UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

350 South Grand Avenue, Suite 5100

Los Angeles, California 90071

(213) 687-7700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 18, 201616, 2018

To the Stockholders of

Reliance Steel & Aluminum Co.:

NOTICE IS HEREBY GIVEN that theThe 2018 Annual Meeting of the Stockholders (the “Annual Meeting”) of Reliance Steel & Aluminum Co. (“Reliance” or “Company”) will be held on Wednesday, May 18, 2016,16, 2018, at 10:00 a.m., California time, at the Omni Los Angeles Hotel at California Plaza, 251 South Olive Street, Los Angeles, California 90012, for the following purposes:

1.To elect ninethe eleven directors to serve for one year and until their successors have been duly elected and qualified.nominated by our Board of Directors. The nominees for election to the Board are Sarah J. Anderson, Karen W. Colonias, John G. Figueroa, Thomas W. Gimbel, David H. Hannah, Douglas M. Hayes, Mark V. Kaminski, Robert A. McEvoy, Gregg J. Mollins, and Andrew G. Sharkey, III.III, and Douglas W. Stotlar. The Board of Directors recommends that stockholders vote FOR the election of each nominee as a director.

2.To consider a non-binding, advisory vote to approve the compensation of the Company’s named executive officers. The Board of Directors recommends that stockholders vote FOR the approval of the compensation of the Company’s named executive officers.

3.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2016.2018. The Board of Directors recommends that stockholders vote FOR the ratification of KPMG LLP as the Company’s independent registered public accounting firm.

4.4.To consider a stockholder proposal regarding changes to the Company’s proxy access bylaw. The Board of Directors recommends that stockholders vote AGAINST this proposal to amend the Company’s proxy access bylaw.

5.To transact such other business, if any, as properly comes before the meeting or any adjournment thereof.

These items of business are more fully described in the proxy statement accompanying this Notice.

This is an invitation to attend the Annual Meeting and to vote on the matters to be considered. All stockholdersYou are invited to attend the Annual Meeting. If you plan to attend the meeting, please see the instructions contained in the accompanying proxy statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented, and we hope you will vote as soon as possible.

Only stockholders of record at the close of business on March 31, 201629, 2018 are entitled to notice of, and to vote at, the Annual Meeting or any adjournments thereof. A list of these stockholders is available at the offices of the Company in Los Angeles, California.

To make it easier, you may vote on the Internet or by telephone. The instructions attached to this Notice describe how to use these convenient services. Even if you give your proxy, you have the right to vote in person if you attend the Annual Meeting.

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 them by mail. We encourage you to access and review all of the important information contained in the proxy materials before voting. This proxy statement, an Annual Report to 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 Internetonline at www.proxyvote.com; (2) by telephone at 1-800-579-1639;email to sendmaterial@proxyvote.com; or (3) by email to sendmaterial@proxyvote.com,telephone at 1-800-579-1639. Please request your copy on or before May 4, 20162, 2018 to facilitate timely delivery.

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

PROXY STATEMENT

TABLE OF CONTENTS

350 South Grand Avenue, Suite 5100

Los Angeles, California 90071

(213) 687-7700

PROXY SUMMARY

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, 2015.2017. 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 STOCKHOLDERS

PROXY STATEMENT

Your vote is very important. TheReliance’s Board of Directors of Reliance Steel & Aluminum Co. is requesting that you allow your common stock to be represented and voted at the Annual Meeting by the proxiesCompany’s officers (proxies) named on the proxy card. ThisThe 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 isfirst being sent and made available to our stockholders on or about April 8, 2016.6, 2018.

Business Highlights

Corporate Governance Highlights (see page 57)

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.

Key Executive Compensation Practices

r

No incentive plan design or feature which would encourage excessive risk-taking.

r

No share recycling.

Board Nominees (see page 9)  10)

Voting Matters and Recommendations 

VOTING 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 the Annual Meeting of Stockholders to be held on Wednesday, May 18, 201616, 2018 at the Omni Los Angeles Hotel at California Plaza, 251 South Olive Street, Los Angeles, California 90012.

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 theour proxy materials. We have retained D.F. King & Co., Inc. (“D.F. King”) to assist in the distribution and solicitation of proxies. Based on our agreement with D.F. King, we anticipate paying fees of approximately $10,000, plus-out-of-pocket expenses, for these services. 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 threefour matters described in this proxy statement to be presented at the Annual Meeting. We will also transact any other business as may properly come before the meeting or any adjournments thereof.

Unless you instruct us otherwise on the proxy, each proxy will be voted FOR the election of all of the nominees named herein as directors, FORthe approval of the compensation of the Company’s named executive officers,and FOR the ratification of KPMG LLP as our independent registered public accounting firm for 2016.2018, and AGAINST the stockholder proposal requiring the Company to amend its proxy access bylaw.

We intend to make this proxy statement and accompanying material available to each stockholder on the Internet beginning on or about April 8, 2016.6, 2018. An Annual Report, including a letter to the stockholders from the President and Chief Executive Officer, the Senior Executive Vice President and Chief Financial Officer, and the Executive Vice President and Chief Operating Officer, and an Annual Report on Form 10-K, also will be available electronically. Some stockholders will receive these materials by mail and other stockholders may request copies of these materials at no cost. The Annual Report and stockholder letter are not incorporated in, and are not a part of, this proxy statement and do not constitute proxy-soliciting material.

If you are a stockholder of record and execute a proxy or submit a proxy via the Internet or telephone, the proxy may be revoked at any time before it is voted:

In addition, prior to the deadline for Internet or telephone voting, you may change your vote using the Internet or telephone method, in which case only your latest Internet or telephone proxy submitted before the deadline will be counted.

INFORMATION CONCERNING OUR SECURITIESCOMMON STOCK

Our only voting securities are shares of common stock, par value $0.001 per share. As of the record date of March 31, 2016,29, 2018, we had a total of 72,222,79372,342,804 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.

The election of directors at the Annual Meeting will be uncontested. As a result, each nominee for election as a director at the Annual Meeting will only be elected if the votes cast “FOR” such nominee exceed the number of votes cast “AGAINST” such nominee, with abstentions and broker non-votes not counted as either votes “FOR” or “AGAINST” that nominee’s election. As required by the Company’s Bylaws, in the event that an incumbent director fails to receive a majority of votes cast in an uncontested election, such incumbent director is required to submit his or her resignation to the 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. TheEach of 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 committeeNominating and Corporate Governance Committee or the decision of the Board of Directors with respect to his or her resignation.

The affirmative vote of a majority of votes present 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, andofficers; (ii) ratify the engagement of KPMG LLP as our independent registered public accounting firm for 2016.2018; and (iii) approve the stockholder proposal to amend our proxy access bylaw. Accordingly, abstentions will count as votes “AGAINST” such proposals. Broker non-votes will have no effect on such proposals.Proposal Numbers 1, 2 and 4 to be considered at the Annual Meeting. Because the ratification of the appointment of KPMG LLP (Proposal No. 3) is considered a “routine” proposal, a broker holding shares as the nominee for a beneficial owner may vote for the proposal without voting instructions and, accordingly, we do not expect there to be any broker non-votes on Proposal No. 3.

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

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

It is proposed that nineeleven directors, sevennine of whom are independent directors, be elected to hold office until the next2019 annual meeting of stockholders and until their successors have been elected and qualified, subject to their earlier death, resignation or removal. Messrs. Mollins and Hannah are not considered independent directors because Mr. Mollins is currently our Chief Executive Officer and Mr. Hannah was our Chief Executive Officer until May 2015, our Executive Chairman until July 2016 and an executive officer until August 2016.

The Nominating and Corporate Governance Committee has recommended to the Board of Directors, and the Board of Directors has approved, and recommends to the stockholders, the individuals named below:below as nominees for election to the Board: 

A majority of the votes cast is required for the election of directors in an uncontested election (which is the case for the election of directors at the 20162018 Annual Meeting). YourNeither Reliance nor 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. 

Our Board of Directors currently has ten members. Leslie A. Waite will retire 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 be voted by the proxyholders 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 July 2016, at which time he will remain a director and the Board will 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” below. See page 14.  17.

The Board of Directors recommends that stockholders 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 - 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 (the “Dodd-Frank Act”), we are asking our stockholders to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement. OurIt is Reliance’s 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 expectedMeeting. Accordingly, we anticipate that the next advisory, non-bindingsuch vote to approve executive compensation will be heldoccur at the 20172019 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 20. As discussed in detail in the CD&A, the Company’s executive compensation program is a pay-for-performance program designed to align the interests of our executive officers with the interests of our stockholders by tying a majority of our executives’ incentive compensation directly to Company performance. Approximately 75% of our CEO’s target level total direct compensation and 60%, on average, of our other named executive officers’ target level total direct compensation in 2015, was subject to performance targets.

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

We believe that our executive compensation program has been integral to our success, as described in more detail in the CD&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 and other industrial companies outside of our industry of comparable size, market capitalization and complexity.

None of the Company’s officers, including the named executive officers, has an employment agreement, severance agreement, change in control/golden parachute agreement or similar agreement and therefore compensation and benefits are determined annually. The Company’s compensation policy provides for NO guaranteed minimum bonuses or salary increases; NO tax gross ups for perquisites, change in control excise taxes or otherwise; NO repricing or replacement of stock options; and includes a clawback policy for cash and equity compensation. See “Key Executive Compensation Practices - What We Do” and “What We Don’t Do” on page 25 for a list of our key executive compensation practices.24.

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

“RESOLVED, that the stockholders of Reliance Steel & Aluminum Co. approve, on an advisory basis, the compensation paid to Reliance Steel & Aluminum Co.’s named executive officers, as disclosed in the 20162018 Proxy Statement pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the CD&A, the Summary Compensation Table and other compensation tables and the accompanying footnotes and narratives and any related material.”

PROPOSAL NO. 3 – RATIFICATION OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

The Audit Committee selected, and the Board of Directors ratified the selection of, KPMG LLP, to serve as the Company’sour independent registered public accounting firm, for 2016. We incurredbilled us the fees set forth in the table below for services provided in the last two years by our independent registered public accounting firm. years.

Audit fees are the aggregate fees for services of the independent registered public accounting firm for audits of our annual financial statements, and the independent registered public accounting firm’s audit of our internal control over financial reporting, including testing and compliance with Section 404 of the Sarbanes-Oxley Act, and review of our quarterly financial statements included in our Forms 10-Q, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those years, such as any filings related to acquisitions or our publicly traded debt securities. This category also includes advice on accounting matters that arose during, or as a result of, the audit or review of interim financial statements and statutory audits required by non-U.S. jurisdictions. Audit-related fees are those fees for services provided by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and not included as audit fees. Tax fees are fees and expenses for professional services rendered by KPMG LLP in connection with U.S. and foreign tax compliance and planning, and consultation and advice on tax examinations.

The Audit Committee approved all of these services in advance. The Audit Committee has adopted a Pre-Approval Policy that requires that the Audit Committee approve in advance the services to be provided, the terms of the engagement letter, and all associated fees set forth in such letter for the independent registered public accounting firm. In addition, the Audit Committee will review proposed audit, audit-related, tax and other services that management desires the independent registered public accounting firm to perform to ensure that such services and the proposed fees related to the services will not impair the independent registered public accounting firm’s independence and that such services and fees are consistent with the rules established by the Securities and Exchange Commission.Commission (“SEC”). Each quarter, the Chief Financial Officer of the Company reports to the Audit Committee whatwhich services, have beenif any, were performed and whatthe amount of any fees that were incurred. The Audit Committee has delegated to the Chair of the Audit Committee the

authority to add to, amend or modify the list of services to be provided or the amount of fees to be paid; provided that the Chair will report any action taken to the Audit

MANAGEMENT

PROPOSAL NO. 4 – STOCKHOLDER PROPOSAL REQUESTING PROXY ACCESS BYLAW AMENDMENT

In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent. The stockholder proposal and the supporting statement are included exactly as submitted to us by the stockholder proponent. The proposal may contain assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all of those assertions. The Company disclaims responsibility for the accuracy and content of the stockholder proponent’s proposal and supporting statement. The stockholder proposal is required to be voted on at our annual meeting only if properly presented. The name and address of the stockholder proponent is set forth below. As explained below, the Board of Directors unanimously recommends a vote “AGAINST” the stockholder proposal.

We have been advised that Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, who has represented to us that he has held for at least one year and currently holds not less than 50 shares of our common stock, intends to submit the following proposal at the 2018 Annual Meeting:

Proposal [4] – Enhance Shareholder Proxy Access

RESOLVED: Stockholders ask the board of directors to amend its proxy access bylaw provisions and any associated documents, to include the following changes for the purpose of decreasing the average amount of Company common stock the average member of a nominating group would be required to hold for 3-years to satisfy the aggregate ownership requirements to form a nominating group and to increase the possible number of proxy access director candidates.

No limitation shall be placed on the number of stockholders that can aggregate ownership requirements to achieve the 3% of common stock required to nominate directors under our Company’s proxy access provisions.

The number of shareholder-nominated candidate eligible to appear in proxy materials will be 25% of Directors (rounded down).

Even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the current 3% criteria for continuous 3-years at most companies according to the Council of Institutional Investors. This proposal addresses the sadly ironic situation that our company now has with proxy access potentially for only the largest shareholders who are the least likely shareholders to make use of it.

For 20 shareholders to make use of our current proxy access-the average holding for such a group of 20 Reliance Steel shareholders would be $9 million each. Yet it might take an average current holding of $18 million each when any stock held for less than 3 continuous years is subtracted.

Our management spent a 5-digit dollar amount to prevent us from voting on the topic of this proposal in 2017. Meanwhile this proposal topic won substantial support at 6 major companies in 2017-including Apple.

Please vote to improve management accountability to shareholders:

Enhance Proxy Access-Proposal [4]

Statement in Opposition to Proposal No. 4

In February 2016, our Board adopted an amendment to our bylaws to implement proxy access. We believe our existing proxy access bylaw reflects market practice and strikes the appropriate balance between providing stockholders with a fair and useful proxy access process and safeguarding against certain risks associated with proxy access. This stockholder proposal seeks the adoption of provisions that would disrupt that balance.

Our existing proxy access bylaw permits a stockholder, or a group of up to 20 stockholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years to nominate and require the Company to include in its proxy materials director nominees constituting up to the greater of two individuals or 25% of the Board, provided that the nominating stockholders and the nominees satisfy certain specified requirements.

The Company’s decision to adopt a proxy access bylaw was informed by numerous discussions with corporate governance experts. The Company carefully considered whether to adopt proxy access and, if so, on what terms, given the Company’s then-current mix of stockholder rights and corporate governance practices. After considering the feedback and advice received and after carefully reviewing market terms for proxy access bylaws, the Board adopted a proxy access bylaw that it believed was fair and reasonable and tailored to the Company and its stockholder base.

The proposal requests removal of the limitation on the number of stockholders that can aggregate their stock to meet the 3% ownership threshold and would place no limit on the size of the nominating group. We believe the 20-stockholder aggregation limit in our existing proxy access bylaw is a reasonable limitation to control the administrative burden of confirming and monitoring share ownership within a nominating group and prevent the use of proxy access by a group that includes stockholders that do not have a substantial economic stake in our Company.

In an attempt to overstate the importance of aggregation to our proxy access bylaw, the proposal refers to an analysis by the Council of Institutional Investors that provides:  “Even if the 20 largest public pension funds were able to aggregate their shares, they would not meet the current 3% criteria for continuous 3-years at most companies according to the Council of Institutional Investors.” This statement, however, has no relevance to Reliance’s stockholder base. Based on data in regulatory filings by institutional investors, Reliance’s 20 largest institutional stockholders hold, and appear to have held for at least three years, approximately 52.39% of the Company’s outstanding common stock. In addition, two of Reliance’s three largest institutional stockholders each have owned more than 5% for more than three years, and 19 of Reliance’s current top 20 largest institutional stockholders have held more than 51.46% for at least three years. Accordingly, several of the Company’s existing stockholders could, on their own or in combination with one or only a few fellow stockholders, currently achieve the existing 3% ownership criteria. In addition, many of the Company’s largest stockholders could recruit a small stockholder to work together in forming a group that would satisfy the ownership threshold, thereby allowing proxy access to a group comprised of a wide range of stockholders. As a result, we believe that the existing proxy access bylaw provides Reliance’s stockholders a meaningful, practical and actionable proxy access right.

Furthermore, the 20-stockholder aggregation limit is the dominant market term among companies that have adopted proxy access bylaws. According to data provided by ISS Corporate Solutions, of the 314 companies in the S&P 500 that had adopted a proxy access bylaw as of February 8, 2018, approximately 93% had adopted a 20-stockholder aggregation limit, which was widely endorsed among institutional stockholders.

In addition to proxy access, we have instituted a number of corporate governance best practices to promote Board accountability and provide stockholders with access to the Board, including:

Given the Company’s commitment to strong governance practices, which includes the adoption of a proxy access bylaw that is broadly consistent with current market practice, and the potential administrative burden and costs that the Company could incur should it adopt the proponent’s suggested modification, the Board does not believe that changing the Company’s existing proxy access bylaw is necessary or advisable at this time.

The Company intends to continue monitoring developments on this topic as part of its consideration of broader governance issues, and remains committed to fostering an open and honest dialogue with its stockholders regarding its corporate governance policies and practices.

The Board unanimously recommends that stockholders vote AGAINST Proposal No. 4. Proxies solicited by the Board will be so voted unless stockholders specify a contrary choice in their voting instructions.

MANAGEMENT 

Directors and Executive Officers

The following table sets forth certain information regarding our directors and executive officers:

Directors

Sarah J. Anderson was appointed a director of Reliance in July 2012. Ms. Anderson retired from Ernst & Young LLP in June 2008 after more than 24 years with the firm, including as an assurance and advisory services partner from 1987 to 2008. Ms. Anderson is a certified public accountant (inactive) and is a member of the AICPA and the California Society of CPAs. Ms. Anderson was appointed by the Governor of California to the California Board of Accountancy for two four-year terms, which ended in 2015, and had served as president of the board. Ms. Anderson serves on the board of American States Water Company, a NYSE-listed public company, which has three principal business units: water and electric service, utility operations and contracted services, for which Ms. Anderson serves as the chair of the audit committee. Ms. Anderson also served on the board and as audit committee chair of Kaiser Ventures LLC (the reorganized successor to Kaiser Steel Corporation that filed for bankruptcy protection in 1987) until May 2013 when the company’s assets were transferred to a liquidating trust. Ms. Anderson serves on the audit committee of the Orange County Community Foundation and as aan emeritus director of Pacific Symphony, a non-profit 501(c)(3) organization for which she previously served four years as chair of the board. In July 2015, Ms. Anderson joinedalso serves on the Board of Trustees of South Coast Repertory, a non-profit 501(c)(3) organization, where she serves asis a member of the finance committee and the chair of the board development committee. Ms. Anderson serves as Chair of our Audit Committee and as a member of our Nominating and Governance Committee. Ms. Anderson served as a member of our Compensation Committee and our Nominating and Governance Committee.from January 1, 2016 through December 31, 2016. The Board of Directors has determined that Ms. Anderson is an independent director and that she qualifies as an audit committee financial expert.

Ms. Anderson brings extensive financial and accounting expertise and audit committee experience to our Board of Directors and Audit Committee. Ms. Anderson offers financial experience that enables her to

was one of Reliance’s largest stockholders. Between 1984 and 2006, Mr. Gimbel was the president of Advanced Systems Group, an independent computer consulting firm servicing database requirements for diverse businesses of various sizes. From 1975 to 1984, Mr. Gimbel was employed by Dun & Bradstreet. Mr. Gimbel serves as a member of our Nominating and Governance Committee. The Board of Directors has determined that Mr. Gimbel is an independent director.

Mr. Gimbel is the great nephew of the Company’s founder and the son of the Company’s former Chairman and Chief Executive Officer, Bill Gimbel. As one of our largest individual stockholders, Mr. Gimbel provides the Board with a stockholderstockholder’s perspective. Mr. Gimbel also knows and understands the history and culture of the Company as it has grown from a privately-held company to a member of the Fortune 500 company.500. Mr. Gimbel, who has never been an employee of the Company, respects the proven management strategy of our Company and seeks to protect the Company’s core values as it grows. Mr. Gimbel’s background in information technology also enables him to offer the Board and management guidance regarding the Company’s technology systems.

David H. Hannah was appointed a director of Reliance in 1992 and became the Executive Chairman of the Board of Reliance in May 2015.1992. Mr. Hannah served as Chief Executive Officer of Reliance from January 1999 to May 2015, and was Chairman of the Board from October 2007 to May 2015.2015, Executive Chairman of the Board from May 2015 to July 2016, and Chairman Emeritus from July 2016 until his retirement in August 2016. Mr. Hannah served as President of Reliance from November 1995 to January 2002. Prior to that, he was Executive Vice President and Chief Financial Officer from 1992 to 1995, Vice President and Chief Financial Officer from 1990 to 1992 and Vice President and Division Manager of the Company’s Los Angeles Reliance Steel Company division from 1989 to 1990. Mr. Hannah has served as an officer of the Company since 1981.from 1981 until his retirement in August 2016. For eight years before joining Reliance in 1981, Mr. Hannah was employed in various professional staff positions by Ernst & Whinney (a

his membership on other boards of directors and his investment banking experience, provides insight into how other public companies operate and into various end market industries. He is also able to assist the management team in evaluating and structuring mergers and acquisitions.

Mark V. Kaminski was appointed a director of Reliance in November 2004. Mr. Kaminski was elected our non-executive Chairman of the Board in July 2016, after having served as our Lead Director insince January 2015. Mr. Kaminski serves as a director, executive chairman and a member of the audit, nominating and governance, and compensation committees of Graniterock, a privately-held company that provides products to the construction industry, and during 2012 served as acting chief executive officer of Graniterock. Mr. Kaminski was president and chief executive officer and a director of Commonwealth Industries Inc. (now Aleris International, Inc.), a manufacturer of aluminum products, from 1991 until his retirement in June 2004. Mr. Kaminski had served in other capacities with Commonwealth Industries Inc. since 1987. Mr. Kaminski also serves as a member of our Compensation Committee, Audit Committee and our Nominating and Governance Committee. From October 2010 to January 2015, Mr. Kaminski was the chairman of the Compensation Committee. From 2006 to 2010 he was Chairman of the Nominating and Governance Committee. The Board of Directors has determined that Mr. Kaminski is an independent director.

Based on his experience as executive chairman of Graniterock and as president and chief executive officer of Commonwealth Industries Inc., where he grew sales from $240 million to $2.5 billion, Mr. Kaminski offers valuable insight in the management of the Company and its growth. During his 39-yearover 40-year career in the metals and mining industry and as the former chief executive officer of an aluminum producer, he has developed strong contacts with aluminum suppliers and peer companies that are aluminum distributors. Because of his

industry expertise and has developed extensive contacts in the metals service center industry and with mills and other suppliers. Mr. Mollins evaluates potential acquisitions and opportunities to expand our business and has the skills and experience necessary to supervise the day-to-day operations of the Company and to guide its strategy. Mr. Mollins is actively involved in the integration of new acquisitions into the Company’s culture.

Andrew G. Sharkey, III was appointed a director of Reliance in July 2007. Mr. Sharkey served as president and chief executive officer of the American Iron and Steel Institute from 1993 until his retirement in October 2008. From 1978 to 1993, Mr. Sharkey was president, executive vice president and director of education for the Steel Service Center Institute (currently the Metals Service Center Institute), which represents the metals service center industry as well as steel suppliers and mills. Mr. Sharkey serves as the Chair of our Nominating and Governance Committee and as a member of our Compensation Committee and our Audit Committee. From February 2009 through December 2013, Mr. Sharkey also served as a director and a member of the compensation committee and the governance and nominating committee of General Moly, Inc., a publicly traded company with securities listed on the NYSE MKT.American. The Board of Directors has determined that Mr. Sharkey is an independent director.

Mr. Sharkey has a strong knowledge of the metals industry and, as the former president of the Steel Service Center Institute, and as the former president and chief executive officer of the American Iron and Steel Institute has extensive knowledge of steel suppliers and our peer companies and potential acquisition targets that operate in the steel distribution industry, as well as familiarity with the personalities of the management teams and

and Controller from 1995 to 1999. Mrs. Lewis served as Corporate Controller from 1992 to 1995. For four years prior to joining Reliance, Mrs. Lewis, a certified public accountant (inactive), was employed by Ernst & Young LLP in various professional staff positions. Mrs. Lewis also serves as a member of the board of directors of the Metals Service Center Institute.

James D. Hoffman, age 57, became Executive Vice President and Chief Operating Officer in March 2016. Mr. Hoffman served as the Company’s Executive Vice President, Operations since May 2015, and as Senior Vice President, Operations since 2008. Mr. Hoffman served as executive vice president and chief operating officer of our subsidiary, Earle M. Jorgensen Company, from April 2006 to September 2008. Mr. Hoffman was appointed executive vice president of Earle M. Jorgensen Company in 2006, having been a vice president of Earle M. Jorgensen Company since 1996. Mr. Hoffman also serves as a member of the board of directors of the Metals Service Center Institute.

William K. Sales, Jr., age 59, became Executive Vice President, Operations in May 2015. Mr. Sales served as Senior Vice President, Operations since 2002. Mr. Sales joined Reliance as Vice President, Non-Ferrous Operations in September 1997. From 1981 to 1997, Mr. Sales served in various sales and management positions with Kaiser Aluminum & Chemical Corp. (now DCO Management, LLC, a subsidiary of Kaiser Aluminum Corporation), a producer of aluminum products and a supplier of Reliance. Mr. Sales also servesserved as past chair of the aluminum products division council of the Metals Service Center Institute.Institute, is a member of its executive committee and is a current board member.

Stephen P. Koch, age 49, became Senior Vice President, Operations in April 2010. From July 2007 until he joined Reliance, Mr. Koch was president of Chapel Steel Corp., a subsidiary of Reliance. Prior to that he held the positions of executive vice president of Chapel Steel Corp. from 2005 to June 2007, and vice president of Chapel Steel Corp. from 1995 to 2005 and had previously served as sales manager of Chapel Steel Corp.

Michael P. Shanley, age 58, was appointed Senior Vice President, Operations in April 2015. Mr. Shanley was president of Liebovich Bros., Inc., a subsidiary of Reliance, since September 2009, having been vice president and general manager of Hagerty Steel and Aluminum, a division of Liebovich Bros., from January 2005 to September 2009. Mr. Shanley joined Liebovich Bros. in 1978 and held various sales and management positions prior to 2005. Mr. Shanley has more than 38 years of metals service center industry experience.

William A. Smith II, age 48, was appointed Senior Vice President, General Counsel and Corporate Secretary in May 2015, having served as Vice President, General Counsel and Corporate Secretary since May 2013. From August 2009 to May 2013, Mr. Smith served as senior vice president, chief legal officer and secretary of Metals USA Holdings Corp., a publicly traded metals service center business acquired by Reliance in April 2013. From June 2005 to August 2008, Mr. Smith served as senior vice president, general counsel and secretary of Cross Match Technologies, Inc. and also as director of corporate development from September 2006 to August 2008. Prior to that, he was a partner in the corporate and securities practice group of the international law firm DLA Piper, where he practiced corporate law, including mergers and acquisitions.

Brenda Miyamoto, age 43, became Vice President, Corporate Initiatives in August 2012, having been promoted from Vice President, and Corporate Controller, a position which she had held since May 2007. Prior to that time, Ms. Miyamoto served as Corporate Controller sincefrom January 2004 until August 2012 and Group Controller from December 2001 to January 2004. For six years prior to joining Reliance, Ms. Miyamoto, a certified public accountant (inactive), was employed by Ernst & Young LLP in various professional staff and manager positions.

Donna Newton, age 62, became Vice President, Benefits in May 2011, having served as Vice President, Human Resources since January 2002. Ms. Newton joined Reliance as Director of Employee Benefits and Human Resources in February 1999. Prior to that time, she was director of sales and service for the Los Angeles office of Aetna U.S. Healthcare and also held various management positions at Aetna over a 20-year period.

Donald J. Prebola, age 61, became Vice President, Health, Safety & Human Resources in June 2015, having served as Vice President, Human Resources since August 2011. Mr. Prebola served as Senior Vice President, Operations of our subsidiary, Infra-Metals Co., from 2008 to July 2011. Prior to that he had served as Co-General Manager of Infra-Metals Co. since 1990.

John Shatkus, age 55, became Vice President, Internal Audit in August 2012, having been promoted from Director, Internal Audit, a position which he had held since May 2005. Prior to joining Reliance, Mr. Shatkus was Audit Manager at Sempra Energy and held various management positions at Sempra Energy over a 20-year period, including Regulatory Affairs Manager and Accounting Manager. Mr. Shatkus is a certified public accountant.

Silva Yeghyayanage 48, became Vice President, Tax in August 2012, having been promoted from Director, Tax, a position which she had held since October 2005. Ms. Yeghyayan is a certified public accountant and was a tax consultant from April 2004 until joining Reliance in 2005. Ms. Yeghyayan was Senior Tax Manager at Grant Thornton LLP from 2000 to 2004, and held various professional staff and manager positions at Arthur Andersen LLP from 1989 to 2000.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation philosophy and program and how it applies to our executive officers, including our named executive officers identified below (whom we sometimes refer to collectively as our “NEOs”).

Executive Summary

Excellent operational execution coupled with continued modest growth and a positive pricing environment throughout 2017 generated another year of industry-leading results and Company Performance

Our strong operational performancerecords. Net sales in 2015 once again generated industry leading results with record cash flow2017 were $9.72 billion, up $1.11 billion or 12.9% from operations of $1.03 billion.$8.61 billion in 2016 and the second highest annual sales in Reliance history. Our gross profit of $2.79 billion was the highest in Company history. Our annual gross profit margin was 28.7% and gross profit margin in each quarter of 2017 was within or above our target range of 27% to 29%. Pre-tax income increased by $154.6 million, or 36.0%, from $429.2 million in 2016 to 27.2%$583.8 million in 20152017. Earnings per diluted share were $8.34, compared to 25.1%$4.16 in 2014 despite declines2016. Excluding the impact of tax reform, earnings per diluted share were $5.52 in consolidated sales of 10.5% due to a 2.8% decline2017, up 32.7% from 2016 and the second highest in tons sold and an 8.6% decline inour history, trailing only 2008. Our same-store average selling price per ton sold increased 9.1% in 20152017 compared to 2014. The decline2016 and our same-store tons sold increased 3.6% in sales and tons was mainly attributable2017 compared to the continued convergence of (i) industry-wide challenges that pressured metals pricing attributable mainly to historically high levels of imports given the strength of the U.S. dollar and weak global markets, and (ii) the significant reductions in demand in the energy end market. Combining our increased gross profit margins with management’s2016.

Our focus on effective working capital management including a $433.1and our record gross profit contributed to the $399.0 million reduction of our FIFO inventory, we generated record cash flow generated from operations of $1.03 billion which we used to:to fund (i) invest in the further growth of our Company with $172.2$161.6 million of capital expenditures;expenditures, (ii) improve our leverage position by paying down $376.6$132.0 million of debt; andin cash dividends, (iii) enhance stockholder returns with payment of $120.1 million of dividends to stockholders and $355.5$25.0 million of share repurchases.repurchases, and (iv) a $36.5 million acquisition. We also increasedbelieve our market sharestrong operational performance is attributable to our focus on small orders requiring high levels of quality and service delivered on a just-in-time basis, as well as our performance outpacedsignificant investments in value-added processing equipment.

We believe the industry data reported by the Metals Service Center Institute, which indicated industry shipments were down 7.5% in 2015 compared to our same-store tons sold decline of only 3.2%. See “2015 Financial and Operating Highlights” below.

Compensationcompensation of our named executive officersNEOs in 20152017 was generally aligned with our performance. As described in greater detail below, paymentsPayments to the NEOs under our 20152017 Annual Cash Incentive Plan were below target, and the 2013 performance-based equity awards which vested on December 31, 2015 paid out significantly below target levels and only slightly above the threshold. Despite the Company's strong 2015target, consistent with management’s delivery of industry-leading operating results our stock price, along with the stock price of most other metals and mining companies, declined in 2015. Our stockholders’ total shareholder return (TSR) for the year ended December 31, 2015 decreased 2.9% – significantly outperforming our executive compensation group peers which decreased 29.3% and our industry peers which decreased 22.7%, and outperforming the Russel 2000 which decreased 4.4%, but underperforming the S&P 500 which increased 1.4%, all in 2015. a record gross profit.

Key Compensation Decisions

The key compensation decisions supporting our compensation strategy and pay-for-performance philosophy in 2015 and 2016 included the following:

We continued to investing $172.2 millionexecute our balanced capital allocation in capital expenditures to continue growing our business and paying down $376.6 million of debt to improve our financial condition, we used our strong 20152017 using cash flow from operations to returnfund our growth activities by making a strategic acquisition, investing in organic growth, and returning value to our stockholders.stockholders through increased dividend payments and stock repurchases. In February 2015,2017, we increased our quarterly dividend by 14%5.9% to $0.40$0.45 per share from $0.35$0.425 per share. We paid a total of $120.1$132.0 million in dividends to our stockholders in 2015.2017. In February 2018, the Company increased the quarterly dividend by 11.1% to $0.50 per share. Since 2012, the Company’s quarterly dividend has nearlymore than tripled from $0.15 per share to $0.40$0.50 per share.

As demonstrated in the table below, the pre-tax income margin goals are demanding relative to threshold and target results of the previous year (as adjusted for stock issuances or repurchases, if any). Company and its peer group.

For 2015,2017, each NEO had a target cash incentive award of 150% of base salary, which would be earned if the Company achieved ROBEpre-tax income margin of 10%5.75%. However, no NEO would receive a payout under the plan if ROBEpre-tax income margin was less than 6%3%. The maximum payout under the plan of 300% of base salary would be triggered if ROBE equalspre-tax income margin equaled or exceeds 25%exceeded 8.5%. For the five years prior to 2015, the Committee had used a 13% ROBE target, but the Company achieved 13% ROBE in only one of those years, even though the Company’s overall financial performance was at or near the median of its executive compensation peer group and above its industry peers in each of those years. In February 2015, the Compensation Committee determined to adjust the annual cash incentive plan by adjusting the ROBE performance target from 13% to 10% to reflect the current prolonged environment of lower metals prices globally, which significantly impacts our profitability, and to better align achievement objectives with the Company’s executive compensation peer group. The Committee also believed that this adjustment was necessary to address the Company’s current size, growth expectations and the desire to establish balance among demanding yet reasonable performance goals, appropriate motivation and retention of our executives, and achievement of long-term performance objectives. The Compensation Committee retained the 6% ROBE minimum and 25% maximum in 2015.

From the introduction of our three-year performance based awards in 2012 until 2015, 100% of our CEO’s equity awards, and 80% of our other NEOs’ equity awards, were tied to three-year performance targets. In 2015, however, the Compensation Committee determined to increase the allocation of service-based restricted stock unit awards to enhance the retention objective of the long-term equity incentive awards. Since the Company does not maintain employment agreements with its executive officers and due to the implementation of the executive leadership changes described above, the Compensation Committee determined that it needed to strengthen the retention aspects of the long-term equity awards to support this transition. The Committee also considered the difficulty in selecting three-year performance targets given the impact of metals pricing and other market factors on the Company’s financial results, which impact is outside of the control of the named executive officers. The Compensation Committee also considered the below target results of the 2012 and 2013 awards and the expectation that target levels are not expected to be achieved for the three-year performance awards granted in 2014.

We believe that these adjustments, considered collectively, are consistent with both the Company’s executive compensation peer group and the primary objectives of our executive compensation program: aligning pay and performance and promoting executive retention.

Results for the performance-based equity awards granted in 20132015, which vested on December 31, 2017, were determined in the first quarter of 2016.2018. Performance results for the 20132015 ROA awards were 33%.resulted in 100% of the awards vesting. Performance results for the 20132015 operating income CAGR awards were below the threshold, resulting in 0%. of the awards vesting. Accordingly, total performance shares earned by our named executive officersNEOs were 24.8% of80%, below the target.

At present, we believe the performance-based equity awards granted in 2014 will also produce payouts below target given the challenging metals pricing environment. The performance-based equity awards granted in 2015 are expected to produce near target payouts for the ROA metric, but significantly below target payouts for the operating income CAGR performance metrics.

See “Changes to 2016 Compensation Program” below for a discussion of the removal of operating income CAGR as a performance metric under our long-term equity awards in 2016.

Key Executive Compensation PracticesPractices

20152017 Say on PayPay Vote

We provide our stockholders with the opportunity to cast an annual advisory vote to approve compensation of our NEOs. In 2015,2017, our stockholders overwhelmingly approved, on a non-binding, advisory basis, the compensation of our NEOs, indicating support for our compensation policies with 98.8%over 99% of the votes cast in favor of such compensation. The Compensation Committee considered the favorable advisory vote as support for its belief that the Company’s pay-for-performance policy operates as it was designed to do, aligning the interests of our executive officers and stockholders and driving the NEOs’ performance to enhance long-term stockholder value and achieve Company objectives.

Changes to 2016 Compensation Program

Annual Cash Incentive Plan (Replacing ROBE with Pre-Tax Income Margin)

In February 2016, the Compensation Committee, in consultation with its independent compensation consultant, Pay Governance LLC, and with input from management, determined that it would be in the best interests of the Company’s stockholders to replace ROBE as the metric for measuring the Company’s financial performance under the annual cash incentive plan with the Company’s annual income before income taxes as a percentage of net sales (which we refer to as “pre-tax income margin”).

The Compensation Committee determined that pre-tax income margin represented a better metric for measuring the Company’s financial performance under the annual cash incentive plan as it aligns more closely with how management and the Board measure the Company’s performance. Pre-tax income is typically the most important metric currently used in the Company’s corporate and operational decision-making. While the ROBE metric used in prior years continues to be important, the Compensation Committee believes that pre-tax income margin is a better metric at this time to align pay opportunities with the Company’s financial performance and complements and achieves an appropriate balance with the ROA metric under the long-term equity incentive award program.

As in past years, each named executive officer will continue to have a target award of 150% of base salary. The target award of 150% will be earned if pre-tax income margin is 5.75%, which would placeconsider the Company in the 52nd percentile of pre-tax income margin performance in its executive compensation peer group. No payment will be made if pre-tax income margin is less than 3%, which would place the Company in the bottom quartile performance of pre-tax income margin performance in its executive compensation peer group. The maximum award will be earned if pre-tax income margin equals or exceeds 8.5%, which would place the Company in the 65th percentile of pre-tax income margin performance in its executive compensation peer group. In the five year period from January 1, 2011 through December 31, 2015, the Company has achieved pre-tax income margin less than the threshold zero times, equal to or above the threshold but less than target three times, equal to or above target but less than the maximum two times, and equal to or exceeding the maximum zero times.

If the Company achieves a pre-tax income margin within the range of 3.00% and 8.50%, then the percentage of pre-tax income margin would be rounded to the nearest quarter percentage point and the incentive award would be adjusted accordingly.

We believe that using pre-tax income margin is both consistent with and will further our objective of pay for performance, and focuses our named executive officers on a metric that is a better and more practical indicatoroutcome of the Company’s overall profitability. The Committee also considered how pre-tax income margin would work in conjunction with the performance-based equity awards now being tied solelyannual advisory vote to the ROA

Elements of CompensationCompensation

A summary of the main elements of our executive compensation program is set forth below: