RAYONIER ADVANCED MATERIALS INC. 8-K

What Happened
Rayonier Advanced Materials Inc. (RYAM) filed an 8-K reporting the results of its Annual Meeting held May 13, 2026. Stockholders elected two directors — Charles R. Eggert and David C. Mariano — to terms expiring in 2029, ratified Grant Thornton LLP as the company’s independent registered public accounting firm for 2026, and approved an advisory (non-binding) vote on executive compensation. The company reported that amendments to its Certificate of Incorporation to (a) declassify the board and (b) eliminate supermajority voting provisions were not approved, and it approved a French Sub-Plan under the Rayonier Advanced Materials Inc. 2023 Incentive Stock Plan.

Key Details

• Director elections: Charles R. Eggert — 43,518,021 for, 832,262 against, 86,419 abstain; David C. Mariano — 43,596,822 for, 747,300 against, 92,580 abstain. Broker non-votes: 11,631,347.
• Charter amendment votes (per filing, not approved): Declassify board — 44,009,501 for, 377,458 against, 49,743 abstain; Eliminate supermajority provisions — 43,819,459 for, 588,341 against, 28,902 abstain. Broker non-votes: 11,631,347.
• Advisory vote on executive pay: 43,491,684 for, 674,171 against, 270,847 abstain; broker non-votes: 11,631,347.
• French Sub-Plan approved: 40,723,763 for, 3,634,066 against, 78,873 abstain; broker non-votes: 11,631,347.
• Auditor ratification: Grant Thornton LLP — 55,119,872 for, 706,501 against, 241,676 abstain (no broker non-votes reported).

Why It Matters
These results confirm continued board composition and auditor continuity, while leaving the company’s existing charter provisions (board classification and supermajority voting) in place per the filing. The advisory approval of executive compensation is non-binding but signals shareholder sentiment. Approval of the French Sub-Plan allows participation of French-based employees in the company’s equity incentive program, which may affect compensation-related dilution and retention practices. Investors should note the sizable broker non-votes reported on several proposals, which can affect thresholds for approval of certain corporate actions.