Form DEFA14A RAYONIER ADVANCED MATERI
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of
the Securities Exchange Act of
1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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RAYONIER
ADVANCED MATERIALS INC.
(Name of Registrant as Specified
In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Vote in Person at the Meeting* May 15, 2024 5:30 PM EDT
Smartphone users Point your camera here and vote without entering a control number The DoubleTree Hotel 1201 Riverplace Boulevard Jacksonville, FL 32207 *Please check the meeting materials for any special requirements for meeting attendance. At
the meeting, you will need to request a ballot to vote these shares.
Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these
important matters. Board Recommends Voting Items 1. Election of Directors Nominees: 1a. Charles E. Adair For 1b. Julie A. Dill For 1c. James F. Kirsch For 2. Approval of an amendment to the Company’s Amended and Restated Certificate
of Incorporation to declassify the Board of Directors. For 3. Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate the supermajority voting provisions. For 4. Approval of an amendment to
the Company’s Amended and Restated Certificate of Incorporation to allow for exculpation of officers as permitted by Delaware law. For 5. Advisory vote to approve the compensation of our named executive officers as disclosed in our Proxy
Statement. For 6. Ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm for the Company for 2024. For NOTE: Properly executed proxies will be voted in the manner instructed herein, or
if no instruction is provided, then the proxy will be voted “For” all nominees, and “For” Proposals 2, 3, 4, 5 and 6. The named proxies are also authorized, in their discretion, to consider and act upon such other business as may properly come
before the meeting or any adjournment thereof.