ryn-20240403

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement


☐			CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))


☒			Definitive Proxy Statement


☐			Definitive Additional Materials


☐			Soliciting Material Pursuant to §240.14a-12

RAYONIER INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required.


☐			Fee paid previously with preliminary materials.


☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2024 Annual Meeting of Shareholders

April 3, 2024

Dear Shareholder,

You are cordially invited to attend Rayonier Inc.’s 2024 Annual Meeting of Shareholders (“Annual Meeting”) to be held on Thursday, May 16, 2024 at 4:00 p.m. local time at Rayonier’s headquarters, 1 Rayonier Way, Wildlight, Florida 32097. At the meeting, our shareholders will be asked to:

1.Elect the nine (9) director nominees named in the Proxy Statement to terms expiring at the 2025 Annual Meeting of Shareholders;

2.Approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the accompanying Proxy Statement;

3.Ratify the appointment of Ernst & Young, LLP as our independent registered public accounting firm for 2024; and

4.Transact any other matters as may properly come before the meeting.

Shareholders of record at the close of business on March 15, 2024 are entitled to vote at the Annual Meeting and any postponement or adjournment thereof.

Once again, we are pleased to furnish our proxy materials to you over the internet, following the Securities and Exchange Commission (“SEC”) rules that allow for this option. We believe this provides the information you need in a more timely, efficient and cost-effective manner.

As always, your vote is very important. We urge you to please vote by internet, telephone or mail as soon as possible to ensure your vote is recorded promptly, even if you plan to attend the Annual Meeting.

Very truly yours,



Mark D. McHugh						Mark R. Bridwell
President and Chief Executive Officer						Senior Vice President, General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 16, 2024: This Notice of Annual Meeting of Shareholders and Proxy Statement and the 2023 Annual Report are available at www.proxyvote.com.


Rayonier Inc.						Telephone (904) 357-9100
1 Rayonier Way						Fax (904) 357-9851
Wildlight, Florida 32097

TABLE OF CONTENTS


202 4 PROXY SUMMARY			1
PROPOSAL NO. 1 — ELECTION OF DIRECTORS

SEC Form DEF 14A filed by Rayonier Inc. REIT