Rayonier Advanced Materials Inc

This management proposal asks stockholders to approve an amendment to the Company’s Certificate of Incorporation to eliminate the classified, staggered board structure and transition to annual director elections over a three-year period beginning in 2027 and becoming fully effective in 2029. Management frames the change as a governance modernization measure, influenced by stockholder feedback and prevailing market practice, intended to increase Board accountability by enabling more frequent shareholder review of directors. Crucially, the amendment would not shorten current director terms elected in 2026; rather it phases in annual elections so existing terms run to their scheduled expirations, which mitigates abrupt board turnover while implementing the governance change. The amendment also removes the limited protections inherent in staggered terms—specifically, staggered boards typically make immediate board turnover more difficult—so declassification increases stockholder power to effect board change. Adoption requires an 80% affirmative vote under the Certificate of Incorporation, a high threshold that means successful passage will likely require significant outreach to major holders; broker non-votes and abstentions count against passage. If approved, the company will file a Certificate of Amendment and make conforming bylaw and governance changes; the board emphasizes this as aligning RYAM with market norms. From a governance-risk perspective, declassification can facilitate more responsive oversight but can also increase potential short-termism; the Board attempts to mitigate concerns by phasing the change. Investors evaluating the proposal should weigh the trade-off between continuity and accountability, consider the practical effect given current ownership concentration and voting thresholds, and note the Board’s explicit recommendation and rationale.

This management proposal seeks shareholder approval to amend the Certificate of Incorporation and related bylaws provisions to eliminate entrenched 80% supermajority voting rules that currently apply to material charter and bylaw changes, replacing them with a majority-vote standard for future amendments. Management argues the supermajority provisions date from the Company’s 2014 spin-off and are no longer necessary; removing them would align RYAM’s governance with prevailing market practice and increase agility in corporate governance. The amendment covers significant governance items—preferred stock issuance, board composition and removal, stockholder action (including written consents and special meetings), indemnification provisions, and the supermajority provision itself—so its passage materially lowers the threshold for future governance changes. Approval itself requires an 80% affirmative vote to change the very supermajority requirement, meaning substantial stockholder engagement will be necessary; abstentions and broker non-votes will count against passage. From an investor perspective, eliminating supermajority rules increases minority holder influence and reduces governance friction, but may raise concerns about potential for more rapid or activist-driven governance changes. The Board recommends approval, citing stockholder feedback and governance standards, but investors should consider the company’s ownership profile and the protections they value before voting. If approved, the company will file a Certificate of Amendment and adopt conforming bylaw and governance changes.

This is a non-binding advisory 'Say-on-Pay' proposal asking shareholders to approve the company’s disclosed executive compensation for its Named Executive Officers. The resolution is standard under SEC rules and references the Compensation Discussion and Analysis and related tables in the proxy; because the vote is advisory it does not legally bind the Board, but the Compensation Committee has committed to consider the outcome in assessing future pay programs. The company states it holds Say-on-Pay votes annually and will next solicit a frequency vote in 2027 as required. For 2025 the company reports substantial prior shareholder support for its compensation approach and indicates a pay-for-performance orientation, use of multiple metrics and independent consultant involvement; the Compensation Committee points to these features in justifying its program. Investors should consider the alignment between realized pay and operating results (noting the Company’s challenging 2025 performance) and the extent to which incentive structures are adjusted to emphasize financial metrics in 2026. Given the advisory nature, a significant 'Against' vote would likely trigger enhanced engagement and potential program changes, but would not automatically change awards. The Board recommends a 'For' vote, and the committee will weigh the outcome in subsequent design decisions.

This management proposal seeks stockholder approval of a French Sub-Plan under the Company’s 2023 Incentive Stock Plan to permit grants of French-Qualified Equity Awards (RSUs and PSUs delivered as “free shares”) that can receive preferential tax and social security treatment under France’s Macron Law. Management frames the change as a targeted, jurisdiction-specific adaptation designed to allow the Company and its French subsidiaries to grant tax-efficient equity awards to French tax residents, improving the Company’s ability to attract, retain and motivate local talent while preserving existing share reserve limits under the 2023 Plan. The sub-plan imposes customary French-specific constraints—three-year minimum vesting, limits on participation so that no participant or the aggregate of French participants exceeds 15% of company capital, blackout periods, and retention rules for corporate officers—to satisfy Macron Law requirements and manage dilution and governance risk. The proposal does not increase the overall share reserve and uses existing plan capacity, but approval is needed so that grants can qualify for the Macron Law regime and the subsidiary may realize lower social contribution burdens upon vesting. Tax consequences for French participants are detailed and materially different from non-qualified awards, with vesting gains and capital gains subject to specified tax and social contribution regimes; thus local tax advice is important. Approving the sub-plan is administratively efficient and market-competitive for French operations, but investors should consider the limited number of eligible employees and the company’s disclosure of available shares when assessing potential dilution and governance impacts. The Board recommends approval and notes that abstentions count against the proposal while broker non-votes have no effect.