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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 19, 2022

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 2022 Annual Meeting of Shareholders of Rayonier Inc. (the “Company”) was held on May 19, 2022 (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 2022.

The final voting results were as follows:

												Broker
Election of Directors, Terms Expire in 2023			Votes For			Votes Against			Abstain			Non-Votes
Dod A. Fraser			120,826,147			6,348,829			97,401			8,207,333
Keith Bass			126,318,186			857,589			96,602			8,207,333
Scott R. Jones			124,835,438			2,341,530			95,409			8,207,333
V. Larkin Martin			107,685,871			19,491,618			94,888			8,207,333
Meridee A. Moore			119,236,931			7,944,881			90,565			8,207,333
Ann C. Nelson			126,154,329			1,027,357			90,691			8,207,333
David L. Nunes			126,728,711			448,550			95,116			8,207,333
Matthew J. Rivers			124,609,557			2,567,705			95,115			8,207,333
Andrew G. Wiltshire			124,620,751			2,554,439			97,187			8,207,333
												Broker
			Votes For			Votes Against			Abstain			Non-Votes
Non-binding Advisory Vote on the Compensation of Our Named Executive Officers			123,962,045			3,031,393			278,939			8,207,333
												Broker
			Votes For			Votes Against			Abstain			Non-Votes
Ratification of Independent Registered Public Accounting Firm			134,653,410			747,557			78,743			—

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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 19, 2022

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