-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IioWpyN6f+lXBSTCqGnE8ZtxcIEFHilegzBuzexUtbnime3eEZoyv6Pk0LdG3Qcq Ca69HyjjMJafiWD21KHAwQ== 0001181431-08-067782.txt : 20081217 0001181431-08-067782.hdr.sgml : 20081217 20081217104631 ACCESSION NUMBER: 0001181431-08-067782 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081211 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081217 DATE AS OF CHANGE: 20081217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAYONIER INC CENTRAL INDEX KEY: 0000052827 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 132607329 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06780 FILM NUMBER: 081254006 BUSINESS ADDRESS: STREET 1: 50 NORTH LAURA ST STREET 2: SUITE 1900 CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9043579100 MAIL ADDRESS: STREET 1: 50 NORTH LAURA ST STREET 2: SUITE 1900 CITY: JACKSONVILLE STATE: FL ZIP: 32202 FORMER COMPANY: FORMER CONFORMED NAME: ITT RAYONIER INC /CT/ DATE OF NAME CHANGE: 19940422 FORMER COMPANY: FORMER CONFORMED NAME: ITT RAYONIER INC DATE OF NAME CHANGE: 19920703 8-K 1 rrd226601.htm Prepared By R.R. Donnelley Financial -- Form 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):  12/11/2008
 
RAYONIER INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-6780
 
North Carolina
  
13-2607329
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
50 North Laura Street
Jacksonville, Florida
32202
(Address of principal executive offices, including zip code)
 
904-357-9100
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
2009 Class Performance Share Award Program

On December 11, 2008, the Compensation and Management Development Committee approved the Rayonier 2009 Class Performance Share Award Program (the "2009 Performance Share Program") under the Rayonier Incentive Stock Plan. The 2009 Performance Share Program provides for the payment of Rayonier shares ranging between 0% and 175% of target awards based on Rayonier's Total Shareholder Return performance against an identified peer group over a three year period. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the 2009 Performance Share Program, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits.
Exhibit 10.1 2009 Rayonier Performance Share Award Program.
 

 

Signature(s)
 
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.
 
 
Date: December 17, 2008
     
By:
 
/s/    Hans E. Vanden Noort

               
Hans E. Vanden Noort
               
Senior Vice President and Chief Financial Officer
 
 


 

Exhibit Index
 
Exhibit No.

  
Description

EX-10.1
  
2009 Rayonier Performance Share Award Program
EX-10.1 2 rrd226601_26788.htm 2009 RAYONIER PERFORMANCE SHARE AWARD PROGRAM HA Agenda

Rayonier

2009 Performance Share Award Program

The number of shares to which a participant could become entitled under the 2009 Performance Share Award Program (the "Program") can range from 30% to a maximum of 175% of the Target Award depending on Rayonier's total shareholder return ("TSR") performance for the three-year Performance Period of January 1, 2009 through December 31, 2011, as compared to the TSR performance of the designated peer group companies for the same period. There will be no payout if results fall below the 30th percentile performance threshold.

        • TSR is defined as stock price appreciation plus the reinvestment of dividends on a quarterly basis. For purposes of performance measurement, TSR shall be the final reported figure as may be adjusted by the Committee for unusual items to avoid distortion in the operation of the Program.
        • TSR over the 3-year period will be calculated by measuring the value of a hypothetical $100 investment in Rayonier shares as compared to an equal investment in each of the peer group companies.
        • TSR calculations of stock price appreciation will be the average of the closing prices of Rayonier common shares and that of each of the peer group companies for the 20 trading days preceding the starting and ending dates of the Performance Period.

The final number of shares in an Award will be determined as follows:

  • The TSR performance of Rayonier and the peer group companies will be calculated and Rayonier's relative performance, on a percentile basis, is determined.
  • The payout percentage of Target Award based on Rayonier's percentile TSR performance against the peer group companies will be calculated per the following table:

Percentile Rank

Award (Expressed As Percent of Target Award)

80th and Above

175%

61st -79th

100%, plus 3.75% for each incremental percentile position over the 60th percentile

60th

100%

31st - 59th

30%, plus 2.33% for each incremental percentile position over the 30th percentile

30th

30%

Below 30th

0%

        • The payout percentage may not exceed 150% of target awards if Rayonier's TSR for the Performance Period is negative.
        • Payment, if any, is to be made in Rayonier Common Shares, and may be offset, to the extent allowed under applicable regulations, by the number of shares equal in value to the amount needed to cover associated tax liabilities.
        • Payment will be made as soon as practicable following the completion of the Performance Period.
        • Target awards will be prorated in cases of retirement, death, or disability in accordance with Plan provisions.

 

 

2009

Performance Share Award Program

(January 1, 2009 - December 31, 2011)

Peer Group Companies

Abitibi/Bowater

Buckeye Technologies

Cousins Properties

Deltic Timber

Forestar

International Paper

Mead-Westvaco

Neenah Paper

Potlatch Corporation

Plum Creek

Sappi

St. Joe Company

Tembec

TimberWest

Weyerhaeuser

 

 

 

 

Administration

December 2008

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