UNITED STATES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

This Notice presents only an overview of the more complete proxy materials that are available to you on the Internet, if you have not received thisthem by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting. A Proxy Statement,This proxy statement, an Annual Report to Shareholders,Stockholders, an Annual Report on Form 10-K and a proxy form for voting are available online at www.proxyvote.com by using the 12-digit control number provided to you. If you want to receive a paper or e-mail copy of these documents, you must request one. There is no charge to provide you a copy. Please request a copy (1) by Internet at www.proxyvote.com; (2) by telephone at 1-800-579-1639; or (3) by email to sendmaterial@proxyvote.com, on or before May 7, 20144, 2016 to facilitate timely delivery.

iiExcept as stated otherwise, information on our website is not a part of this proxy statement.

PROXY STATEMENT

TABLE OF CONTENTS

iii

350 South Grand Avenue, Suite 5100

Los Angeles, California 90071

(213) 687-7700

PROXY STATEMENTSUMMARY

FOR This summary highlights information contained elsewhere in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2015. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

To Be Held May 21, 2014

PROXY STATEMENT

        We are furnishing this proxy statement because theYour vote is very important. The Board of Directors of Reliance Steel & Aluminum Co. is solicitingrequesting that you allow your common stock to be represented at the Annual Meeting by the proxies named on the proxy card. This proxy statement is being sent or made available to you in connection with this request and has been prepared for the Board by our management. The proxy statement is being sent and made available to our stockholders on or about April 8, 2016.

Business Highlights

Returning Value to Stockholders (see page 20)  

Corporate Governance Highlights (see page 52)  

All directors are elected annually by majority of votes cast.

Eight of our current ten directors are independent directors. All of our standing committees are composed entirely of independent directors.

Independent directors meet regularly in executive sessions without management.

Reliance has adopted a Code of Conduct that applies to all executive officers and senior management. Reliance has also adopted a Director Code of Conduct that applies to all directors.

Directors are required to own shares of our common stock having a market value of at least $400,000 within five years of joining the Board. All of our directors are in compliance with this requirement.

Our stockholders have the right to request a special meeting of stockholders and act by written consent. Special meetings may be called by stockholders holding shares entitled to cast not less than 10% of the votes at the meeting.

No super‑majority voting requirements to approve mergers or other business combinations.

No stockholder rights plan or poison pill.

Key Executive Compensation Practices

Board Nominees (see page 9)  

Voting Matters and Recommendations

INFORMATION CONCERNING PROXY

We are furnishing this proxy statement to the holders of our common stock in connection with the solicitation of proxies on behalf of our Board of Directors for use at itsthe Annual Meeting of ShareholdersStockholders to be held on Wednesday, May 18, 2016 at The L.A.the Omni Los Angeles Hotel Downtown, 333 S. Figueroaat California Plaza, 251 South Olive Street, Los Angeles, CA 90071, on Wednesday, May 21, 2014 at 10:00 a.m., California time, or at any adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting.90012.

INFORMATION CONCERNING PROXY

The Board of Directors selected Karla R. Lewis, our Senior Executive Vice President and Chief Financial Officer, and William A. Smith II, our Senior Vice President, General Counsel and Corporate Secretary, to be named as proxyholders to vote the shares of common stock represented by the proxies at the Annual Meeting. Reliance will pay the cost to solicit the proxies. The Board of Directors will solicit proxies by mail, by telephone, and electronically via the Internet. In addition, certain of our officers and agents may solicit proxies by telephone and personal interview (the cost of which will be nominal). We expect that banks, brokerage houses and other custodians, nominees and fiduciaries will forward soliciting material to beneficial owners and obtain authorizations to execute proxies. We will reimburse the reasonable out-of-pocket expenses they incur to forward the proxy materials.Your bank, broker or financial institution is not able to vote on your behalf for the election of directors or on any compensation issue, unless you provide specific instructions by completing and returning a proxy or voting instruction form or by following instructions provided to you by your bank, broker or financial institution to vote your shares which often include instructions on how to vote your shares via telephone or the Internet. Voting your shares is important to ensure that you have a say in the governance of our Company.

We intend only the followingthree matters described in this proxy statement to be presented at the Annual Meeting:

1.

Meeting. We will also transact any other business as may properly come before the election of nine directors described in this proxy statement to serve for the ensuing year and until their successors are duly elected and qualified;



2.

a non-binding, advisory vote to approve the compensation of the Company's named executive officers; and



3.

the ratification of KPMG LLP as our independent registered public accounting firm for 2014.

If you hold your shares through a broker, bank, financial institution, or other nominee, you are a beneficial holder, and you may change your vote by complying with the procedures contained in the voting instructions provided to you by your broker, bank, financial institution or other nominee.

The presence in person or by proxy of the holders of a majority of the shares entitled to vote at the meeting shall constitute a quorum for the transaction of business. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. A broker non-vote occurs when a nominee holding shares for a beneficial owner (i.e., in “street name”) does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. We believe that nominees only have discretionary voting power with respect to the ballot item on ratification of our independent registered public accounting firm described in this proxy statement.

INFORMATION CONCERNING RELIANCE'SOUR SECURITIES

Our only voting securities are shares of common stock, no par value.value $0.001 per share. As of the record date of March 28, 2014,31, 2016, we had a total of 77,666,15372,222,793 shares of common stock issued and outstanding, all of which may be voted at the Annual Meeting. Only holders of shares of record on our books at the close of business on the record date will be entitled to vote at the Annual Meeting.

        In theThe election of directors you as a shareholder are entitled under California law and our articles of incorporation to cumulate your votes for candidates whose names have been placed in nomination prior to the voting, if you give notice at the Annual Meeting beforewill be uncontested. As a result, each nominee for election as a director at the voting of your intention to cumulate votes. Cumulative voting entitles every shareholder who is otherwise entitled to vote at an election of directors to cumulate his or her votes; that is, to give any one candidate a number of votes equal to the number of directors toAnnual Meeting will only be elected multiplied byif the votes cast “FOR” such nominee exceed the number of votes to which the shareholder's shares are normally entitled,cast “AGAINST” such nominee, with abstentions and broker non-votes not counted as either votes “FOR” or to distribute those cumulated votes on the same principle among as many candidates as a shareholder determines appropriate. If any shareholder gives notice of the intention to cumulate votes, all shareholders may cumulate their votes for candidates. On all matters other than the election of directors, each share has one vote.

        A plurality of the aggregate number of votes represented“AGAINST” that nominee’s election. As required by the shares present atCompany’s Bylaws, in the Annual Meeting in person or by proxy must voteevent that an incumbent director fails to elect directors. That means that the nine individuals receiving the largest number of votes cast will be elected as directors, whether or not they receive a majority of votes cast in an uncontested election, such incumbent director is required to submit his or her resignation to the votes cast. Board of Directors within ten calendar days of the date of the certification of the election results. Pursuant to the procedures set forth in the Bylaws, the Nominating and Corporate Governance Committee will make a recommendation to the Board of Directors within ten calendar days as to whether to accept or reject the resignation, or whether other action should be taken. The Board of Directors will then act on the resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation, and the Company will publicly disclose such decision by the Board of Directors with respect to the director nominee. The Nominating and Corporate Governance 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. A director who tenders his or her resignation is not permitted to participate in the recommendation of the committee or the decision of the Board of Directors with respect to his or her resignation.

The affirmative vote of a majority of votes castpresent in person or by proxy and entitled to vote on the matter is required to (i) approve on a non-binding advisory basis, the compensation of the named executive officers. The affirmative vote of a majority of the votes cast is required to officers, and (ii) ratify the engagement of KPMG LLP as our independent registered public accounting firm.firm for 2016. Accordingly, abstentions will count as votes “AGAINST” such proposals. Broker non-votes will have no effect on such proposals.

PROPOSAL NO. 1—1 - ELECTION OF DIRECTORS

The term of office for each director elected at the 2014 Annual Meeting will be one year, until the next Annual Meeting of ShareholdersStockholders and until his or her successor is duly elected and qualified.

It is proposed that nine directors, seven of whom are independent directors, be elected to hold office until the next annual meeting of stockholders and until their successors are dulyhave been elected and qualified.

Upon the recommendation of thequalified, subject to their earlier death, resignation or removal. The Nominating and Corporate Governance Committee has recommended to the Board of Directors, and the Board of Directors has nominatedapproved, and recommends to the following persons, who have agreed to serve as directors, as nominees for election as directors atstockholders, the 2014 Annual Meeting:individuals named below:

A pluralitymajority of the aggregate numbervotes cast is required for the election of votes represented bydirectors in an uncontested election (which is the shares presentcase for the election of directors at the 2016 Annual Meeting in person or by proxy must vote to elect directors.Meeting). Your broker is not able to vote on your behalf for the election of directors unless you provide specific instructions by completing and returning a proxy or voting instruction form or you follow instructions provided to you by your broker, which often include instructions on how to vote your shares via telephone or the Internet. In voting the proxies for election

Our Board of directors, the proxyholders have the right to cumulate the votes for directors covered by the proxies (unless otherwise instructed) and may do so if they think that is desirable and announce it at the Annual Meeting in advance of the voting.

        Each of the nominees for the position of director was elected to his or her present term of office by vote of the shareholders at the Annual Meeting of Shareholders held on May 15, 2013. Although we do not expect that any nomineeDirectors currently has ten members. Leslie A. Waite will decline or be unable to serve as a director, if any nominee declines or is unable to serve, the proxies will be voted, at the Annual Meeting or any adjournment thereof, for such other person asretire from the Board of Directors effective at the 2016 Annual Meeting, at which time the size of the Board will be reduced to nine members. We expect each nominee for election as a director will serve if elected. If any nominee is not able to serve, proxies may select or, if no other person is so selected, asbe voted by the proxyholders may,for substitute nominees, unless the Board of Directors chooses to reduce the number of directors serving on the Board of Directors.

If re-elected, Mr. Hannah will retire from the position of Executive Chairman in their discretion, select; provided thatJuly 2016, at which time he will remain a director and the proxyholdersBoard will not vote for more than nine nominees.appoint a non-executive Chairman from the independent directors elected at the Annual Meeting.

Certain information with respect to each nominee is set forth in "Management"“Management” below. Under the leadership of this Board of Directors, excluding dividends, the value of Reliance stock has increased over the five year period ended December 31, 2013 by 280.3% and over the ten year period ended December 31, 2013 by 356.7%See page 14.

The Board of Directors recommends that shareholdersstockholders vote FOR the election of each nominee as a director. Unless otherwise indicated on your proxy, the proxyholders will vote your proxy FOR the election of all named nominees.

PROPOSAL NO. 2—2 - ADVISORY VOTE ON THE APPROVAL OF THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are asking our shareholdersstockholders to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement. Our current policy is to provide our stockholders with an opportunity to approve the compensation of our named executive officers each year at the Annual Meeting of Stockholders. It is expected that the next advisory, non-binding vote to approve executive compensation will be held at the 2017 Annual Meeting of Stockholders.

In voting on this proposal, the Board of Directors encourages you to consider the detailed discussion of compensation matters in the Compensation Discussion and Analysis section, or CD&A, beginning on page 14.20. As discussed in detail in the CD&A, the Company'sCompany’s executive compensation program is a pay-for-performance program designed to align the interests of our executive officers with the interests of our shareholdersstockholders by tying a substantial majority of our executives'executives’ incentive compensation directly to Company performance. Approximately 83%75% of our CEO'sCEO’s target level total direct compensation (comprised of base salary, annual non-equity incentive plan compensation and equity awards) and approximately 68%60%, on average, of our other NEOs'named executive officers’ target level total direct compensation in 2013,2015, was subject to performance targets.

Our performance-based compensation consistsin 2015 consisted of our annual cash incentive awards and performance-based equity awards:

•

Annual cash awards can be earned only if actual return on beginning shareholders' equity (ROBE) exceeds pre-established targets that are based on our long-term objectives and remain constant from year to year.



•

Beginning in 2012, one hundred percent (100%) of our CEO's equity awards and 80% of our other named executive officers' equity awards only vest after a three-year period if the Company has achieved certain levels of return on assets and cumulative levels of operating income.

We believe that our executive compensation program has been integral to our long track record of success, as exemplified by the metrics discusseddescribed in more detail in the CD&A including that our shareholders earned a total shareholder return (TSR) for the one, three, five and ten year periods ended December 31, 2013 of more than 24%, 55%, 306%, and 406%, respectively, compared to a TSR for the S&P 500 of 32%, 57%, 128%, and 104%, respectively, for those same periods.&A.

While we strive for and believe that we have achieved outstanding performance within our industry over the long-term, the executive compensation program targets total direct compensation to approximate the market median for the peer group we use in making compensation decisions, which consists of other companies in our industry orand other industrial companies havingoutside of our industry of comparable size, ormarket capitalization and complexity.

None of the Company'sCompany’s officers, including the named executive officers, has an employment agreement, severance agreement, change ofin control/golden parachute agreement or similar agreement and therefore compensation and benefits are determined annually. The Company'sCompany’s compensation policy provides for NO guaranteed minimum bonuses or salary increases,increases; NO tax gross ups for perquisites, change ofin control excise taxes or otherwise,otherwise; NO repricing or replacement of stock options,options; and includes a clawback policy for cash and equity compensation. See "What“Key Executive Compensation Practices - What We Do"Do” and "What“What We Don't Do"Don’t Do” on page 1825 for a list of some of theour key executive compensation practices we have adopted.practices.

The Board of Directors recommends that shareholdersstockholders vote FOR the following resolution:

"“RESOLVED, that the shareholdersstockholders of Reliance Steel & Aluminum Co. approve, on an advisory basis, the compensation paid to Reliance Steel & Aluminum Co.'s’s named executive officers, as disclosed in the 20142016 Proxy Statement pursuant to the Securities and Exchange Commission'sCommission’s compensation disclosure rules, including the CD&A, the Summary Compensation TablesTable and other compensation tables and the accompanying footnotes and narratives and any related material."”