0000052827false00000528272026-05-142026-05-14
Table of Contents

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 14, 2026
Logo.jpg
COMMISSION FILE NUMBER 1-6780 (Rayonier Inc.)
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 classTrading SymbolExchange
COMMON STOCK, $0.00 PAR VALUERYNNew 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.
 ☐

Table of Contents
RAYONIER INC.
TABLE OF CONTENTS
 
      PAGE
Item 5.07.    
     


Table of Contents
Item 5.07.    Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of Shareholders of Rayonier Inc. (the “Company”) was held on May 14, 2026 (the “Annual Meeting”). At the Annual Meeting, shareholders of the Company (1) approved the election of all ten of the director nominees to terms expiring at the 2027 annual meeting of shareholders, (2) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement, and (3) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.

The final voting results were as follows:

Broker
Election of Directors, Terms Expire in 2027Votes ForVotes AgainstAbstainNon-Votes
Keith E. Bass243,398,53410,930,311176,86222,949,458
Linda M. Breard253,809,231506,269190,20722,949,458
Michael J. Covey248,387,8045,936,904180,99922,949,458
Eric J. Cremers247,864,7676,455,406185,53422,949,458
Gregg A. Gonsalves252,072,4702,239,288193,94922,949,458
Scott R. Jones237,153,34917,175,972176,38622,949,458
D. Mark Leland253,803,548515,327186,83222,949,458
Mark D. McHugh253,874,126455,841175,74022,949,458
Ann C. Nelson252,596,5661,683,379225,76222,949,458
Lenore M. Sullivan253,791,474540,367173,86622,949,458
Broker
Votes ForVotes AgainstAbstainNon-Votes
Non-binding Advisory Vote on the Compensation of Our Named Executive Officers
241,465,37712,518,728521,60222,949,458
Broker
Votes ForVotes AgainstAbstainNon-Votes
Ratification of Independent Registered Public Accounting Firm270,097,0737,097,810260,282—

1
Table of Contents
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
Executive Vice President, General Counsel and Corporate Secretary
May 14, 2026

2