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)
May 16, 2022
COMMISSION FILE NUMBER 001-36285
Incorporated in the State of Delaware
I.R.S. Employer Identification Number 46-4559529
Rayonier Advanced Materials Inc.
1301 Riverplace Boulevard, Jacksonville, Florida 32207
(Principal Executive Office)
Telephone Number: (904) 357-4600
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligations 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)) | ||||
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, $0.01 par value | RYAM | The New York Stock Exchange | ||||||
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 ☐
Rayonier Advanced Materials Inc.
Table of Contents
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
The 2022 Annual Meeting of Stockholders of the Company was held on May 16, 2022 (the “Annual Meeting”). At the Annual Meeting, stockholders of the Company (1) elected all three of the director nominees to terms expiring in 2025, (2) did not approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the board of directors, (3) did not approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions, (4) did approve, on an advisory basis, the compensation of the Company’s named executive officers, and (5) ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2022.
The final voting results were as follows:
| Election of Directors, Terms Expire in 2025 | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||
| Thomas I. Morgan | 36,775,474 | 12,717,774 | 256,726 | 5,818,746 | ||||||||||
| Lisa M. Palumbo | 31,338,436 | 18,164,094 | 247,444 | 5,818,746 | ||||||||||
| Ivona Smith | 45,772,956 | 3,728,936 | 248,082 | 5,818,746 | ||||||||||
| Vote on an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Declassify the Board of Directors | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||
| 48,682,652 | 946,407 | 120,915 | 5,818,746 | |||||||||||
Vote on an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Eliminate the Supermajority Voting Provisions | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||
| 48,596,989 | 1,036,005 | 116,980 | 5,818,746 | |||||||||||
| Advisory Vote on the Compensation of Our Named Executive Officers | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||
| 38,299,771 | 11,071,553 | 378,650 | 5,818,746 | |||||||||||
| Ratification of Auditors | Votes For | Votes Against | Abstain | Broker Non-Votes | ||||||||||
| 55,248,054 | 270,280 | 50,386 | — | |||||||||||
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Signature
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 hereunto duly authorized.
| Rayonier Advanced Materials Inc. (Registrant) | |||||||||||
| BY: | /s/ Richard Colby Slaughter | ||||||||||
| Richard Colby Slaughter | |||||||||||
| Vice President, General Counsel and Corporate Secretary | |||||||||||
May 17, 2022
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