8-K

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)

March 20, 2020

COMMISSION FILE NUMBER 1-6780

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 class	Trading Symbol	Exchange
COMMON STOCK, $0.00 PAR VALUE	RYN	New 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.  ☐

RAYONIER INC.

TABLE OF CONTENTS

		PAGE
Item 8.01.	Other Events	1
Item 9.01.	Financial Statements and Exhibits	1
	Signature	1

ITEM 8.01 Other Events

On March 25, 2020, Rayonier Inc. (the “Company”) issued a press release announcing that Richard D. Kincaid, Chairman of the Board of Directors (the “Board”) of the Company, passed away unexpectedly on March 20, 2020. Mr. Kincaid had served as a director of the Company since 2004 and was a member of the Audit Committee and the Compensation and Management Development Committee of the Board at the time of his passing. Mr. Kincaid was a valued member of the Board and will be greatly missed.

In connection with the foregoing, the Company also announced that the Board appointed Dod A. Fraser to serve as Chairman of the Board, effective immediately.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits 

Exhibit Number	Description
99.1	Press release dated March 25, 2020
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

March 26, 2020

1

EX-99.1

Exhibit 99.1

News Release

Rayonier Announces the Passing of Board Chairman Richard D. Kincaid

WILDLIGHT, Fla. — March 25, 2020 — Rayonier Inc. (NYSE:RYN) today announced with great sadness that Richard D. Kincaid, Chairman of the Rayonier Board of Directors, passed away unexpectedly on March 20, 2020. Mr. Kincaid had served on the Rayonier Board of Directors since 2004, and was appointed Chairman in June 2014 in connection with Rayonier’s spin-off of its Performance Fibers business. Effective immediately, the Board of Directors has appointed Dod A. Fraser to serve as Chairman.

David Nunes, President and CEO commented, “We are shocked and deeply saddened by the passing of Mr. Kincaid. Richard brought a wealth of experience, wisdom and business acumen to his role as Chairman of our Board. He was also a wonderful supporter of our leadership team, as well as a great friend and mentor to me and many others at Rayonier. On behalf of our board of directors, leadership team and employees, we extend our deepest sympathies to Richard’s family. He will be greatly missed by all of us.”

About Rayonier

Rayonier is a leading timberland real estate investment trust with assets located in some of the most productive softwood timber growing regions in the United States and New Zealand. As of December 31, 2019, Rayonier owned, leased or managed approximately 2.6 million acres of timberlands located in the U.S. South (1.8 million acres), U.S. Pacific Northwest (379,000 acres) and New Zealand (414,000 acres). More information is available at www.rayonier.com.

Contacts:

Investors / Media

Mark McHugh, 904-357-9100

investorrelations@rayonier.com

NAI-1512209624v1

XML

Cover Page Cover Page	Mar. 20, 2020
Cover page.
City Area Code	904
Document Period End Date	Mar. 20, 2020
Document Type	8-K
Entity Address, Address Line One	1 Rayonier Way
Entity Address, City or Town	Wildlight
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32097
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	NC
Entity Registrant Name	RAYONIER INC
Local Phone Number	357-9100
Trading Symbol	RYN
Security Exchange Name	NYSE
Written Communications	false
Pre-commencement Tender Offer	false
Soliciting Material	false
Pre-commencement Issuer Tender Offer	false
Amendment Flag	false
Entity File Number	1-6780
Entity Tax Identification Number	13-2607329
Entity Central Index Key	0000052827
Title of 12(b) Security	COMMON STOCK, $0.00 PAR VALUE