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)
COMMISSION FILE NUMBER 1-6780 (Rayonier Inc.)
COMMISSION FILE NUMBER: 333-237246 (Rayonier, L.P.)
Incorporated in the State of North Carolina
I.R.S. Employer Identification Number 13-2607329
Incorporated in the State of Delaware
I.R.S. Employer Identification Number 91-1313292
(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:
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol | Exchange | ||||||
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).
| Rayonier Inc.: | Emerging growth company | |||||||||||||||||||
| Rayonier, L.P.: | 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. | ||||||||||||||
| Rayonier Inc.: | ☐ | |||||||||||||
| Rayonier, L.P.: | ☐ | |||||||||||||
TABLE OF CONTENTS
| PAGE | ||||||||||||||
| Item 5.02 | ||||||||||||||
| Item 8.01 | ||||||||||||||
| ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
Election of Gregg A. Gonsalves
On November 16, 2022, the Board of Directors (the “Board”) of Rayonier Inc. (the “Company”) elected Gregg Gonsalves to the Board, effective immediately. The Board also appointed Mr. Gonsalves to serve on the Audit Committee and the Compensation and Management Development Committee of the Board. Mr. Gonsalves will be paid in accordance with the Company’s director compensation program, described in the section titled “Director Compensation” that begins on page 12 of the Company’s proxy statement that was filed with the Securities and Exchange Commission on April 6, 2022.
In connection with his election to the Board, Mr. Gonsalves 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 November 16, 2022, the Company issued a press release announcing Mr. Gonsalves’ election, a copy of which is included as Exhibit 99.1 and is incorporated herein by reference.
| (d) | Exhibits. | ||||
| Exhibit No. | Exhibit Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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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. | ||||||||
| BY: | /s/ MARK R. BRIDWELL | |||||||
| Mark R. Bridwell | ||||||||
| Vice President, General Counsel and Corporate Secretary | ||||||||
| RAYONIER, L.P. | ||||||||
| By: RAYONIER INC., its sole general partner | ||||||||
| BY: | /s/ MARK R. BRIDWELL | |||||||
| Mark R. Bridwell | ||||||||
| Vice President, General Counsel and Corporate Secretary | ||||||||
November 16, 2022
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Exhibit 99.1
 | News Release | |||||||||||||
Rayonier Announces the Election of Gregg A. Gonsalves to its Board of Directors
WILDLIGHT, Fla. – Month Day, Year – Rayonier Inc. (NYSE:RYN) announced today that Gregg A. Gonsalves has been elected to its Board of Directors.
Mr. Gonsalves is an Advisory Partner at Integrated Capital, a leading, hotel-focused, private real estate advisory and investment firm. Prior to joining Integrated Capital, Mr. Gonsalves served at Goldman Sachs for 20 years, most recently as a Managing Director in its Real Estate Group and Merger Leadership Group; he was also the Partner responsible for Goldman's Real Estate Merger & Acquisition Business.
Mr. Gonsalves presently serves on the public boards of Cowen Inc. and RREEF Property Trust, Inc. (a public, non-listed, real estate focused REIT) and on the private boards of POP Tracker and RREEF America REIT II, Inc., an open-end core real estate fund. He also serves as Chairman of the Board of Directors of the Jackie Robinson Foundation, having been a Jackie Robinson Scholarship recipient himself while pursuing his undergraduate degree. He previously served as Chairman of the Board of Directors of Cedar Realty Trust, a grocery-anchored public REIT. He earned his Bachelor of Science in Mechanical Engineering from Columbia University in 1989 and his Master of Business Administration from Harvard University in 1993.
“Gregg will add valuable insight and perspective to the Rayonier board,” said Dod A. Fraser, Chairman of the Board. “With his addition, the board will gain extensive capital markets expertise, mergers and acquisitions experience, and perspective on the REIT sector. We are excited about his election and look forward to his future contributions to the Board.”
To accommodate Mr. Gonsalves’ election, the board has expanded from nine members to ten, with nine independent members and the CEO. Mr. Gonsalves has been appointed to serve on the Board’s Audit Committee and the Compensation Committee.
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, 2022, Rayonier owned or leased under long-term agreements approximately 2.7 million acres of timberlands located in the U.S. South (1.79 million acres), U.S. Pacific Northwest (486,000 acres) and New Zealand (417,000 acres). More information is available at www.rayonier.com.
Contacts:
Rayonier Inc.
Investors: Collin Mings, investorrelations@rayonier.com
Media: Alejandro Barbero, alejandro.barbero@rayonier.com
Rayonier Inc., 1 Rayonier Way, Wildlight, Florida 32097 www.rayonier.com