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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 20, 2021

COMMISSION FILE NUMBER 1-6780

RAYONIER INC.

Incorporated in the State of North Carolina

I.R.S. Employer Identification Number 13-2607329

1 Rayonier Way

Wildlight, Florida 32097

(Principal Executive Office)

Telephone Number: (904) 357-9100

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class			Trading Symbol			Exchange
COMMON STOCK, $0.00 PAR VALUE			RYN			New York Stock Exchange

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))

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.

☐

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RAYONIER INC.

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PAGE

Item 5.07.

Submission of Matters to a Vote of Security Holders.

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Signature

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

The 2021 Annual Meeting of Shareholders of Rayonier Inc. (the “Company”) was held on May 20, 2021 (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 a non-binding advisory basis, the compensation of the Company’s named executive officers, and (3) ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for 2021.

The final voting results were as follows:

												Broker
Election of Directors, Terms Expire in 2022			Votes For			Votes Against			Abstain			Non-Votes
Dod A. Fraser			118,587,178			2,162,034			124,430			7,775,963
Keith Bass			119,805,687			956,542			111,413			7,775,963
Scott R. Jones			120,007,352			754,824			111,466			7,775,963
V. Larkin Martin			98,930,641			21,833,831			109,170			7,775,963
Meridee A. Moore			120,045,100			718,928			109,614			7,775,963
Ann C. Nelson			119,830,283			911,122			132,237			7,775,963
David L. Nunes			119,798,354			950,897			124,391			7,775,963
Matthew J. Rivers			120,075,726			663,515			134,401			7,775,963
Andrew G. Wiltshire			119,209,713			1,539,895			124,034			7,775,963
												Broker
			Votes For			Votes Against			Abstain			Non-Votes
Non-binding Advisory Vote on the Compensation of Our Named Executive Officers			118,839,872			1,773,392			260,378			7,775,963
												Broker
			Votes For			Votes Against			Abstain			Non-Votes
Ratification of Independent Registered Public Accounting Firm			127,721,189			819,787			108,629			—

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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 INC. (Registrant)
BY:						/s/ MARK R. BRIDWELL
						Mark R. Bridwell
						Vice President, General Counsel and Corporate Secretary

May 20, 2021

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