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RAYONIER ADVANCED MATERIALS INC

For the period ended May 15, 2024. Filed Mar 29, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2024 · Filed Mar 29, 2024

RYAM$5.90-9.1%Stored close · as of Nov 6, 2026
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Contents

PROXY STATEMENT SUMMARY

​Proxy Statement Summary​
​This summary highlights selected information that is provided in more detail throughout this Proxy Statement. This summary does not contain all of the information you should consider before voting, and you should read the entire Proxy Statement before casting your vote.​

2024 ANNUAL MEETING INFORMATION

​​Date & Time May 15, 2024 5:30 p.m. Eastern Time​​Voting Stockholders of record holding our Common Stock as of the close of business on the record date, which is the close of business on March 15, 2024 (Record Date), are entitled to vote. Each share of Common Stock is entitled to one vote for each matter to be voted upon.
​​Location DoubleTree Hotel 1201 Riverplace Boulevard Jacksonville, Florida​​Admission To attend the Annual Meeting, you will need to bring (1) proof of ownership of Common Stock as of the record date and (2) a valid government-issued photo identification. If you do not have proof of ownership together with a valid government-issued photo identification, you will not be admitted to the meeting.
​​Record Date Record holders of our Common Stock as of March 15, 2024 are entitled to notice of and to vote at, the Annual Meeting​​Admission to the Annual Meeting is limited to stockholders holding our Common Stock as of the record date and one immediate family member; one individual properly designated as a stockholder’s authorized proxy holder; or one qualified representative authorized to present a stockholder proposal properly before the meeting.No cameras, recording equipment, large bags, briefcases, or packages will be permitted in the Annual Meeting. The Company may implement additional security procedures to ensure the safety of the meeting attendees. Questions and Answers about the Annual Meeting can be found in Appendix A.

PROPOSALS

​ · MATTER · ​ · ​ · ​ · ​ · BOARD VOTE RECOMMENDATION · ​ · ​ · PAGE REFERENCE (FOR MORE DETAIL) · ​
​Proposal 1​​Elect the Board’s three nominees for Class I directors for terms expiring in 2027​​FOR each nominee​​13​
​Proposal 2​​Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors​​FOR the proposal​​27​
​Proposal 3​​Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions​​FOR the proposal​​28​
​Proposal 4​​Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law​​FOR the proposal​​30​
​Proposal 5​​Approve, in a non-binding vote, the compensation of our named executive officers as disclosed in this Proxy Statement​​FOR the proposal​​32​
​Proposal 6​​Ratify the appointment of Grant Thornton as our independent registered public accounting firm for 2024​​FOR the proposal​​69​
​​2024 RYAM PROXY STATEMENT​​​​1

COMMITMENT TO BEST PRACTICES IN CORPORATE GOVERNANCE

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.