit from share price change for, or maintain, increase or decrease the voting power of, such Eligible Stockholder with respect
to shares of stock of the corporation, and a representation that the Eligible Stockholder will notify the corporation in writing of any
such agreement, arrangement or understanding in effect as of the record date for the meeting promptly following the later of the record
date or the date notice of the record date is first publicly disclosed;
(vi) a
representation whether the Eligible Stockholder will engage in a solicitation with respect to the nomination or business and, if so, the
percentage of shares of the corporation’s capital stock entitled to vote on such matter that are believed or intended to be held
by the stockholders to be solicited, the approximate number of stockholders to be solicited if less than all, and the name of each participant
(as defined in Item 4 of Schedule 14A under the Exchange Act, regardless of whether such solicitation is subject to such provision) in
such solicitation;
(vii) a
representation that the Eligible Stockholder (including each member of any group of stockholders that together is an Eligible Stockholder
under Section 1.14) (A) acquired the Required Shares in the ordinary course of business and not with the intent to change or
influence control at the corporation, and does not presently have such intent, (B) intends to appear in person or by proxy at the
annual meeting to present the nomination, (C) has not nominated and will not nominate for election to the Board of Directors at the
annual meeting any person other than the Stockholder Nominee(s) being nominated pursuant to this Section 1.14, (D) has
not engaged and will not engage in, and has not and will not be a “participant” in, another person’s “solicitation”
within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the
annual meeting other than its Stockholder Nominee or a nominee of the Board of Directors, (E) will not distribute to any stockholder
any form of proxy for the annual meeting other than the form distributed by the corporation and (F) in the case of a nomination by
a group of stockholders that together is an Eligible Stockholder, the designation by all group members of one group member that is authorized
to act on behalf of all such members with respect to the nomination and matters related thereto, including any withdrawal of the nomination;
and
(viii) an
undertaking that the Eligible Stockholder agrees to (A) own the Required Shares through the date of the annual meeting, (B) assume
all liability stemming from any legal or regulatory violation arising out of the Eligible Stockholder’s communications with the
stockholders of the corporation or out of the information that the Eligible Stockholder provided to the corporation, (C) indemnify
and hold harmless the corporation and each of its directors, officers and employees individually against any liability, loss or damages
in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the corporation
or any of its directors, officers or employees arising out of any nomination, solicitation or other activity by the Eligible Stockholder
in connection with its efforts to elect the Stockholder Nominee pursuant to this Section 1.14, (D) comply with all other laws
and regulations applicable to any solicitation in connection with the annual meeting and (E) provide to the corporation prior to
the annual meeting such additional information as necessary with respect thereto.
(G) The
Eligible Stockholder may provide to the Secretary of the corporation, at the time the information required by this Section 1.14 is
provided, a written statement for inclusion in the corporation’s proxy statement for the annual meeting, not to exceed 500 words,
in support of the Stockholder Nominee’s candidacy (the “Statement”). Notwithstanding anything to the contrary contained
in this Section 1.14, the corporation may omit from its proxy materials any information or Statement (or portion thereof) that it,
in good faith, believes would violate any applicable law or regulation and the corporation may solicit against, and include in the proxy
statement its own statement relating to, any Stockholder Nominee.
(H) Within
the time period specified in this Section 1.14 for delivering the Nomination Notice, a Stockholder Nominee must deliver to the Secretary
of the corporation a written representation and agreement that the Stockholder Nominee (1) is not and will not become a party to
any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such
person, if elected as a director of the corporation, will act or vote on any issue or question, (2) is not and will not become a
party to any agreement, arrangement or understanding with any person or entity other than the corporation with respect to any direct or
indirect compensation, reimbursement or indemnification in connection with service or action as a director, and (3) will comply with
all of the corporation’s corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and
guidelines, and any other corporation policies and guidelines applicable to directors, as well as any applicable law, rule or regulation
or listing requirement. At the request of the corporation, the Stockholder Nominee must submit all completed and signed questionnaires
required of the corporation’s directors and officers. The corporation may request such additional information as necessary to permit
the Board of Directors to determine whether each Stockholder Nominee is independent under the listing standards of any stock exchange
applicable to the corporation, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards
used by the Board of Directors in determining and disclosing the independence of the corporation’s directors (the “Applicable
Independence Standards”). If the Board of Directors determines that a Stockholder Nominee is not independent under the Applicable
Independence Standards, the Stockholder Nominee will not be eligible for inclusion in the corporation’s proxy materials.
(I) Any
Stockholder Nominee who is included in the corporation’s proxy materials for a particular annual meeting of stockholders but either
(1) withdraws from or becomes ineligible or unavailable for election at the annual meeting, or (2) does not receive at least
25% of the votes cast “for” the Stockholder Nominee’s election, will be ineligible to be a Stockholder Nominee pursuant
to this Section 1.14 for the next two annual meetings.
(J) The
corporation shall not be required to include, pursuant to this Section 1.14, any Stockholder Nominees in its proxy materials for
any meeting of stockholders (any such nomination shall be disregarded and no vote on such Stockholder Nominee will occur, notwithstanding
that such nomination is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies in respect of such
vote may have been received by the corporation) (1) for which the Secretary of the corporation receives a notice (whether or not
subsequently withdrawn) that a stockholder has nominated a person for election to the Board of Directors pursuant to the advance notice
requirements for stockholder nominees for director set forth in Section 1.13 and such stockholder does not expressly elect at the
time of providing the notice to have its nominee included in the corporation’s proxy materials pursuant to this Section 1.14,
(2) if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been
or is a “participant” in another person’s, “solicitation” within the meaning of Rule 14a-1(l) under
the Exchange Act in support of the election of any individual as a director at the meeting other than its Stockholder Nominee(s) or
a nominee of the Board of Directors, (3) who is not independent under the Applicable Independence Standards, as determined by the
Board of Directors, (4) whose election as a member of the Board of Directors would cause the corporation to be in violation of these
bylaws, the certificate of incorporation, the rules or regulations of any stock exchange applicable to the corporation, or any applicable
law, rule or regulation, (5) who is or has been, within the past three years, an officer or director of a competitor, as defined
for purposes of Section 8 of the Clayton Antitrust Act of 1914, (6) who is a named subject of a pending criminal proceeding
(excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past 10 years,
(7) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act
of 1933, as amended, (8) if such Stockholder Nominee or the applicable Eligible Stockholder shall have provided information to the
corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order
to make the statement made, in light of the circumstances under which it was made, not misleading, as determined by the Board of Directors,
or (9) if the Eligible Stockholder or applicable Stockholder Nominee otherwise contravenes any of the agreements or representations
made by such Eligible Stockholder or Stockholder Nominee or fails to comply with its obligations pursuant to this Section 1.14.
(K) Notwithstanding
anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall declare a nomination by
an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that such nomination is set forth in the
notice of meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the corporation,
if (1) the Stockholder Nominee(s) and/or the applicable Eligible Stockholder shall have breached its or their obligations, agreements
or representations under this Section 1.14, as determined by the Board of Directors or the person presiding at the annual meeting
of stockholders, or (2) the Eligible Stockholder (or a qualified representative thereof) does not appear at the annual meeting of
stockholders to present any nomination pursuant to this Section 1.14.
(L) The
Eligible Stockholder (including any person who owns shares of capital stock of the corporation that constitute part of the Eligible Stockholder’s
ownership for purposes of satisfying Section 1.14(F) hereof) shall file with the Securities and Exchange Commission any solicitation
or other communication with the corporation’s stockholders relating to the meeting at which the Stockholder Nominee will be nominated,
regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available
for such solicitation or other communication under Regulation 14A of the Exchange Act.
(M) For
purposes of this Section 1.14, (1) the “date of mailing of the notice” means the date of the proxy statement for
the solicitation of proxies for election of directors and (2) “public announcement” means disclosure in a press release
reported by the Dow Jones News Service, Associated Press or other national news service or in a document publicly field by the corporation
with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) the Exchange Act and the rules and regulations
promulgated thereunder.
ARTICLE II
Board of Directors
Section 2.1. Number;
Qualifications. The authorized number of directors of the corporation shall be fixed by resolution of the Board of Directors.
Section 2.2. Chair of
the Board of Directors. The Board of Directors shall elect one of its members to be the Chair of the Board who shall serve at the
pleasure of the Board of Directors. The Chair of the Board shall, if present, preside at all meetings of the Board of Directors and stockholders.
The Chair of the Board shall perform such other duties and services as shall be assigned to or required of the Chair of the Board by the
Board of Directors.
Section 2.3. Election;
Resignation; Removal; Vacancies. At each annual meeting of stockholders, the stockholders shall elect directors each of whom shall
hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director's earlier death,
resignation, disqualification or removal. Any director may resign at any time upon notice to the corporation. Subject to the rights of
any holders of any class or series of capital stock then outstanding and except as otherwise set forth in the certificate of incorporation,
any director may be removed from office, with or without cause, only by the affirmative vote of the holders of at least a majority of
the voting power of the shares of capital stock of the corporation entitled to vote at an election of directors, voting together as a
single class. Unless otherwise provided by law or the certificate of incorporation, any newly created directorship or any vacancy occurring
in the Board of Directors for any cause may be filled only by a majority of the remaining members of the Board of Directors, although
such majority is less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the expiration
of the term of office of the director whom he or she has replaced or until his or her successor is elected and qualified.
Section 2.4. Regular
Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such
times as the Board of Directors may from time to time determine.
Section 2.5. Special
Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever
called by the Chief Executive Officer, the Secretary, or by any two members of the Board of Directors. Notice of a special meeting of
the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.
Section 2.6. Remote
Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a
meeting thereof by means of conference telephone, internet, video or other communications technology by means of which all persons participating
in the meeting can communicate with each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person
at such meeting.
Section 2.7. Quorum;
Vote Required for Action. At all meetings of the Board of Directors a majority of the total authorized number of directors shall constitute
a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise
provides, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 2.8. Organization.
Meetings of the Board of Directors shall be presided over by the Chair of the Board, if any, or in his or her absence by the Chief Executive
Officer (if a director), or in their absence by a chair chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his or her absence the chair of the meeting may appoint any person to act as secretary of the meeting.
Section 2.9. Action
by Unanimous Consent of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required
or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission. After
an action is taken, the consent or consents relating thereto shall be filed with the minutes of the proceedings of the Board of Directors,
or the committee thereof, in the same paper or electronic form as the minutes are maintained.
ARTICLE III
Committees
Section 3.1. Committees.
The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation.
The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the
extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of
the corporation to be affixed to all papers which may require it.
Section 3.2. Committee
Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal
rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner
as the Board of Directors conducts its business pursuant to Article II of these bylaws.
ARTICLE IV
Officers
Section 4.1. Officers.
The officers of the corporation shall consist of a Chief Executive Officer, a Chief Financial Officer, a President, a Chief Operating
Officer, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time
determine, each of whom shall be elected by the Board of Directors, each to have such authority, functions or duties as set forth in these
bylaws or as determined by the Board of Directors. Each officer shall be chosen by the Board of Directors and shall hold office for such
term as may be prescribed by the Board of Directors and until such person's successor shall have been duly chosen and qualified, or until
such person's earlier death, disqualification, resignation or removal.
Section 4.2. Removal,
Resignation and Vacancies. Any officer of the corporation may be removed, with or without cause, by the Board of Directors, without
prejudice to the rights, if any, of such officer under any contract to which it is a party. Any officer may resign at any time upon notice
to the corporation in writing or by electronic transmission, without prejudice to the rights, if any, of the corporation under any contract
to which such officer is a party. If any vacancy occurs in any office of the corporation, the Board of Directors may elect a successor
to fill such vacancy for the remainder of the unexpired term and until a successor shall have been duly chosen and qualified.
Section 4.3. Chief
Executive Officer. The Chief Executive Officer shall have general supervision and direction of the business and affairs of the corporation
and shall be responsible for corporate policy and strategy, subject to the provisions of these bylaws and the control of the Board of
Directors. Unless otherwise provided in these bylaws, all other officers of the corporation shall report directly to the Chief Executive
Officer or as otherwise determined by the Chief Executive Officer. The Chief Executive Officer shall, if present and in the absence of
the Chair of the Board of Directors, preside at meetings of the stockholders and (if a director) of the Board of Directors.
Section 4.4. Chief
Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial
officer and in general have overall supervision of the financial operations of the corporation. The Chief Financial Officer shall, when
requested, counsel with and advise the other officers of the corporation and shall perform such other duties as such officer may agree
with the Chief Executive Officer or as the Board of Directors may from time to time determine.
Section 4.5. President.
The President shall have general responsibility for the management and control of the operations of the corporation. The President shall,
when requested, counsel with and advise the other officers of the corporation and shall perform such other duties as such officer may
agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.
Section 4.6. Chief
Operating Officer. The Chief Operating Officer of the Company shall, subject to the control of the Board of Directors and Chief Executive
Officer, have responsibility for the day-to-day operations of the corporation and the general powers and duties usually vested in chief
operating officer of a corporation and such other powers and duties as may be prescribed from time to time by the Board of Directors.
Section 4.7. Treasurer.
The Treasurer shall supervise and be responsible for all the funds and securities of the corporation, the deposit of all moneys and other
valuables to the credit of the corporation in depositories of the corporation, borrowings and compliance with the provisions of all indentures,
agreements and instruments governing such borrowings to which the corporation is a party, the disbursement of funds of the corporation
and the investment of its funds, and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer
shall, when requested, counsel with and advise the other officers of the corporation and shall perform such other duties as such officer
may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.
Section 4.8. Vice
Presidents. A Vice President shall have such powers and duties as shall be prescribed by his or her superior officer, the Chief Executive
Officer or the Board of Directors. A Vice President shall, when requested, counsel with and advise the other officers of the corporation
and shall perform such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time
to time determine.
Section 4.9. Secretary.
The powers and duties of the Secretary are: (i) to act as Secretary at all meetings of the Board of Directors, of the committees
of the Board of Directors and of the stockholders and to record the proceedings of such meetings in a book or books to be kept for that
purpose; (ii) to see that all notices required to be given by the corporation are duly given and served; (iii) to act as custodian
of the seal of the corporation and affix the seal or cause it to be affixed to all certificates of stock of the corporation and to all
documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of
these bylaws; (iv) to have charge of the books, records and papers of the corporation and see that the reports, statements and other
documents required by law to be kept and filed are properly kept and filed; and (v) to perform all of the duties incident to the
office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the corporation and shall perform
such other duties as such officer may agree with the Chief Executive Officer or as the Board of Directors may from time to time determine.
Section 4.10. Appointing
Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors,
the Chair of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer or any Vice
President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the
corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation
or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the stock or other
securities of such other corporation or other entity, or to consent in any manner permitted under applicable law, in the name of the corporation
as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation
and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any
of the rights set forth in this Section 4.10 which may be delegated to an attorney or agent may also be exercised directly by the
Chair of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operating Officer or any Vice President.
Section 4.11. Additional
Matters. The Chief Executive Officer and the Chief Financial Officer of the corporation shall have the authority to designate employees
of the corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer or Assistant Secretary. Any employee
so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are
conferred shall not be deemed officers of the corporation unless elected by the Board of Directors.
ARTICLE V
Stock
Section 5.1. Certificates.
The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or
resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by
certificates shall be entitled to have a certificate signed by or in the name of the corporation by any two authorized officers of the
corporation (it being understood that each of the Chair of the Board, the Chief Executive Officer, the President, the Chief Financial
Officer, a Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the corporation shall be
an authorized officer for such purpose) certifying the number of shares owned by such holder in the corporation. Any of or all the signatures
on the certificate may be a facsimile or electronic (e.g., PDF) signature. In case any officer, transfer agent or registrar who
has signed or whose facsimile or electronic signature has been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were
such officer, transfer agent, or registrar at the date of issue.
Section 5.2. Lost, Stolen
or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate or certificates of stock
or uncertificated shares in the place of any certificate or certificates theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative,
to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
ARTICLE VI
Indemnification and Advancement of Expenses
Section 6.1. Right to
Indemnification. The corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person (a "Covered Person") who was or is made or is threatened to be made a party or
is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"),
by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the
corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service
with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred
by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in Section 6.3, the corporation shall
be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the
commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board of Directors
of the corporation.
Section 6.2. Advancement
of Expenses. The corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys' fees)
incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to
the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt
of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is
not entitled to be indemnified under this Article VI or otherwise.
Section 6.3. Claims.
If a claim for indemnification under this Article VI (following the final disposition of such proceeding) is not paid in full within
sixty days after the corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under
this Article VI is not paid in full within thirty days after the corporation has received a statement or statements requesting such
amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such
claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim to the
fullest extent permitted by law. In any such action, the corporation shall have the burden of proving that the Covered Person is not entitled
to the requested indemnification or advancement of expenses under applicable law.
Section 6.4. Nonexclusivity
of Rights. The rights conferred on any Covered Person by this Article VI shall not be exclusive of any other rights which such
Covered Person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.
Section 6.5. Other Sources.
The corporation's obligation, if any, to indemnify or to advance expenses to any Covered Person who was or is serving at its request as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall
be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other corporation, partnership,
joint venture, trust, enterprise or non-profit enterprise.
Section 6.6. Amendment
or Repeal. Any right to indemnification or to advancement of expenses of any Covered Person arising hereunder shall not be eliminated
or impaired by an amendment to or repeal of these bylaws after the occurrence of the act or omission that is the subject of the civil,
criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought.
Section 6.7. Other Indemnification
and Advancement of Expenses. This Article VI shall not limit the right of the corporation, to the extent and in the manner permitted
by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.
ARTICLE VII
Miscellaneous
Section 7.1. Fiscal
Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.
Section 7.2. Seal.
The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to
time by the Board of Directors.
Section 7.3. Manner
of Notice.
(a) Without
limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the corporation
under any provision of the Delaware General Corporation Law, the certificate of incorporation or these bylaws may be given in writing
directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic mail
address, as applicable) as it appears on the records of the corporation. Notice shall be given (i) if mailed, when deposited in the
United States mail, postage prepaid, (ii) if delivered by courier service, the earlier of when the notice is received or left at
the stockholder’s address, or (iii) if given by electronic mail, when directed to such stockholder’s electronic mail
address (unless the stockholder has notified the corporation in writing or by electronic transmission of an objection to receiving notice
by electronic mail or such notice is prohibited by the General Corporation Law to be given by electronic transmission). A notice by electronic
mail must include a prominent legend that the communication is an important notice regarding the corporation. A notice by electronic mail
will include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information
of an officer or agent of the corporation who is available to assist with accessing such files or information. Any notice to stockholders
given by the corporation under any provision of the Delaware General Corporation Law, the certificate of incorporation or these bylaws
provided by means of electronic transmission (other than any such notice given by electronic mail) may only be given in a form consented
to by such stockholder, and any such notice by such means of electronic transmission shall be deemed to be given as provided by the Delaware
General Corporation Law. The terms “electronic mail,” “electronic mail address,” “electronic signature”
and “electronic transmission” as used herein shall have the meanings ascribed thereto in the Delaware General Corporation
Law.
(b) Except
as otherwise provided herein or permitted by applicable law, notices to any director may be in writing and delivered personally or mailed
to such director at such director’s address appearing on the books of the corporation, or may be given by telephone or by any means
of electronic transmission (including, without limitation, electronic mail) directed to an address for receipt by such director of electronic
transmissions appearing on the books of the corporation.
(c) Without
limiting the manner by which notice otherwise may be given effectively to stockholders, and except as prohibited by applicable law, any
notice to stockholders given by the corporation under any provision of applicable law, the certificate of incorporation, or these bylaws
shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that
address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any
stockholder who fails to object in writing to the corporation, within 60 days of having been given written notice by the corporation of
its intention to send the single notice permitted under this Section 7.3, shall be deemed to have consented to receiving such single
written notice.
Section 7.4. Waiver
of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted
at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified
in a waiver of notice.
Section 7.5. Form of
Records. Any records administered by or on behalf of the corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, method or one
or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records
so kept can be converted into clearly legible paper form within a reasonable time.
Section 7.6.
Amendment of Bylaws. These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors or
by the stockholders by the affirmative vote of the holders of at least a majority in voting power of the outstanding shares.
* * *
Approved and Adopted by the Board of Directors
this 13th day of February 2024.
Exhibit 99.1
Reliance, Inc. Reports Fourth Quarter
and Full Year 2023 Financial Results and Unveils Corporate Rebranding
− Second
highest annual EPS of $22.64; fourth quarter EPS of $4.70
− Second
highest annual cash flow from operations of $1.67 billion
− Repurchased
$479.5 million of common stock in 2023
− Increased
quarterly dividend 10.0% to $1.10 per share (annual: $4.40)
− Completed
acquisition of Cooksey Iron & Metal Company on February 1, 2024
− Announced
pending acquisition of American Alloy Steel, Inc. on February 14, 2024
− Rebranding
to Reliance, Inc. to reflect the Company’s 85-year evolution through diversified growth
SCOTTSDALE,
Ariz.—February 15,
2024—Reliance, Inc. (NYSE: RS) today reported its financial results for the fourth quarter and full year ended December 31,
2023 and announced a corporate name change to Reliance, Inc. from Reliance Steel & Aluminum Co. The name change reflects
the Company’s evolution to “More than Metal.” Reliance is
proud of its 85 year history and 30 years as a public company, and will remain anchored to its core business model and values as it moves
forward into the future.
(in
millions, except tons which are in thousands and per share amounts)
| | |
| | |
| | |
Sequential
Quarter | | |
Twelve
Months Ended
December 31, | | |
Year-
Over-
Year | | |
| | |
Year-
Over-
Year | |
| | |
Q4
2023 | | |
Q3
2023 | | |
%
Change | | |
2023 | | |
2022 | | |
%
Change | | |
Q4
2022 | | |
%
Change | |
| Income Statement Data: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net sales | |
$ | 3,337.3 | | |
$ | 3,623.0 | | |
| (7.9 | )% | |
$ | 14,805.9 | | |
$ | 17,025.0 | | |
| (13.0 | )% | |
$ | 3,610.8 | | |
| (7.6 | )% |
| Gross
profit1 | |
$ | 1,021.6 | | |
$ | 1,077.0 | | |
| (5.1 | )% | |
$ | 4,547.3 | | |
$ | 5,251.3 | | |
| (13.4 | )% | |
$ | 1,129.8 | | |
| (9.6 | )% |
| Gross
profit margin1 | |
| 30.6 | % | |
| 29.7 | % | |
| 0.9 | % | |
| 30.7 | % | |
| 30.8 | % | |
| (0.1 | )% | |
| 31.3 | % | |
| (0.7 | )% |
| Non-GAAP
gross profit margin1,2 | |
| 30.6 | % | |
| 29.7 | % | |
| 0.9 | % | |
| 30.7 | % | |
| 30.9 | % | |
| (0.2 | )% | |
| 31.3 | % | |
| (0.7 | )% |
| LIFO income | |
$ | (59.5 | ) | |
$ | (45.0 | ) | |
| | | |
$ | (164.5 | ) | |
$ | (76.6 | ) | |
| | | |
$ | (99.1 | ) | |
| | |
| LIFO income as a % of net sales | |
| (1.8 | )% | |
| (1.2 | )% | |
| (0.6 | )% | |
| (1.1 | )% | |
| (0.4 | )% | |
| (0.7 | )% | |
| (2.7 | )% | |
| 0.9 | % |
| LIFO income per diluted share,
net of tax | |
$ | (0.77 | ) | |
$ | (0.57 | ) | |
| | | |
$ | (2.09 | ) | |
$ | (0.93 | ) | |
| | | |
$ | (1.25 | ) | |
| | |
| Non-GAAP pretax expense (income)
adjustments² | |
$ | 2.2 | | |
$ | 1.0 | | |
| | | |
$ | (1.6 | ) | |
$ | 9.0 | | |
| | | |
$ | (0.8 | ) | |
| | |
| Pretax income | |
$ | 333.3 | | |
$ | 388.0 | | |
| (14.1 | )% | |
$ | 1,740.7 | | |
$ | 2,430.4 | | |
| (28.4 | )% | |
$ | 446.6 | | |
| (25.4 | )% |
| Non-GAAP
pretax income2 | |
$ | 335.5 | | |
$ | 389.0 | | |
| (13.8 | )% | |
$ | 1,739.1 | | |
$ | 2,439.4 | | |
| (28.7 | )% | |
$ | 445.8 | | |
| (24.7 | )% |
| Pretax income margin | |
| 10.0 | % | |
| 10.7 | % | |
| (0.7 | )% | |
| 11.8 | % | |
| 14.3 | % | |
| (2.5 | )% | |
| 12.4 | % | |
| (2.4 | )% |
| Net income attributable to Reliance | |
$ | 272.7 | | |
$ | 295.0 | | |
| (7.6 | )% | |
$ | 1,335.9 | | |
$ | 1,840.1 | | |
| (27.4 | )% | |
$ | 350.5 | | |
| (22.2 | )% |
| Diluted EPS | |
$ | 4.70 | | |
$ | 4.99 | | |
| (5.8 | )% | |
$ | 22.64 | | |
$ | 29.92 | | |
| (24.3 | )% | |
$ | 5.88 | | |
| (20.1 | )% |
| Non-GAAP
diluted EPS2 | |
$ | 4.73 | | |
$ | 5.00 | | |
| (5.4 | )% | |
$ | 22.62 | | |
$ | 30.03 | | |
| (24.7 | )% | |
$ | 5.87 | | |
| (19.4 | )% |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance Sheet and Cash Flow
Data: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Cash provided by operations | |
$ | 525.6 | | |
$ | 466.0 | | |
| 12.8 | % | |
$ | 1,671.3 | | |
$ | 2,118.6 | | |
| (21.1 | )% | |
$ | 808.7 | | |
| (35.0 | )% |
| Free
cash flow3 | |
$ | 415.4 | | |
$ | 340.5 | | |
| 22.0 | % | |
$ | 1,202.5 | | |
$ | 1,776.8 | | |
| (32.3 | )% | |
$ | 716.6 | | |
| (42.0 | )% |
| Net
debt-to-total capital4 | |
| 0.8 | % | |
| 2.1 | % | |
| | | |
| 0.8 | % | |
| 6.3 | % | |
| | | |
| 6.3 | % | |
| | |
| Net
debt-to-EBITDA2,5 | |
| 0.0 | x | |
| 0.1 | x | |
| | | |
| 0.0 | x | |
| 0.2 | x | |
| | | |
| 0.2 | x | |
| | |
| Total
debt-to-EBITDA2,5 | |
| 0.6 | x | |
| 0.5 | x | |
| | | |
| 0.6 | x | |
| 0.6 | x | |
| | | |
| 0.6 | x | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Capital Allocation Data: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Acquisition, net | |
$ | (0.1 | ) | |
$ | — | | |
| | | |
$ | 24.0 | | |
$ | — | | |
| | | |
$ | — | | |
| | |
| Capital expenditures | |
$ | 110.2 | | |
$ | 125.5 | | |
| | | |
$ | 468.8 | | |
$ | 341.8 | | |
| | | |
$ | 92.1 | | |
| | |
| Dividends | |
$ | 58.8 | | |
$ | 58.7 | | |
| | | |
$ | 238.1 | | |
$ | 217.1 | | |
| | | |
$ | 53.6 | | |
| | |
| Share repurchases | |
$ | 240.3 | | |
$ | 126.4 | | |
| | | |
$ | 479.5 | | |
$ | 630.3 | | |
| | | |
$ | 82.6 | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Key Business Metrics: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Tons sold | |
| 1,354.2 | | |
| 1,420.8 | | |
| (4.7 | )% | |
| 5,779.2 | | |
| 5,570.8 | | |
| 3.7 | % | |
| 1,291.2 | | |
| 4.9 | % |
| Average selling price per ton sold | |
$ | 2,466 | | |
$ | 2,552 | | |
| (3.4 | )% | |
$ | 2,570 | | |
$ | 3,073 | | |
| (16.4 | )% | |
$ | 2,799 | | |
| (11.9 | )% |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Percentage of sales orders w/
value-added processing | |
| | | |
| | | |
| | | |
| 50.6 | % | |
| 50.2 | % | |
| | | |
| | | |
| | |
Please
refer to the footnotes at the end of this press release for additional information.
Management Commentary
“We delivered strong operational and financial performance in
2023 in a challenging environment. Strategic organic volume growth coupled with a full year gross profit margin of 30.7% and effective
expense management resulted in annual earnings per diluted share of $22.64, the second highest in our history,” said Karla Lewis,
President and Chief Executive Officer of Reliance. “Despite our average selling price per ton sold declining across nearly all
of our major commodity products in 2023, we maintained our gross profit margin near the top of our estimated sustainable range due to
our strong pricing discipline and significant capital reinvestment to increase our capacity and value added processing capabilities.
I’d like to thank our dedicated team throughout our family of companies for safely executing our resilient business model and providing
increasing levels of value to our customers which increased our market share and outperformed the broader service center industry.”
Mrs. Lewis continued, “Strong profitability generated significant
cash flow from operations of $1.67 billion in 2023, also the second highest in our history, which we allocated to growth opportunities
through $492.8 million in capital expenditures and acquisitions as well as returning $717.6 million to our stockholders through dividends
and share repurchases. Through our ongoing acquisition strategy, we welcomed Cooksey Iron & Metal Company to our family of companies,
and we look forward to welcoming American Alloy in the near future.”
Mrs. Lewis concluded, “I’m excited to introduce our
new company identity as Reliance, Inc. Over the years, retaining ‘Steel & Aluminum’ in our corporate name has
limited the perception of our company because Reliance is so much more than metal. We are a family of companies committed to providing
diversified metals solutions and increasing levels of value to our customers, opportunities to our employees and returns to our stockholders.
Reliance has historically made investments in our business far in excess of our peers while consistently generating industry-leading
results. We have become stronger and more diversified, collaborative and focused as we further differentiate Reliance as a best in class
company. We believe these developments, as well as our longstanding reputation for credibility with all of our stakeholders, have made
‘Reliance’ a name that stands alone.”
End Market Commentary
Reliance provides a diverse range of metal products and value-added
processing services to a wide range of end markets, generally in small quantities on an as-needed basis. The Company’s tons sold
in the fourth quarter of 2023 increased 4.9% year-over-year primarily led by strength in the non-residential construction, aerospace
and general manufacturing end markets along with increased volumes attributable to organic growth investments. For the full year of 2023,
the Company’s tons sold increased 3.7%, surpassing the industry-wide increase of 1.5% reported by the MSCI for the comparable period.
Demand in non-residential construction (including infrastructure),
Reliance’s largest end market, demonstrated strong year-over-year improvement in both the fourth quarter and full year of 2023.
The Company remains cautiously optimistic non-residential construction activity in the sectors in which it participates will remain at
healthy levels in the first quarter of 2024.
Demand in
commercial aerospace was very strong in both the fourth quarter and full year of 2023 compared to the comparable periods in 2022. Reliance
is optimistic commercial aerospace demand will remain solid in the first quarter of 2024. Additionally,
defense appropriations provide a solid foundation for growth in the military, defense and space related portions of Reliance’s
aerospace business, which is expected to continue in the first quarter of 2024.
Demand for the toll processing services Reliance provides to the automotive
market improved in both the fourth quarter and full year of 2023 compared to the comparable periods in 2022, with meaningful growth in
its processing volume. Reliance remains optimistic that demand for the niche toll processing services it provides the automotive market
will continue to improve over the long-term and in the first quarter of 2024.
Demand across
the broader manufacturing sectors Reliance serves improved modestly in both the fourth quarter and full year of 2023 compared to the
comparable periods in 2022, primarily as a result of the Company’s investments in organic growth opportunities. Reliance
anticipates that demand for its products across the broader manufacturing sector will remain at healthy levels in the first quarter of
2024.
While demand in the semiconductor market declined in both the fourth
quarter and full year of 2023 compared to the comparable periods in 2022 due to excess inventory in the supply chain, it stabilized sequentially
in the fourth quarter. Reliance’s long-term outlook for the semiconductor market remains positive, reinforced by the CHIPS Act
and investments in additional capacity to service the significant semiconductor fabrication expansion efforts underway in the United
States.
Balance Sheet & Cash Flow
At December 31, 2023, Reliance’s cash and cash equivalents
totaled $1.08 billion with total debt outstanding of $1.15 billion and no outstanding borrowings under the Company’s $1.5 billion
revolving credit facility. Reliance generated cash flow from operations of $525.6 million and $1.67 billion, respectively, in the fourth
quarter and full year ended December 31, 2023.
Stockholder Return Activity
On February 13, 2024, the Company’s Board of Directors
declared a quarterly cash dividend of $1.10 per share of common stock, an increase of 10.0%, payable on March 22, 2024 to stockholders
of record as of March 8, 2024. Reliance has paid regular quarterly cash dividends for 64 consecutive years without reduction or
suspension and has increased the dividend 31 times since its 1994 IPO to a current annual rate of $4.40 per common share.
In the fourth quarter of 2023, Reliance repurchased 942,407 shares
of its common stock at an average cost of $255.05 per share, for a total of $240.3 million, under its share repurchase program that was
replenished to $1.5 billion effective October 30, 2023. During the year ended December 31, 2023, Reliance repurchased approximately
1.9 million shares of its common stock at an average cost of $255.30, for a total of $479.5 million. In the last three years, Reliance
has repurchased approximately 7.5 million shares of its common stock at an average cost of $190.85 per share, for a total of $1.43 billion.
Acquisitions
As previously announced, on
February 1, 2024, Reliance completed the acquisition of Cooksey Iron & Metal Company (“Cooksey”), a metals
service center that processes and distributes finished steel products, including tubing, beams, plates and bars. The addition of Cooksey
strengthens and expands Reliance’s position in the fast-growing Southeastern United States market. Cooksey will operate as a subsidiary
of Metals USA, Inc., a wholly owned subsidiary of Reliance. For the twelve months ended December 31, 2023, annual net sales
for Cooksey were approximately $90 million.
As announced yesterday, February 14,
2024, Reliance has entered into a definitive agreement to acquire American Alloy Steel, Inc. (“American Alloy”), a leading
distributor of specialty carbon and alloy steel plate and round bar, including pressure vessel quality (PVQ) material. American Alloy
adds specialty carbon steel plate to Reliance’s product portfolio as well as new fabrication capabilities. For the twelve months
ended December 31, 2023, annual net sales for American Alloy were approximately $310 million. The transaction is expected to close
within the next 60 days, subject to regulatory approval and customary closing conditions.
Corporate Name Change to Reliance, Inc.
Effective today, Reliance has 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 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.
The Company’s stock ticker symbol on the New York Stock Exchange
will remain “RS” and the CUSIP number for its common stock will also remain unchanged. Trading under the name Reliance, Inc.
will begin on Monday, February, 26, 2024. No action is required by stockholders in connection with the name change.
Reliance’s website has also been updated – the Company
welcomes you to visit reliance.com.
Business Outlook
Reliance expects healthy demand trends to continue into the first
quarter of 2024 despite continuing macroeconomic uncertainty and geopolitical matters. Accordingly, the Company estimates its tons sold
will be up 9% to 11% compared to the fourth quarter of 2023, consistent with seasonal trends. Reliance expects its average selling price
per ton sold for the first quarter of 2024 to be up 1.0% to 3.0% compared to the fourth quarter of 2023 driven by stabilizing pricing
trends for many of its products. Based on these expectations, the Company anticipates non-GAAP earnings per diluted share in the range
of $5.30 to $5.50 for the first quarter of 2024.
Conference Call Details
A conference call and simultaneous webcast to discuss Reliance’s
fourth quarter and full year 2023 financial results and business outlook will be held on Thursday, February 15, 2024 at 11:00 a.m. Eastern
Time / 8:00 a.m. Pacific Time. To listen to the live call by telephone, please dial (877) 407-0792 (U.S. and Canada) or (201) 689-8263
(International) approximately 10 minutes prior to the start time and use conference ID: 13743428. The call will also be broadcast live
over the Internet hosted on the Investors section of the Company's website at investor.reliance.com.
For those unable to participate during the live broadcast, a replay
of the call will also be available beginning that same day at 2:00 p.m. Eastern Time until 11:59 p.m. Eastern Time on February 29,
2024, by dialing (844) 512-2921 (U.S. and Canada) or (412) 317-6671 (International) and entering the conference ID: 13743428. The webcast
will remain posted on the Investors section of Reliance’s website at reliance.com for 90 days.
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 315 locations in 40 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.
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 include, but are not limited to, discussions of Reliance’s industry and end markets, business strategies, acquisitions,
and expectations concerning the Company’s future growth and profitability and its ability to generate industry leading returns
for its stockholders, as well as future demand and metals pricing and the Company’s results of operations, margins, profitability,
taxes, liquidity, macroeconomic conditions, including inflation and the possibility of an economic recession or slowdown, litigation
matters and capital resources. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential,” “preliminary,” “range,” “intend”
and “continue,” the negative of these terms, and similar expressions.
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 what is expressed or forecasted in these forward-looking statements as a result of various important
factors, including, but not limited to, actions taken by Reliance, as well as developments beyond its control, including, but not limited
to, the possibility that the expected benefits of acquisitions may not materialize as expected, the impacts of labor constraints and
supply chain disruptions, changes in domestic and worldwide political and economic conditions such as inflation and the possibility of
an economic recession that could materially impact the Company, its customers and suppliers, and demand for the Company’s products
and services. Risks and uncertainties related to the proposed American Alloy transaction include,
but are not limited to, delays in or failure to obtain any required governmental and regulatory approvals. Deteriorations in economic
conditions as a result of inflation, economic recession, slowing growth, outbreaks of infectious disease,
conflicts such as the war in Ukraine and the evolving events in Israel and Gaza or otherwise, could lead to a decline in demand for the
Company’s products and services and negatively impact its business, and may also impact financial markets and corporate credit
markets which could adversely impact the Company’s access to financing, or the terms of any financing. The Company cannot at this
time predict all of the impacts of inflation, product price fluctuations, economic recession, outbreaks of infectious disease or the
Russia-Ukraine and Israel-Gaza conflicts and related economic effects, but these factors, individually or in any combination, could have
a material adverse effect on the Company’s business, financial position, results of operations and cash flows.
The statements contained in this press release speak only as of the
date that they are made, and Reliance disclaims any and all obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or for any other reason, except as may be required by law. Important risks and uncertainties
about Reliance’s business can be found in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K
for the year ended December 31, 2022 and in other documents Reliance files or furnishes with the United States Securities and Exchange
Commission.
CONTACT:
(213) 576-2428
investor@reliance.com
or Addo Investor Relations
(310) 829-5400
(Tables
to follow)
Fourth Quarter 2023 Major Commodity Metrics
| | |
Tons Sold (tons in thousands; % change) | | |
Average Selling Price per Ton
Sold (% change) | |
| | |
Q4 2023 | | |
Q3 2023 | | |
Sequential
Quarter
Change | | |
Q4 2022 | | |
Year-Over-
Year Change | | |
Sequential
Quarter
Change | | |
Year-Over-
Year Change | |
| Carbon steel | |
| 1,100.5 | | |
| 1,150.6 | | |
| (4.4 | )% | |
| 1,036.9 | | |
| 6.1 | % | |
| (5.5 | )% | |
| (12.4 | )% |
| Aluminum | |
| 76.3 | | |
| 78.2 | | |
| (2.4 | )% | |
| 74.0 | | |
| 3.1 | % | |
| (4.1 | )% | |
| (8.7 | )% |
| Stainless steel | |
| 65.5 | | |
| 69.9 | | |
| (6.3 | )% | |
| 68.7 | | |
| (4.7 | )% | |
| (0.8 | )% | |
| (8.4 | )% |
| Alloy | |
| 29.2 | | |
| 31.2 | | |
| (6.4 | )% | |
| 32.1 | | |
| (9.0 | )% | |
| (6.4 | )% | |
| (2.7 | )% |
| | |
Sales ($'s in millions; % change) | |
| | |
Q4 2023 | | |
Q3 2023 | | |
Sequential
Quarter
Change | | |
Q4 2022 | | |
Year-Over-
Year Change | |
| Carbon steel | |
$ | 1,805.2 | | |
$ | 1,996.9 | | |
| (9.6 | )% | |
$ | 1,942.5 | | |
| (7.1 | )% |
| Aluminum | |
$ | 553.9 | | |
$ | 592.6 | | |
| (6.5 | )% | |
$ | 588.8 | | |
| (5.9 | )% |
| Stainless steel | |
$ | 517.9 | | |
$ | 557.5 | | |
| (7.1 | )% | |
$ | 592.7 | | |
| (12.6 | )% |
| Alloy | |
$ | 152.3 | | |
$ | 174.4 | | |
| (12.7 | )% | |
$ | 172.5 | | |
| (11.7 | )% |
Full Year 2023 Major Commodity Metrics
| | |
Tons Sold (tons in thousands; % change) | | |
Average
Selling Price
per Ton Sold
(% change) | |
| | |
2023 | | |
2022 | | |
Year-Over-
Year Change | | |
Year-Over-
Year Change | |
| Carbon steel | |
| 4,688.8 | | |
| 4,463.2 | | |
| 5.1 | % | |
| (19.0 | )% |
| Aluminum | |
| 323.7 | | |
| 327.3 | | |
| (1.1 | )% | |
| (6.6 | )% |
| Stainless steel | |
| 283.9 | | |
| 312.6 | | |
| (9.2 | )% | |
| (10.6 | )% |
| Alloy | |
| 131.2 | | |
| 145.0 | | |
| (9.5 | )% | |
| 5.1 | % |
| | |
Sales ($'s in millions; % change) | |
| | |
2023 | | |
2022 | | |
Year-Over-
Year Change | |
| Carbon steel | |
$ | 8,071.8 | | |
$ | 9,487.7 | | |
| (14.9 | )% |
| Aluminum | |
$ | 2,456.4 | | |
$ | 2,658.7 | | |
| (7.6 | )% |
| Stainless steel | |
$ | 2,336.7 | | |
$ | 2,877.4 | | |
| (18.8 | )% |
| Alloy | |
$ | 704.9 | | |
$ | 741.0 | | |
| (4.9 | )% |
| | |
Sales by Product ($'s as a % of total sales) | |
| | |
| | |
Twelve Months Ended | |
| | |
| | |
| | |
| | |
December 31, | |
| | |
Q4 2023 | | |
Q3 2023 | | |
Q4 2022 | | |
2023 | | |
2022 | |
| Carbon steel plate | |
| 12 | % | |
| 12 | % | |
| 11 | % | |
| 12 | % | |
| 11 | % |
| Carbon steel structurals | |
| 11 | % | |
| 11 | % | |
| 11 | % | |
| 11 | % | |
| 10 | % |
| Carbon steel tubing | |
| 10 | % | |
| 10 | % | |
| 10 | % | |
| 10 | % | |
| 11 | % |
| Hot-rolled steel sheet & coil | |
| 8 | % | |
| 9 | % | |
| 8 | % | |
| 9 | % | |
| 9 | % |
| Carbon steel bar | |
| 5 | % | |
| 5 | % | |
| 5 | % | |
| 5 | % | |
| 5 | % |
| Galvanized steel sheet & coil | |
| 4 | % | |
| 4 | % | |
| 4 | % | |
| 4 | % | |
| 5 | % |
| Cold-rolled steel sheet & coil | |
| 2 | % | |
| 2 | % | |
| 3 | % | |
| 2 | % | |
| 3 | % |
| Carbon steel | |
| 52 | % | |
| 53 | % | |
| 52 | % | |
| 53 | % | |
| 54 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Aluminum bar & tube | |
| 5 | % | |
| 5 | % | |
| 5 | % | |
| 5 | % | |
| 5 | % |
| Heat-treated aluminum plate | |
| 5 | % | |
| 5 | % | |
| 5 | % | |
| 5 | % | |
| 4 | % |
| Common alloy aluminum sheet & coil | |
| 4 | % | |
| 4 | % | |
| 4 | % | |
| 4 | % | |
| 4 | % |
| Common alloy aluminum plate | |
| 1 | % | |
| 1 | % | |
| 1 | % | |
| 1 | % | |
| 1 | % |
| Heat-treated aluminum sheet & coil | |
| 1 | % | |
| 1 | % | |
| 1 | % | |
| 1 | % | |
| 1 | % |
| Aluminum | |
| 16 | % | |
| 16 | % | |
| 16 | % | |
| 16 | % | |
| 15 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Stainless steel bar & tube | |
| 8 | % | |
| 7 | % | |
| 8 | % | |
| 8 | % | |
| 8 | % |
| Stainless steel sheet & coil | |
| 5 | % | |
| 6 | % | |
| 6 | % | |
| 5 | % | |
| 7 | % |
| Stainless steel plate | |
| 2 | % | |
| 2 | % | |
| 2 | % | |
| 2 | % | |
| 2 | % |
| Stainless steel | |
| 15 | % | |
| 15 | % | |
| 16 | % | |
| 15 | % | |
| 17 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Alloy bar & rod | |
| 4 | % | |
| 4 | % | |
| 4 | % | |
| 4 | % | |
| 3 | % |
| Alloy tube | |
| 1 | % | |
| 1 | % | |
| 1 | % | |
| 1 | % | |
| 1 | % |
| Alloy | |
| 5 | % | |
| 5 | % | |
| 5 | % | |
| 5 | % | |
| 4 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Miscellaneous | |
| 6 | % | |
| 5 | % | |
| 5 | % | |
| 5 | % | |
| 5 | % |
| Toll processing & logistics | |
| 4 | % | |
| 4 | % | |
| 4 | % | |
| 4 | % | |
| 3 | % |
| Copper & brass | |
| 2 | % | |
| 2 | % | |
| 2 | % | |
| 2 | % | |
| 2 | % |
| Other | |
| 12 | % | |
| 11 | % | |
| 11 | % | |
| 11 | % | |
| 10 | % |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Total | |
| 100 | % | |
| 100 | % | |
| 100 | % | |
| 100 | % | |
| 100 | % |
RELIANCE, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except number of shares which are reflected in thousands and per share amounts)
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022* | |
| Net sales | |
$ | 3,337.3 | | |
$ | 3,610.8 | | |
$ | 14,805.9 | | |
$ | 17,025.0 | |
| | |
| | | |
| | | |
| | | |
| | |
| Costs and expenses: | |
| | | |
| | | |
| | | |
| | |
| Cost of sales (exclusive of depreciation and amortization shown below) | |
| 2,315.7 | | |
| 2,481.0 | | |
| 10,258.6 | | |
| 11,773.7 | |
| Warehouse, delivery, selling, general and administrative (“SG&A”) | |
| 633.6 | | |
| 613.6 | | |
| 2,562.4 | | |
| 2,504.2 | |
| Depreciation and amortization | |
| 62.9 | | |
| 61.4 | | |
| 245.4 | | |
| 240.2 | |
| | |
| 3,012.2 | | |
| 3,156.0 | | |
| 13,066.4 | | |
| 14,518.1 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating income | |
| 325.1 | | |
| 454.8 | | |
| 1,739.5 | | |
| 2,506.9 | |
| | |
| | | |
| | | |
| | | |
| | |
| Other (income) expense: | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| 9.8 | | |
| 15.5 | | |
| 40.1 | | |
| 62.3 | |
| Other (income) expense, net | |
| (18.0 | ) | |
| (7.3 | ) | |
| (41.3 | ) | |
| 14.2 | |
| Income before income taxes | |
| 333.3 | | |
| 446.6 | | |
| 1,740.7 | | |
| 2,430.4 | |
| Income tax provision | |
| 59.9 | | |
| 95.3 | | |
| 400.6 | | |
| 586.2 | |
| Net income | |
| 273.4 | | |
| 351.3 | | |
| 1,340.1 | | |
| 1,844.2 | |
| Less: net income attributable to noncontrolling interests | |
| 0.7 | | |
| 0.8 | | |
| 4.2 | | |
| 4.1 | |
| Net income attributable to Reliance | |
$ | 272.7 | | |
$ | 350.5 | | |
$ | 1,335.9 | | |
$ | 1,840.1 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings per share attributable to Reliance stockholders: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
$ | 4.75 | | |
$ | 5.97 | | |
$ | 22.90 | | |
$ | 30.39 | |
| Diluted | |
$ | 4.70 | | |
$ | 5.88 | | |
$ | 22.64 | | |
$ | 29.92 | |
| | |
| | | |
| | | |
| | | |
| | |
| Shares used in computing earnings per share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 57,381 | | |
| 58,732 | | |
| 58,328 | | |
| 60,559 | |
| Diluted | |
| 58,071 | | |
| 59,657 | | |
| 59,015 | | |
| 61,495 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cash dividends per share | |
$ | 1.00 | | |
$ | 0.875 | | |
$ | 4.00 | | |
$ | 3.50 | |
* Amounts derived from audited financial statements.
RELIANCE, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in millions, except number of shares which are reflected in thousands and par value)
| | |
December 31, | | |
December 31, | |
| | |
| 2023 | | |
| 2022* | |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 1,080.2 | | |
$ | 1,173.4 | |
| Accounts receivable, less allowance for credit losses of $24.9 at December 31, 2023 and $26.1 at December 31, 2022 | |
| 1,472.4 | | |
| 1,565.7 | |
| Inventories | |
| 2,043.2 | | |
| 1,995.3 | |
| Prepaid expenses and other current assets | |
| 140.4 | | |
| 115.6 | |
| Income taxes receivable | |
| 35.6 | | |
| 36.6 | |
| Total current assets | |
| 4,771.8 | | |
| 4,886.6 | |
| Property, plant and equipment: | |
| | | |
| | |
| Land | |
| 281.7 | | |
| 262.7 | |
| Buildings | |
| 1,510.9 | | |
| 1,359.3 | |
| Machinery and equipment | |
| 2,700.4 | | |
| 2,446.9 | |
| Accumulated depreciation | |
| (2,244.6 | ) | |
| (2,094.3 | ) |
| Property, plant and equipment, net | |
| 2,248.4 | | |
| 1,974.6 | |
| Operating lease right-of-use assets | |
| 231.6 | | |
| 216.4 | |
| Goodwill | |
| 2,111.1 | | |
| 2,105.9 | |
| Intangible assets, net | |
| 981.1 | | |
| 1,019.6 | |
| Cash surrender value of life insurance policies, net | |
| 43.8 | | |
| 42.0 | |
| Other long-term assets | |
| 92.5 | | |
| 84.8 | |
| Total assets | |
$ | 10,480.3 | | |
$ | 10,329.9 | |
| | |
| | | |
| | |
| LIABILITIES AND EQUITY | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 410.3 | | |
$ | 412.4 | |
| Accrued expenses | |
| 118.5 | | |
| 118.8 | |
| Accrued compensation and retirement benefits | |
| 213.9 | | |
| 240.0 | |
| Accrued insurance costs | |
| 44.4 | | |
| 43.4 | |
| Current maturities of long-term debt and short-term borrowings | |
| 0.3 | | |
| 508.2 | |
| Current maturities of operating lease liabilities | |
| 56.2 | | |
| 52.5 | |
| Total current liabilities | |
| 843.6 | | |
| 1,375.3 | |
| Long-term debt | |
| 1,141.9 | | |
| 1,139.4 | |
| Operating lease liabilities | |
| 178.9 | | |
| 165.2 | |
| Long-term retirement benefits | |
| 25.1 | | |
| 26.1 | |
| Other long-term liabilities | |
| 64.0 | | |
| 51.4 | |
| Deferred income taxes | |
| 494.0 | | |
| 476.6 | |
| Commitments and contingencies | |
| | | |
| | |
| Equity: | |
| | | |
| | |
| Preferred stock, $0.001 par value: 5,000 shares authorized; none issued or outstanding | |
| — | | |
| — | |
| Common stock and additional paid-in
capital, $0.001 par value and 200,000 shares authorized Issued and outstanding shares—57,271 at December 31, 2023 and
58,787 at December 31, 2022 | |
| 0.1 | | |
| 0.1 | |
| Retained earnings | |
| 7,798.9 | | |
| 7,173.6 | |
| Accumulated other comprehensive loss | |
| (76.7 | ) | |
| (86.3 | ) |
| Total Reliance stockholders’ equity | |
| 7,722.3 | | |
| 7,087.4 | |
| Noncontrolling interests | |
| 10.5 | | |
| 8.5 | |
| Total equity | |
| 7,732.8 | | |
| 7,095.9 | |
| Total liabilities and equity | |
$ | 10,480.3 | | |
$ | 10,329.9 | |
* Amounts derived from audited financial statements.
RELIANCE, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| | |
Twelve Months Ended | |
| | |
December 31, | |
| | |
2023 | | |
2022* | |
| Operating activities: | |
| | | |
| | |
| Net income | |
$ | 1,340.1 | | |
$ | 1,844.2 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | |
| | | |
| | |
| Depreciation and amortization expense | |
| 245.4 | | |
| 240.2 | |
| Provision for credit losses | |
| 3.5 | | |
| 3.4 | |
| Deferred income tax provision (benefit) | |
| 16.2 | | |
| (6.7 | ) |
| Stock-based compensation expense | |
| 65.0 | | |
| 65.3 | |
| Net (gain) loss on life insurance policies and deferred compensation plan assets | |
| (0.5 | ) | |
| 22.4 | |
| Other | |
| (0.3 | ) | |
| 4.8 | |
| Changes in operating assets and liabilities (excluding effect of businesses acquired): | |
| | | |
| | |
| Accounts receivable | |
| 95.6 | | |
| 105.7 | |
| Inventories | |
| (41.5 | ) | |
| 58.9 | |
| Prepaid expenses and other assets | |
| 37.3 | | |
| 17.4 | |
| Accounts payable and other liabilities | |
| (89.5 | ) | |
| (237.0 | ) |
| Net cash provided by operating activities | |
| 1,671.3 | | |
| 2,118.6 | |
| | |
| | | |
| | |
| Investing activities: | |
| | | |
| | |
| Acquisition, net of cash acquired | |
| (24.0 | ) | |
| — | |
| Purchases of property, plant and equipment | |
| (468.8 | ) | |
| (341.8 | ) |
| Proceeds from sales of property, plant and equipment | |
| 11.1 | | |
| 10.9 | |
| Other | |
| (2.2 | ) | |
| (17.6 | ) |
| Net cash used in investing activities | |
| (483.9 | ) | |
| (348.5 | ) |
| | |
| | | |
| | |
| Financing activities: | |
| | | |
| | |
| Net short-term debt repayments | |
| (2.2 | ) | |
| (2.2 | ) |
| Principal payments on long-term debt | |
| (506.1 | ) | |
| (0.3 | ) |
| Cash dividends and dividend equivalents | |
| (238.1 | ) | |
| (217.1 | ) |
| Share repurchases | |
| (479.5 | ) | |
| (630.3 | ) |
| Taxes paid related to net share settlement of restricted stock units | |
| (54.1 | ) | |
| (39.7 | ) |
| Other | |
| (2.3 | ) | |
| (3.0 | ) |
| Net cash used in financing activities | |
| (1,282.3 | ) | |
| (892.6 | ) |
| Effect of exchange rate changes on cash and cash equivalents | |
| 1.7 | | |
| (4.6 | ) |
| (Decrease) increase in cash and cash equivalents | |
| (93.2 | ) | |
| 872.9 | |
| Cash and cash equivalents at beginning of year | |
| 1,173.4 | | |
| 300.5 | |
| Cash and cash equivalents at end of the year | |
$ | 1,080.2 | | |
$ | 1,173.4 | |
| | |
| | | |
| | |
| Supplemental cash flow information: | |
| | | |
| | |
| Interest paid during the year | |
$ | 41.8 | | |
$ | 59.7 | |
| Income taxes paid during the year, net | |
$ | 386.3 | | |
$ | 692.4 | |
* Amounts derived from audited financial statements.
RELIANCE, INC.
NON-GAAP RECONCILIATION
(in millions, except per share amounts)
| | |
Net Income | | |
Diluted EPS | |
| | |
Three Months Ended | | |
Three Months Ended | |
| | |
December 31, | | |
September 30, | | |
December 31, | | |
December 31, | | |
September 30, | | |
December 31, | |
| | |
2023 | | |
2023 | | |
2022 | | |
2023 | | |
2023 | | |
2022 | |
| Net income attributable to Reliance | |
$ | 272.7 | | |
$ | 295.0 | | |
$ | 350.5 | | |
$ | 4.70 | | |
$ | 4.99 | | |
$ | 5.88 | |
| Restructuring charges | |
| 1.2 | | |
| 1.0 | | |
| — | | |
| 0.02 | | |
| 0.02 | | |
| — | |
| Non-recurring settlement credits, net | |
| — | | |
| — | | |
| (0.8 | ) | |
| — | | |
| — | | |
| (0.02 | ) |
| Charges related to sale of non-core assets | |
| 1.0 | | |
| — | | |
| — | | |
| 0.02 | | |
| — | | |
| — | |
| Income tax (benefit) expense related to above items | |
| (0.5 | ) | |
| (0.3 | ) | |
| 0.4 | | |
| (0.01 | ) | |
| (0.01 | ) | |
| 0.01 | |
| Non-GAAP net income attributable to Reliance | |
$ | 274.4 | | |
$ | 295.7 | | |
$ | 350.1 | | |
$ | 4.73 | | |
$ | 5.00 | | |
$ | 5.87 | |
| | |
Net Income | | |
Diluted EPS | |
| | |
Twelve Months Ended | | |
Twelve Months Ended | |
| | |
December 31, | | |
December 31, | | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| Net income attributable to Reliance | |
$ | 1,335.9 | | |
$ | 1,840.1 | | |
$ | 22.64 | | |
$ | 29.92 | |
| Restructuring charges | |
| 2.2 | | |
| 1.4 | | |
| 0.04 | | |
| 0.02 | |
| Non-recurring expenses of acquisitions | |
| — | | |
| 8.1 | | |
| — | | |
| 0.13 | |
| Non-recurring settlement charges, net | |
| — | | |
| 1.5 | | |
| — | | |
| 0.02 | |
| Gains related to sales of non-core assets | |
| (3.8 | ) | |
| (2.0 | ) | |
| (0.07 | ) | |
| (0.03 | ) |
| Income tax expense (benefit) related to above items | |
| 0.4 | | |
| (2.1 | ) | |
| 0.01 | | |
| (0.03 | ) |
| Non-GAAP net income attributable to Reliance | |
$ | 1,334.7 | | |
$ | 1,847.0 | | |
$ | 22.62 | | |
$ | 30.03 | |
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31, | | |
September 30, | | |
December 31, | | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| Pretax income | |
$ | 333.3 | | |
$ | 388.0 | | |
$ | 446.6 | | |
$ | 1,740.7 | | |
$ | 2,430.4 | |
| Restructuring charges | |
| 1.2 | | |
| 1.0 | | |
| — | | |
| 2.2 | | |
| 1.4 | |
| Non-recurring expenses of acquisitions | |
| — | | |
| — | | |
| — | | |
| — | | |
| 8.1 | |
| Non-recurring settlement (credits) charges, net | |
| — | | |
| — | | |
| (0.8 | ) | |
| — | | |
| 1.5 | |
| Gains (charges) related to sales of non-core assets | |
| 1.0 | | |
| — | | |
| — | | |
| (3.8 | ) | |
| (2.0 | ) |
| Non-GAAP pretax income | |
$ | 335.5 | | |
$ | 389.0 | | |
$ | 445.8 | | |
$ | 1,739.1 | | |
$ | 2,439.4 | |
| | |
Three Months Ended | | |
Twelve Months Ended | |
| | |
December 31, | | |
September 30, | | |
December 31, | | |
December 31, | | |
December 31, | |
| | |
2023 | | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| Gross profit - LIFO | |
$ | 1,021.6 | | |
$ | 1,077.0 | | |
$ | 1,129.8 | | |
$ | 4,547.3 | | |
$ | 5,251.3 | |
| Restructuring charge | |
| 0.2 | | |
| — | | |
| — | | |
| 0.2 | | |
| — | |
| Amortization of inventory step-up | |
| — | | |
| — | | |
| — | | |
| — | | |
| 8.1 | |
| Non-GAAP gross profit | |
| 1,021.8 | | |
| 1,077.0 | | |
| 1,129.8 | | |
| 4,547.5 | | |
| 5,259.4 | |
| LIFO income | |
| (59.5 | ) | |
| (45.0 | ) | |
| (99.1 | ) | |
| (164.5 | ) | |
| (76.6 | ) |
| Non-GAAP gross profit - FIFO | |
$ | 962.3 | | |
$ | 1,032.0 | | |
$ | 1,030.7 | | |
$ | 4,383.0 | | |
$ | 5,182.8 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Gross profit margin - LIFO | |
| 30.6 | % | |
| 29.7 | % | |
| 31.3 | % | |
| 30.7 | % | |
| 30.8 | % |
| Amortization of inventory step-up as a % of sales | |
| — | | |
| — | | |
| — | | |
| — | | |
| 0.1 | % |
| Non-GAAP gross profit margin | |
| 30.6 | % | |
| 29.7 | % | |
| 31.3 | % | |
| 30.7 | % | |
| 30.9 | % |
| LIFO income as a % of sales | |
| (1.8 | )% | |
| (1.2 | )% | |
| (2.7 | )% | |
| (1.1 | )% | |
| (0.4 | )% |
| Non-GAAP gross profit margin - FIFO | |
| 28.8 | % | |
| 28.5 | % | |
| 28.6 | % | |
| 29.6 | % | |
| 30.5 | % |
| | |
December 31, | | |
September 30, | | |
December 31, | |
| | |
2023 | | |
2023 | | |
2022 | |
| Total debt | |
$ | 1,151.4 | | |
$ | 1,151.7 | | |
$ | 1,659.6 | |
| Less: unamortized debt discount and debt issuance costs | |
| (9.2 | ) | |
| (9.8 | ) | |
| (12.0 | ) |
| Carrying amount of debt | |
| 1,142.2 | | |
| 1,141.9 | | |
| 1,647.6 | |
| Less: cash and cash equivalents | |
| (1,080.2 | ) | |
| (976.9 | ) | |
| (1,173.4 | ) |
| Net debt | |
$ | 62.0 | | |
$ | 165.0 | | |
$ | 474.2 | |
| | |
Twelve Months Ended | |
| | |
December 31, | | |
September 30, | | |
December 31, | |
| | |
2023 | | |
2023 | | |
2022 | |
| Net income | |
$ | 1,340.1 | | |
$ | 1,418.0 | | |
$ | 1,844.2 | |
| Depreciation and amortization | |
| 245.4 | | |
| 243.9 | | |
| 240.2 | |
| Interest expense | |
| 40.1 | | |
| 45.8 | | |
| 62.3 | |
| Income taxes | |
| 400.6 | | |
| 436.0 | | |
| 586.2 | |
| EBITDA | |
$ | 2,026.2 | | |
$ | 2,143.7 | | |
$ | 2,732.9 | |
| | |
| | | |
| | | |
| | |
| Net debt-to-EBITDA | |
| 0.0 | x | |
| 0.1 | x | |
| 0.2 | x |
| Total debt-to-EBITDA | |
| 0.6 | x | |
| 0.5 | x | |
| 0.6 | x |
Reliance, Inc.’s presentation of non-GAAP pretax income, net income and EPS over certain time periods is an attempt to provide meaningful comparisons to the Company's historical performance for its existing and future stockholders. Adjustments include restructuring charges, gains on sales of non-core property, plant, and equipment, non-recurring expenses of its fourth quarter 2021 acquisitions and non-recurring settlement charges and credits, which make comparisons of the Company’s operating results between periods difficult using GAAP measures. Reliance, Inc.’s presentation of gross profit margin - FIFO, which is calculated as gross profit plus LIFO expense (or minus LIFO income) divided by net sales, is presented in order to provide a means of comparison amongst its competitors who may not use the same inventory valuation method. Please see footnote 1 below for additional information on the Company’s gross profit and gross profit margin. Reliance, Inc. presents net debt- and total debt-to-EBITDA as a measurement of leverage utilized by management to monitor its debt levels in relation to its operating cash flow for which it utilizes EBITDA as a proxy.
Footnotes
1 Gross profit, calculated as net sales less cost of sales, and gross profit margin, calculated as gross profit divided by net sales, are non-GAAP financial measures as they exclude depreciation and amortization expense associated with the corresponding sales. About half of Reliance's orders are basic distribution with no processing services performed. For the remainder of its sales orders, Reliance performs “first-stage” processing, which is generally not labor intensive as it is simply cutting the metal to size. Because of this, the amount of related labor and overhead, including depreciation and amortization, is not significant and is excluded from cost of sales. Therefore, Reliance’s cost of sales is substantially comprised of the cost of the material it sells. Reliance uses gross profit and gross profit margin, as shown, as measures of operating performance. Gross profit and gross profit margin are important operating and financial measures, as their fluctuations can have a significant impact on Reliance's earnings. Gross profit and gross profit margin, as presented, are not necessarily comparable with similarly titled measures for other companies.
2 See accompanying Non-GAAP Reconciliation. Certain percentages may not calculate due to rounding.
3 Free cash flow is calculated as cash provided by operations reduced by capital expenditures.
4 Net debt-to-total capital is calculated as carrying amount of debt (net of cash) divided by total Reliance stockholders’ equity plus carrying amount of debt (net of cash).
5 Net debt- and total debt-to-EBITDA are calculated as carrying amount of debt (net of cash) or total debt divided by earnings before interest, income taxes, depreciation, amortization and impairment of long-lived assets (“EBITDA”) for the most recent twelve months.
v3.24.0.1
Cover
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Feb. 14, 2024 |
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false
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Feb. 14, 2024
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| Current Fiscal Year End Date |
--12-31
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| Entity File Number |
001-13122
|
| Entity Registrant Name |
RELIANCE, INC.
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| Entity Central Index Key |
0000861884
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| Entity Tax Identification Number |
95-1142616
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| Entity Incorporation, State or Country Code |
DE
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16100 N. 71st Street
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Suite 400
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Scottsdale
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AZ
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85254
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480
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Reliance Steel & Aluminum Co.
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Grafico Azioni Reliance (NYSE:RS)
Storico
Da Apr 2024 a Mag 2024
Grafico Azioni Reliance (NYSE:RS)
Storico
Da Mag 2023 a Mag 2024
