Rayonier Advanced Materials proposes governance changes

JACKSONVILLE, Fla. (News release) -- Rayonier Advanced Materials Inc. announced that the Company plans to re-submit two management proposals to the Company's stockholders for a vote at its next Annual Stockholder Meeting in 2020. 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 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 2020 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 2021 Annual Meeting, 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 common shares. At the Company's 2020 Annual Meeting, the Board will propose amending the Articles and Bylaws to require only a vote of a majority of the outstanding common shares to amend these provisions.

The Company submitted similar management proposals for vote at its 2019 Annual Meeting, but they did not pass. As stated last year, these proposals are consistent with the plan the Company's Board contemplated at the time of the spin-off in 2014, which was to modify governance practices after the Company had established stable footing as a standalone public company.

The full text of the two proposals will be included in the Company's proxy statement to be filed with the U.S. Securities and Exchange Commission prior to the Company's 2020 Annual Meeting.

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