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Rayonier (RYN) investors approve directors, executive pay and KPMG at 2026 meeting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rayonier Inc. held its 2026 Annual Meeting of Shareholders on May 14, 2026. Shareholders elected all ten director nominees to serve until the 2027 annual meeting, with each nominee receiving over 237 million votes in favor and substantial margins over votes cast against.

Investors also approved, on a non-binding advisory basis, the compensation of Rayonier’s named executive officers, with about 241.5 million votes for and 12.5 million against. In addition, shareholders ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2026, with roughly 270.1 million votes in favor.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Keith E. Bass 243,398,534 votes Director election, term expiring at 2027 annual meeting
Votes for Linda M. Breard 253,809,231 votes Director election, term expiring at 2027 annual meeting
Say-on-pay votes for 241,465,377 votes Non-binding advisory vote on executive compensation
Say-on-pay votes against 12,518,728 votes Non-binding advisory vote on executive compensation
Auditor ratification votes for 270,097,073 votes Ratification of KPMG LLP as 2026 independent auditor
Auditor ratification votes against 7,097,810 votes Ratification of KPMG LLP as 2026 independent auditor
non-binding advisory basis regulatory
"approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
named executive officers financial
"the compensation of the Company’s named executive officers as disclosed in the proxy statement"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
independent registered public accounting firm regulatory
"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes regulatory
"Broker Election of Directors, Terms Expire in 2027 | Votes For | Votes Against | Abstain | Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Annual Meeting of Shareholders regulatory
"The 2026 Annual Meeting of Shareholders of Rayonier Inc. (the “Company”) was held on May 14, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
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.  
Submission of Matters to a Vote of Security Holders.
  
1
   
Signature
  
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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

Source: View Original Filing on SEC EDGAR

FAQ

What did Rayonier Inc. (RYN) shareholders approve at the 2026 annual meeting?

Shareholders elected all ten board nominees, approved executive compensation on a non-binding advisory basis, and ratified KPMG LLP as independent registered public accounting firm for 2026, confirming support for governance, pay practices, and the external auditor.

How did Rayonier (RYN) shareholders vote on director elections in 2026?

All ten director nominees were elected to terms expiring at the 2027 annual meeting. Each nominee received at least about 237.2 million votes for, significantly exceeding votes against and abstentions, indicating broad shareholder support for the current board slate.

Was Rayonier Inc. (RYN) executive compensation approved by shareholders in 2026?

Yes. The non-binding advisory vote on named executive officer compensation received 241,465,377 votes for, 12,518,728 against, and 521,602 abstentions. This indicates shareholders generally supported Rayonier’s disclosed executive pay program as presented in the proxy statement.

Which audit firm did Rayonier (RYN) shareholders ratify for 2026?

Shareholders ratified KPMG LLP as Rayonier Inc.’s independent registered public accounting firm for 2026, with 270,097,073 votes for, 7,097,810 against, and 260,282 abstentions, signaling strong shareholder acceptance of KPMG’s continued role as external auditor.

When was Rayonier Inc. (RYN) 2026 annual shareholder meeting held?

The 2026 Annual Meeting of Shareholders was held on May 14, 2026. At this meeting, investors voted on director elections, an advisory resolution on executive compensation, and the ratification of KPMG LLP as the independent registered public accounting firm for 2026.

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