01—Abstract
Summary
Summary of the 8-K filed October 3, 2024. Cited figures are marked; the original filing is the authoritative source.
Reliance, Inc. (NYSE: RS) filed a Current Report on Form 8-K dated October 3, 2024 to disclose board changes.
On October 2, 2024, the Company announced it had increased the size of its Board of Directors from eight to nine members and appointed James K. Kamsickas as an independent director, effective October 1, 2024. Mr. Kamsickas, 57, is chairman and chief executive officer of Dana Incorporated (NYSE: DAN).
His term expires at the 2025 Annual Meeting of Stockholders, and he has not yet been named to any Board committee. He will receive the standard compensation for non-employee directors and has entered into the Company's standard indemnification agreement. The filing also discloses a leadership transition.
Mark Kaminski will step down as non-executive Chairman of the Board effective January 1, 2025, and will remain a Board member. On October 1, 2024, the Board unanimously appointed Douglas W. Stotlar, a director since October 2016, as independent non-executive Chairman effective January 1, 2025.
Following Mr. Kamsickas's appointment, the Board will have nine members, eight of whom are independent. The announcement is primarily a governance update rather than a financial disclosure.
The filing does not report financial results or guidance. The Company describes the chairman transition as part of its long-term succession plan and corporate governance best practices.
02—Key points
Key Highlights
- James K. Kamsickas appointed as independent director, effective October 1, 2024, increasing the Board from eight to nine members.
- Kamsickas is chairman and CEO of Dana Incorporated (NYSE: DAN) and previously served as president and CEO of International Automotive Components and head of Lear Corporation's Interior Systems Division.
- His term expires at the 2025 Annual Meeting of Stockholders; he has not been named to any Board committee.
- Mark Kaminski will step down as non-executive Chairman effective January 1, 2025, after serving in that role since July 2016, and will remain a Board member.
- Douglas W. Stotlar, a Board member since October 2016, was unanimously appointed independent non-executive Chairman effective January 1, 2025.
- After the appointment, the Board will have nine members, eight of whom are independent.
- The filing contains no financial results or guidance; the disclosure concerns board composition and governance.
03—Questions
Frequently Asked Questions
Who is James K. Kamsickas and what is his background?
Mr. Kamsickas, 57, is chairman and chief executive officer of Dana Incorporated (NYSE: DAN). Before becoming Dana's CEO in 2015, he was president and CEO of International Automotive Components for eight years and held senior leadership roles at Lear Corporation, including head of its Interior Systems Division. He holds a bachelor's degree in business administration from Central Michigan University and an MBA from Michigan State University.
Will Kamsickas sit on any Board committees?
Not at this time. The filing states that he has not been named to any Board committee.
How will Kamsickas be compensated as a director?
He will participate in the current compensation arrangements for non-employee directors, described under 'Director Compensation' in the Company's proxy statement filed April 3, 2024. He has also entered into the Company's standard indemnification agreement.
Why is the Board chairman changing?
The Company says the change is consistent with corporate governance best practices and its long-term succession plan. Mark Kaminski steps down as non-executive Chairman effective January 1, 2025, and Douglas W. Stotlar becomes chairman on that date. Kaminski will remain on the Board.
What is the composition of the Board after these changes?
The Board will have nine members, eight of whom are independent, following Mr. Kamsickas's appointment.
04—Continue