2014 8-K Annual Meeting
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 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:
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))














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 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:
  

 
 

 
 
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
 
 
 
 
 
 
 
 
 
Broker
 
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
 
 
 
 
 
 
 
 
 
Broker
 
Votes For
Votes Against
Abstain
Non-Votes
Ratification of Auditors
112,494,727
864,689
267,112
—
 
 
 
 
 
 
 
 
 
Broker
 
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
 
 
 
 
 
 
 
 
 
Broker
 
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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Table of Contents


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/ MICHAEL R. HERMAN
 
 
Michael R. Herman
 
 
Senior Vice President and
 
 
General Counsel
May 21, 2014

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