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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
COMMISSION FILE NUMBER 001-36285
Incorporated in the State of Delaware
I.R.S. Employer Identification Number 46-4559529
(Principal Executive Office)
Telephone Number: (904 ) 357-4600
Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligations 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 |
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 ☐
Rayonier Advanced Materials Inc.
Table of Contents
Page | |||
Item 8.01 | |||
Item 9.01 | |||
Item 8.01 | Other Events |
On December 3, 2019, Rayonier Advanced Materials Inc. (the “Company”) issued a press release announcing its intention to re-submit proposals to its stockholders seeking approval to modify certain provisions of its Articles of Incorporation (its “Charter”) and Bylaws to (1) declassify its Board of Directors and (2) amend the Company’s Charter to eliminate supermajority voting requirements that currently exist for certain amendments to the Company’s Charter and Bylaws. A copy of the Company’s press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 8.01 shall not be deemed “filed” for purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit Number | Description | |
Press release entitled “Rayonier Advanced Materials Proposes Enhancements to Governance Practices” issued December 3, 2019. | ||
104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |
1
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Rayonier Advanced Materials Inc. (Registrant) | ||
BY: | /s/ MICHAEL R. HERMAN | |
Michael R. Herman | ||
Senior Vice President, General Counsel and Corporate Secretary | ||
December 4, 2019
2