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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
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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.      
       


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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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