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)
December 11, 2017
RAYONIER INC.
COMMISSION FILE NUMBER 1-6780
Incorporated in the State of North Carolina
I.R.S. Employer Identification Number 13-2607329
1 Rayonier Way
Yulee, Florida 32097
(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)) |
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 | o |
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. | o | |||
RAYONIER INC.
TABLE OF CONTENTS
ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of John A. Blumberg
On December 11, 2017, John A. Blumberg notified Rayonier Inc. (the “Company”) of his resignation from the Company's Board of Directors (the “Board”), effective as of December 13, 2017. Mr. Blumberg's decision to resign was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.
Election of Keith E. Bass
On December 13, 2017, the Board elected Keith E. Bass to the Board, effective immediately. The Board also appointed Mr. Bass to serve on the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Bass will be paid in accordance with the Company’s director compensation program, described in the section titled “Director Compensation” that begins on page 8 of the Company’s proxy statement that was filed with the Securities and Exchange Commission on April 3, 2017.
In connection with his election to the Board, Mr. Bass will also enter into the Company’s form indemnification agreement for its officers and directors, which generally requires the Company to indemnify its officers and directors to the fullest extent permitted by law.
ITEM 8.01 | Other Events |
On December 15, 2017, the Company issued a press release announcing Mr. Blumberg's retirement and Mr. Bass's election, a copy of which is included as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01. | Financial Statements and Exhibits |
(d) | Exhibits. |
Exhibit No. | Exhibit Description | ||
99.1 | |||
1
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 | ||
December 15, 2017
2
Exhibit 99.1
 | News Release | |||
Rayonier Announces the Election of Keith E. Bass to its Board of Directors
Election Fills Vacancy Following Resignation of John A. Blumberg
YULEE, FL — December 15, 2017 — Rayonier Inc. (NYSE:RYN) announced today that Keith E. Bass has been elected to its Board of Directors. Mr. Bass has also been appointed to serve on the Board's Compensation Committee and Nominating and Corporate Governance Committee.
Mr. Bass is currently managing partner of private investment firm Mill Creek Capital LLC and a member of the board of directors of Xenia Hotels and Resorts. Previously, Mr. Bass was President and CEO at WCI Communities, Inc. until February 2017, and he also served as President of Pinnacle Land Advisors, FL from 2011 to 2012. He received his bachelor's degree in business administration from North Carolina Wesleyan College in Rocky Mount, North Carolina.
Mr. Bass's election fills the vacancy that resulted from John A. Blumberg's resignation from the Board. Mr. Blumberg resigned on December 11, 2017 due to time constraints related to his other business interests.
“Keith brings invaluable and extensive expertise in the real estate industry,” said Richard D. Kincaid, Chairman of the Board. “He is an excellent addition to our Board of Directors and will provide valuable perspective as we continue to deliver on our long-term strategic objectives.”
Mr. Kincaid added, “We would also like to thank John for his significant contributions and dedication to the Board. We wish him well on his future endeavors.”
About Rayonier
Rayonier is a leading timberland real estate investment trust with assets located in some of the most productive softwood timber growing regions in the United States and New Zealand. As of September 30, 2017, Rayonier owned, leased or managed approximately 2.7 million acres of timberlands located in the U.S. South (1.90 million acres), U.S. Pacific Northwest (378,000 acres) and New Zealand (429,000 acres). More information is available at www.rayonier.com.
___________________________________________________________________________
Contacts:
Investors/Media
Mark McHugh
Mark McHugh
904-357-9100
investorrelations@rayonier.com
investorrelations@rayonier.com
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1 Rayonier Way, Yulee, FL 32097 904-357-9100