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Fri, Nov 26, 2021 19:25
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Management Side
Rayonier Advanced Materials Announces Proposed Declassification of Board of Directors and Elimination of Supermajority Voting Provisions

JACKSONVILLE, Fla. (News release) -- Rayonier Advanced Materials Inc. announced that the Company plans to submit two important management proposals to the Company's stockholders for a vote at its next Annual Stockholder Meeting in May of 2022. The first proposal would seek stockholder approval to amend the Company's Certificate of Incorporation (the "Charter") in order to declassify the Company's Board of Directors and allow for the annual election of directors. The second proposal would seek stockholder approval to amend the Company's Charter to eliminate supermajority voting requirements that currently exist for certain amendments to the Company's Charter and Bylaws.

Currently, the Company's Board of Directors is divided into three classes, with members of each class being elected to and serving three-year terms. If this proposal is approved by stockholders at the Company's 2022 Annual Meeting, the Board will modify the Company's Charter and Bylaws to provide that all directors will be nominated for one-year terms beginning with the elections at the Company's Annual Meeting in 2023, as their terms expire.

With respect to the supermajority voting provisions, under the Company's Charter and Bylaws, changes to certain key provisions of those documents require a supermajority vote of the Company's outstanding shares. At the Company's 2022 Annual Meeting, the Board will propose amending the Articles and Bylaws to require only a vote of a majority of the outstanding shares to amend these provisions.

The full text of the two proposals will be included in the Company's proxy statement to be filed with the Securities and Exchange Commission prior to the 2022 Annual Meeting.

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