RAYONIER ADVANCED MATERIALS INC.
For the period ended May 13, 2026. Filed Mar 30, 2026.
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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 13, 2026 · Filed Mar 30, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
RAYONIER ADVANCED MATERIALS INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Lisa M.
Palumbo
Chair of the Board
Dear Stockholder:
2025 was a challenging year in which RYAM’s overall financial performance fell well short of the Board’s expectations. We did not deliver the level of earnings or cash generation necessary to create consistent stockholder value. Restoring sustainable profitability and positive cash flow is our immediate priority.
Throughout the year, the Board intensified its oversight of operating execution, cost discipline and capital allocation. We reviewed performance across each business segment, evaluated structural cost opportunities and heightened our focus on liquidity. While market conditions and operational disruptions weighed on results, we expect measurable improvement in operating reliability, cost performance and cash generation in 2026.
To sharpen accountability and reinforce our focus on financial performance, the Board approved a 2026 annual incentive program tied exclusively to EBITDA and free cash flow. Management incentives must reflect the outcomes that matter most to stockholders, and we have structured the program accordingly. This emphasis on disciplined financial performance is also reflected in the design of our long-term incentive program.
In late 2025, as part of the Board’s structured succession planning process, De Lyle W. Bloomquist and the Board mutually agreed that the time was appropriate to transition leadership. Succession planning is a regular component of the Board’s oversight responsibilities, and we had been engaged in ongoing discussions regarding leadership transition timing well in advance of this decision. Following that process, the Board appointed Scott M. Sutton as President and Chief Executive Officer, effective January 2026.
Scott brings significant operating and capital allocation experience in specialty materials businesses. His disciplined, execution-focused leadership is well aligned with RYAM’s current priorities. We thank De Lyle for his leadership and for his partnership in ensuring a thoughtful and orderly transition.
Looking ahead, the Board supports management’s focus on:
Restoring positive free cash flow;
Strengthening competitive positioning in Cellulose Specialties;
Improving reliability and cost performance across operations; and
Maintaining disciplined capital spending and deleveraging.
We continue to evaluate and enhance our governance framework. This year, we are again asking stockholders to approve proposals to declassify the Board and eliminate certain supermajority voting provisions. We believe these changes will strengthen accountability and align our governance structure with prevailing market standards.
Stockholder confidence is earned through consistent execution and financial discipline. The Board remains actively engaged in overseeing management’s performance and ensuring that the actions underway position RYAM for stronger and more sustainable results.
On behalf of the Board of Directors, thank you for your continued investment in RYAM.
Sincerely,
LISA M. PALUMBO
Chair of the Board
March 30, 2026
Corporate Headquarters
1301 Riverplace Boulevard
Suite 2300
March 30, 2026
Notice of 2026 Annual Meeting
TO OUR STOCKHOLDERS:
Notice is hereby given that the 2026 Annual Meeting of Stockholders of Rayonier Advanced Materials Inc., a Delaware corporation, will be held at our Corporate Headquarters located at 1301 Riverplace Boulevard, 22 nd Floor, Jacksonville, Florida on Wednesday, May 13, 2026, at 5:00 p.m. Eastern Time, to:
| 1) | Elect the Board’s three nominees for Class III directors for terms expiring in 2029 |
| 2) | Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors |
| 3) | Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions |
| 4) | Approve, in a non-binding vote, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement |
| 5) | Approve the French Sub-Plan to be implemented under the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as Amended and Restated |
| 6) | Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026 |
| 7) | Act upon such other matters as may properly come before the meeting |
All stockholders holding Rayonier Advanced Materials Common Stock of record at the close of business on March 16, 2026, are entitled to vote at the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTION. Most stockholders have a choice of voting over the Internet, by telephone or by using a traditional proxy card. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to determine which voting methods are available to you. We urge you to complete and submit your proxy electronically or by telephone (if those options are available to you) as a means of helping the Company conserve natural resources and reduce expenses related to the meeting.
Please be aware that, if you own shares in a brokerage account, you must instruct your broker on how to vote your shares. New York Stock Exchange rules do not allow your broker to vote your shares without your instructions on any of the proposals except the ratification of the appointment of the Company’s independent registered public accounting firm. Please exercise your right as a stockholder to vote on all proposals, including the election of directors, by instructing your broker by proxy.
We urge you to vote your stock, by any of the available methods, at your earliest convenience.
| By: | |
| R. Colby SlaughterCorporate Secretary |
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