Rayonier Advanced Materials (RYAM) 2026 meeting backs pay, auditor but not charter changes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Rayonier Advanced Materials Inc. held its 2026 Annual Meeting of Stockholders on May 13, 2026. Stockholders elected Charles R. Eggert and David C. Mariano as directors to terms expiring in 2029. Proposals to declassify the board of directors and to eliminate supermajority voting provisions did not receive sufficient support to pass. Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers and approved a French Sub-Plan under the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as amended and restated. They also ratified the selection of Grant Thornton LLP as the company’s independent registered public accounting firm for 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Votes for Charles R. Eggert: 43,518,021 votes
Votes for David C. Mariano: 43,596,822 votes
Declassify board proposal votes for: 44,009,501 votes
+4 more
7 metrics
Votes for Charles R. Eggert
43,518,021 votes
Election as director, term expiring in 2029
Votes for David C. Mariano
43,596,822 votes
Election as director, term expiring in 2029
Declassify board proposal votes for
44,009,501 votes
Amendment to declassify board of directors
Eliminate supermajority provisions votes for
43,819,459 votes
Amendment to eliminate supermajority voting provisions
Say-on-pay votes for
43,491,684 votes
Advisory vote on executive compensation
French Sub-Plan votes for
40,723,763 votes
French Sub-Plan under 2023 Incentive Stock Plan
Auditor ratification votes for
55,119,872 votes
Ratification of Grant Thornton LLP for 2026
Key Terms
declassify the board of directors, supermajority voting provisions, advisory basis, French Sub-Plan, +1 more
5 terms
declassify the board of directors financial
"did not approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the board of directors"
supermajority voting provisions financial
"did not approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions"
advisory basis financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers"
French Sub-Plan financial
"approved the French Sub-Plan to be Implemented Under the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan"
independent registered public accounting firm financial
"ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
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)
COMMISSION FILE NUMBER 001-36285
Incorporated in the State of Delaware
I.R.S. Employer Identification Number 46-4559529
(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 | Name of Exchange on which Registered | ||||||||||||
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 ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The 2026 Annual Meeting of Stockholders of Rayonier Advanced Materials Inc. (the “Company”) was held on May 13, 2026 (the “Annual Meeting”). At the Annual Meeting, stockholders of the Company (1) elected two director nominees to terms expiring in 2029, (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) approved, on an advisory basis, the compensation of the Company’s named executive officers, (5) approved the French Sub-Plan to be Implemented Under the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as amended and restated, and (6) ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026.
The final voting results were as follows:
Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||||||||
Election of Directors, Terms Expire in 2029 | ||||||||||||||||||||||||||
Charles R. Eggert | 43,518,021 | 832,262 | 86,419 | 11,631,347 | ||||||||||||||||||||||
David C. Mariano | 43,596,822 | 747,300 | 92,580 | 11,631,347 | ||||||||||||||||||||||
Vote on an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Declassify the Board of Directors | 44,009,501 | 377,458 | 49,743 | 11,631,347 | ||||||||||||||||||||||
Vote on an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Eliminate the Supermajority Voting Provisions | 43,819,459 | 588,341 | 28,902 | 11,631,347 | ||||||||||||||||||||||
Advisory Vote on the Compensation of our Named Executive Officers | 43,491,684 | 674,171 | 270,847 | 11,631,347 | ||||||||||||||||||||||
Vote on the French Sub-Plan to be Implemented Under the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan, as Amended and Restated | 40,723,763 | 3,634,066 | 78,873 | 11,631,347 | ||||||||||||||||||||||
Ratification of Auditor | 55,119,872 | 706,501 | 241,676 | — | ||||||||||||||||||||||
1
Signature
Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Rayonier Advanced Materials Inc. | |||||
| By: | /s/ R. COLBY SLAUGHTER | ||||
| R. Colby Slaughter | |||||
| Senior Vice President, General Counsel and Corporate Secretary | |||||
Date: May 18, 2026 | |||||
2
FAQ
Which directors were elected at Rayonier Advanced Materials’ 2026 annual meeting?
Stockholders elected Charles R. Eggert with 43,518,021 votes for and David C. Mariano with 43,596,822 votes for. Both will serve terms expiring in 2029, with relatively low abstentions and consistent broker non-vote levels reported.
Was executive compensation approved at Rayonier Advanced Materials’ 2026 meeting?
Yes. On an advisory basis, stockholders approved the compensation of named executive officers with 43,491,684 votes for, 674,171 against, and 270,847 abstaining, along with 11,631,347 broker non-votes, indicating broad but not unanimous support for the pay program.
What is the French Sub-Plan under Rayonier Advanced Materials’ 2023 Incentive Stock Plan?
Shareholders approved the French Sub-Plan with 40,723,763 votes for, 3,634,066 against, and 78,873 abstentions, plus 11,631,347 broker non-votes. This sub-plan is implemented under the 2023 Incentive Stock Plan, as amended and restated, to support awards in France.