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Rayonier Advanced Materials Proposes Enhancements to Governance Practices
Re-Proposes Declassification of Board of Directors and Elimination of Supermajority Voting Provisions
Currently, the Company’s Board is divided into three classes, with members of each class being elected to and serving three-year terms. If this proposal is approved by stockholders at the Company’s 2020 Annual Meeting, the Board will modify the Company’s Charter and Bylaws to provide that all directors will be nominated for one-year terms beginning with the elections at the Company’s 2021 Annual Meeting, as their terms expire.
With respect to the supermajority voting provisions, under the Company’s Charter and Bylaws, changes to certain key provisions of those documents require a supermajority vote of the Company’s outstanding common shares. At the Company’s 2020 Annual Meeting, the Board will propose amending the Articles and Bylaws to require only a vote of a majority of the outstanding common shares to amend these provisions.
The Company submitted similar management proposals for vote at its 2019 Annual Meeting, but they did not pass. As stated last year, these proposals are consistent with the plan the Company's Board contemplated at the time of the spin-off in 2014, which was to modify governance practices after the Company had established stable footing as a standalone public company.
The full text of the two proposals will be included in the Company’s proxy statement to be filed with the
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Rayonier Advanced Materials’ or future or expected events, developments or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as "may," "will," "should," "expect," "estimate," "believe," "intend," "anticipate" and other similar language. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.
Other important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements that may have been made in this document are described or will be described in our filings with the