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, 2017
RAYONIER INC.
COMMISSION FILE NUMBER 1-6780
Incorporated in the State of North Carolina
I.R.S. Employer Identification Number 13-2607329
225 Water Street, Suite 1400
Jacksonville, Florida 32202
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
RAYONIER INC.
TABLE OF CONTENTS
PAGE | ||||
Item 5.07. | ||||
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2017 Annual Meeting of Shareholders of the Company was held on May 18, 2017 (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 an advisory basis, the compensation of the Company’s named executive officers, (3) approved, on an advisory basis, a one-year frequency of future advisory votes on the compensation of the Company’s named executive officers, (4) approved the material terms under the Rayonier Non-Equity Incentive Plan, (5) approved the material terms under the Rayonier Incentive Stock Plan, (6) approved a limit on awards to non-employee directors under the Rayonier Incentive Stock Plan, and (7) ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017.
The final voting results were as follows:
Broker | ||||
Election of Directors, Terms Expire in 2018 | Votes For | Votes Against | Abstain | Non-Votes |
Richard D. Kincaid | 103,820,109 | 1,884,082 | 117,229 | 11,822,946 |
John A. Blumberg | 104,024,764 | 1,684,625 | 112,031 | 11,822,946 |
Dod A. Fraser | 104,034,294 | 1,675,560 | 111,566 | 11,822,946 |
Scott R. Jones | 103,975,380 | 1,736,479 | 109,561 | 11,822,946 |
Bernard Lanigan, Jr. | 104,337,127 | 1,366,145 | 118,148 | 11,822,946 |
Blanche L. Lincoln | 104,071,398 | 1,655,356 | 94,666 | 11,822,946 |
V. Larkin Martin | 103,747,545 | 1,973,988 | 99,887 | 11,822,946 |
David L. Nunes | 104,078,425 | 1,631,452 | 111,543 | 11,822,946 |
Andrew G. Wiltshire | 104,747,926 | 961,701 | 111,793 | 11,822,946 |
Broker | ||||
Votes For | Votes Against | Abstain | Non-Votes | |
Advisory Vote on the Compensation of Our Named Executive Officers | 102,954,713 | 2,518,231 | 348,476 | 11,822,946 |
One Year | Two Years | Three Years | Abstain | |
Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers | 93,342,627 | 980,693 | 10,326,213 | 1,171,887 |
Broker | ||||
Votes For | Votes Against | Abstain | Non-Votes | |
Proposal to Approve the Material Terms Under the Rayonier Non-Equity Incentive Plan, as amended | 103,252,291 | 2,253,334 | 315,795 | 11,822,946 |
Broker | ||||
Votes For | Votes Against | Abstain | Non-Votes | |
Proposal to Approve the Material Terms Under the Rayonier Incentive Stock Plan, as amended | 102,946,854 | 2,561,430 | 313,136 | 11,822,946 |
Broker | ||||
Votes For | Votes Against | Abstain | Non-Votes | |
Proposal to Approve a limit on awards to non-employee directors under the Rayonier Incentive Stock Plan | 103,327,015 | 2,111,085 | 383,320 | 11,822,946 |
Broker | ||||
Votes For | Votes Against | Abstain | Non-Votes | |
Ratification of Auditors | 116,298,173 | 1,265,906 | 80,287 | — |
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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. (Registrant) | ||
BY: | /s/ MARK R. BRIDWELL | |
Mark R. Bridwell | ||
Vice President, General Counsel and | ||
Corporate Secretary | ||
May 19, 2017
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