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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, 2023

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 2023 Annual Meeting of Shareholders of Rayonier Inc. (the “Company”) was held on May 18, 2023 (the “Annual Meeting”). At the Annual Meeting, shareholders of the Company (1) approved all ten 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, (3) recommended, on a non-binding advisory basis, the frequency of which the vote on our named executive officers’ compensation should occur, (4) approved the 2023 Rayonier Incentive Stock Plan and (5) ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for 2023.

The final voting results were as follows:

												Broker
Election of Directors, Terms Expire in 2024			Votes For			Votes Against			Abstain			Non-Votes
Dod A. Fraser			128,640,534			3,146,247			114,078			7,421,578
Keith Bass			129,127,686			2,672,519			100,654			7,421,578
Gregg A. Gonsalves			131,174,084			628,761			98,014			7,421,578
Scott R. Jones			130,514,213			1,286,476			100,170			7,421,578
V. Larkin Martin			129,059,395			2,745,489			95,975			7,421,578
Meridee A. Moore			130,589,235			1,216,772			94,852			7,421,578
Ann C. Nelson			130,724,683			1,083,167			93,009			7,421,578
David L. Nunes			131,553,296			252,614			94,949			7,421,578
Matthew J. Rivers			131,162,850			639,725			98,284			7,421,578
Andrew G. Wiltshire			131,198,799			604,405			97,655			7,421,578
												Broker
			Votes For			Votes Against			Abstain			Non-Votes
Non-binding Advisory Vote on the Compensation of Our Named Executive Officers			127,472,665			4,173,715			254,479			7,421,578
			One Year			Two Years			Three Years			Abstain
Non-binding Advisory Vote on the frequency of vote on the named executive officers compensation			130,762,648			91,651			912,486			134,074
												Broker
			Votes For			Votes Against			Abstain			Non-Votes
Approval of 2023 Rayonier Incentive Stock Plan			128,085,915			3,602,156			212,788			7,421,578
												Broker
			Votes For			Votes Against			Abstain			Non-Votes
Ratification of Independent Registered Public Accounting Firm			138,646,041			563,763			112,633			—

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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
						Senior Vice President, General Counsel and Corporate Secretary

May 18, 2023

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