Form 8-K

Date: October 19, 2022

RAYONIER ADVANCED MATERIALS INC.

/s/ Richard Colby Slaughter

Richard Colby Slaughter

Senior Vice President, General Counsel and Corporate Secretary

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

October 19, 2022

Date of Report (date of earliest event reported)

LOGO

RAYONIER ADVANCED MATERIALS INC.

(Exact name of registrant as specified in its charter)


Delaware	001-36285	46-4559529
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


1301 Riverplace Boulevard	Jacksonville	Florida	32207
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code: 904-357-4600

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	RYAM	New York Stock Exchange
Preferred Share Purchase Right	N/A	New York Stock Exchange

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 19, 2022, the Board of Directors of Rayonier Advanced Materials Inc. (the “Company”) approved and adopted the amendment of the Company’s Amended and Restated Bylaws (as amended, the “Bylaws”), effective immediately, to address the adoption by the Securities and Exchange Commission of “universal proxy” rules and related requirements, including, among other things, by requiring:

•

any stockholder submitting a notice of nomination to:

•

comply with the requirements of Section 14 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, the requirements of Rule 14a-19;

•

make a representation that such nominating stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act;

•

certify to the Company in writing that it has complied with the requirements of Rule 14a-19 under the Exchange Act and deliver reasonable evidence that it has complied with such requirements;

•

use a proxy card color other than white; and

•

the Company to disregard any proxies or votes solicited for any nominee proposed by a stockholder if such stockholder (a) provides notice to pursuant to Rule 14a-19 and (b) subsequently (i) notifies the Company that such stockholder no longer intends to solicit proxies in accordance with Rule 14a-19, (ii) fails to comply with the requirements of Rule 14a-19 or (iii) fails to provide reasonable evidence that such requirements have been met.

The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, as so amended and restated, a copy of which is attached as Exhibit 3.1 and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


3.1		Amended and Restated Bylaws of Rayonier Advanced Materials Inc., effective October 19, 2022.

104		Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.