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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)
May 18, 2017
RAYONIER INC.
COMMISSION FILE NUMBER 1-6780
Incorporated in the State of North Carolina
I.R.S. Employer Identification Number 13-2607329
225 Water Street, Suite 1400
Jacksonville, Florida 32202
(Principal Executive Office)
Telephone Number: (904) 357-9100
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))














Table of Contents


RAYONIER INC.
TABLE OF CONTENTS
 
 
  
 
  
PAGE
Item 5.07.
 
 
 
  
  



Table of Contents

Item 5.07.
Submission of Matters to a Vote of Security Holders.

The 2017 Annual Meeting of Shareholders of the Company was held on May 18, 2017 (the “Annual Meeting”). At the Annual Meeting, shareholders of the Company (1) approved all nine of the director nominees for the ensuing year, (2) approved, on an advisory basis, the compensation of the Company’s named executive officers, (3) approved, on an advisory basis, a one-year frequency of future advisory votes on the compensation of the Company’s named executive officers, (4) approved the material terms under the Rayonier Non-Equity Incentive Plan, (5) approved the material terms under the Rayonier Incentive Stock Plan, (6) approved a limit on awards to non-employee directors under the Rayonier Incentive Stock Plan, and (7) ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017.
The final voting results were as follows:
  
 
 
 
Broker
Election of Directors, Terms Expire in 2018
Votes For
Votes Against
Abstain
Non-Votes
Richard D. Kincaid
103,820,109
1,884,082
117,229
11,822,946
John A. Blumberg
104,024,764
1,684,625
112,031
11,822,946
Dod A. Fraser
104,034,294
1,675,560
111,566
11,822,946
Scott R. Jones
103,975,380
1,736,479
109,561
11,822,946
Bernard Lanigan, Jr.
104,337,127
1,366,145
118,148
11,822,946
Blanche L. Lincoln
104,071,398
1,655,356
94,666
11,822,946
V. Larkin Martin
103,747,545
1,973,988
99,887
11,822,946
David L. Nunes
104,078,425
1,631,452
111,543
11,822,946
Andrew G. Wiltshire
104,747,926
961,701
111,793
11,822,946
 
 
 
 
 
 
 
 
 
Broker
 
Votes For
Votes Against
Abstain
Non-Votes
Advisory Vote on the Compensation of Our Named Executive Officers
102,954,713
2,518,231
348,476
11,822,946
 
 
 
 
 
 
One Year
Two Years
Three Years
Abstain
Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers
93,342,627
980,693
10,326,213
1,171,887
 
 
 
 
 
 



Broker
 
Votes For
Votes Against
Abstain
Non-Votes
Proposal to Approve the Material Terms Under the Rayonier Non-Equity Incentive Plan, as amended
103,252,291
2,253,334
315,795
11,822,946
 
 
 
 
 
 



Broker
 
Votes For
Votes Against
Abstain
Non-Votes
Proposal to Approve the Material Terms Under the Rayonier Incentive Stock Plan, as amended
102,946,854
2,561,430
313,136
11,822,946
 
 
 
 
 
 
 
 
 
Broker
 
Votes For
Votes Against
Abstain
Non-Votes
Proposal to Approve a limit on awards to non-employee directors under the Rayonier Incentive Stock Plan
103,327,015
2,111,085
383,320
11,822,946
 
 
 
 
 
 
 
 
 
Broker
 
Votes For
Votes Against
Abstain
Non-Votes
Ratification of Auditors
116,298,173
1,265,906
80,287
—
 
 
 
 
 


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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
RAYONIER INC. (Registrant)
 
 
 
BY:
 
/s/ MARK R. BRIDWELL
 
 
Mark R. Bridwell
 
 
Vice President, General Counsel and
 
 
Corporate Secretary
May 19, 2017

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