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 15, 2014
RAYONIER INC.
COMMISSION FILE NUMBER 1-6780
Incorporated in the State of North Carolina
I.R.S. Employer Identification Number 13-2607329
1301 Riverplace Boulevard, Jacksonville, Florida 32207
(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:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2014 Annual Meeting of Shareholders of the Company was held on May 15, 2014 (the “Annual Meeting”). At the Annual Meeting, shareholders of the Company (1) approved all six of the director nominees for the ensuing year, (2) approved, on an advisory basis, the compensation of the Company’s named executive officers, and (3) ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014. The shareholders did not approve the shareholder proposal on separation of the CEO and Board Chair or the shareholder proposal on managing risk.
The final voting results were as follows:
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| | | Broker |
| Election of Directors, Terms Expire in 2015 | Votes For | Votes Against | Abstain | Non-Votes |
Paul G. Boynton
| 84,746,217 | 4,252,428 | 472,523 | 24,155,360 |
C. David Brown, II
| 85,329,509 | 3,867,154 | 274,505 | 24,155,360 |
John E. Bush
| 86,371,980 | 2,827,656 | 271,532 | 24,155,360 |
Mark E. Gaumond
| 86,215,383 | 2,979,021 | 276,764 | 24,155,360 |
Thomas I. Morgan
| 85,390,441 | 3,806,424 | 274,303 | 24,155,360 |
David W. Oskin
| 86,197,142 | 2,935,036 | 338,990 | 24,155,360 |
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| | Votes For | Votes Against | Abstain | Non-Votes |
| Advisory Vote on the Compensation of Our Named Executive Officers | 85,138,884 | 3,770,035 | 562,249 | 24,155,360 |
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| | Votes For | Votes Against | Abstain | Non-Votes |
| Ratification of Auditors | 112,494,727 | 864,689 | 267,112 | — |
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| | Votes For | Votes Against | Abstain | Non-Votes |
Shareholder Proposal on Separation of CEO and Board Chair
| 18,407,605 | 70,552,337 | 511,226 | 24,155,360 |
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| | Votes For | Votes Against | Abstain | Non-Votes |
Shareholder Proposal on Managing Risk
| 24,806,960 | 57,803,108 | 6,861,100 | 24,155,360 |
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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.
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| | | RAYONIER INC. (Registrant) |
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| BY: | | /s/ MICHAEL R. HERMAN |
| | | Michael R. Herman |
| | | Senior Vice President and |
| | | General Counsel |
May 21, 2014
