Business Context and Reporting Period
This Form 8-K Current Report was filed by Rayonier Advanced Materials Inc. on September 30, 2023. The filing reports corporate governance changes effective as of September 30 and October 1, 2023, specifically regarding the Board of Directors.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on personnel changes and does not contain financial performance data.
Material Changes
- Departure of Director: Thomas I. Morgan tendered his resignation from the Board of Directors effective 5:00 p.m. (EDT) on September 30, 2023. The resignation is due to personal reasons and involves no disagreement regarding the Company's operations, policies, or practices.
- Election of Director: Bryan D. Yokley was elected as a Class II independent director effective October 1, 2023. His term extends until the 2025 annual meeting of stockholders.
- Committee Appointments: Mr. Yokley was appointed to the Audit Committee and the Compensation and Management Development Committee effective October 1, 2023.
Guidance, Outlook, and Compensation
There is no financial guidance, outlook, or discussion of risks and contingencies in this filing. Regarding compensation for the new director:
- Mr. Yokley will receive compensation equivalent to other non-employee directors.
- He will receive a prorated 2023-2024 annual cash retainer and a prorated number of restricted stock units.
- Restricted stock units vest on the earlier of the first anniversary of the grant date or the next annual meeting where directors stand for re-election, provided he remains on the Board.
- An indemnification agreement in the standard form used for existing directors will be executed.
Key Facts for Investor Verification
- Confirm the effective dates of Thomas I. Morgan's resignation (September 30, 2023) and Bryan D. Yokley's election (October 1, 2023).
- Verify that Mr. Morgan's departure was not related to any disagreement with the Company.
- Review the Company's most recent Proxy Statement to confirm the standard compensation structure for non-employee directors applicable to Mr. Yokley.
- Note that Mr. Yokley serves on both the Audit and Compensation and Management Development Committees.