On February 18, 2018, Rayonier Advanced Materials Inc. (the "Company") entered into an agreement (the "Agreement") with Marcato Capital Management LP and certain related investors (collectively, "Marcato").
Pursuant to the Agreement, the Company agreed to appoint Matthew P. Hepler to the Board of Directors of the Company (the "Board") no later than the date of the Company's 2018 Annual Meeting of Stockholders. Mr. Hepler will be appointed as a Class III director, with a term that expires at the Company's 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting").
In the Agreement, Marcato has agreed to customary standstill provisions, which provide, among other things, that, during the term of the Agreement, Marcato will not: (i) participate in a proxy solicitation with respect to the Company, (ii) acquire any ownership interest of 7.5% or more of the Company's voting stock; or (iii) sell securities of the Company to a third party that would, after such sale, have to Marcato's knowledge 5% or more of the Company's common stock outstanding at such time (subject to certain exceptions).
Marcato has also agreed that, during the term of the Agreement, it will vote its shares of the Company's common stock (i) in favor of the election of directors nominated by the Board, (ii) against any stockholder nominations for directors that are not approved by the Board, (iii) in favor of the Company's "say-on-pay" and other equity compensation proposals approved by the Compensation and Management Development Committee of the Board, (iv) in favor of the ratification of the Company's outside auditor and (v) in accordance with the Board's recommendation with respect to stockholder proposals, subject to certain exceptions for extraordinary transactions. The term of the Agreement starts on February 18, 2018 and terminates on the later of (i) 45 days prior to the advance notice deadline for making director nominations at the 2020 Annual Meeting (or the Company's 2021 Annual Meeting of Stockholders, if the Board invites the Marcato designee to be nominated at the 2020 Annual Meeting and the Marcato designee agrees to such nomination) and (ii) the date on which the Marcato designee no longer serves as a Board member.
The Agreement is filed with this Form 8-K as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of the Agreement is qualified in its entirety by reference to the full text thereof.
Item 8.01 Other Events.
On February 20, 2018, the Company issued a press release announcing the entry into the Agreement and its intent to nominate Julie A. Dill as a director at the 2018 Annual Meeting. A copy of the press release is filed with this Form 8-K and is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.