Rayonier Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten director nominees named in the Proxy Statement to terms expiring at the 2027 Annual Meeting.

2. 2

   Non-binding advisory vote to approve the compensation of our named executive officers (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement (CD&A, executive compensation tables and related material).

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation program as disclosed in the CD&A and related tables. Management is seeking this endorsement to validate its pay-for-performance approach, which emphasizes a majority of “at-risk” compensation through annual bonuses tied to Adjusted EBITDA and long-term incentives split between performance shares (relative TSR) and time-based restricted stock units. The Compensation Committee highlights that the program aligns executives with long-term shareholder value, includes governance safeguards such as clawback policies, stock ownership requirements, prohibitions on hedging/pledging, and a cap on performance share payouts when TSR is negative. The proxy also notes contextual factors affecting 2025 compensation decisions, including asset dispositions, an organizational restructuring, the divestiture of a New Zealand joint venture and the merger-of-equals with PotlatchDeltic, all of which influenced bonus funding and long-term award treatment. Management emphasizes that past shareholder support has been strong (96.2% in the prior year), and the Committee will consider the advisory vote when setting future compensation. The recommendation to vote FOR rests on the Committee’s view that the compensation framework incentivizes sustainable performance, promotes retention through multi-year vesting, and aligns peer-relative metrics for long-term awards. Although the vote is non-binding, a favorable outcome provides governance validation; conversely, a negative outcome would prompt the Committee to reassess program design and shareholder engagement. The proposal therefore balances incentive alignment, retention and governance controls in the context of significant corporate transactions and seeks shareholder confirmation of that balance.

3. 3

   Ratification of independent registered public accounting firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as independent registered public accounting firm for 2026.

Upcoming shareholder meetings at Rayonier Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Rayonier Inc 2026 annual meeting?

Rayonier Inc (RYN) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the Rayonier Inc 2026 meeting?

The record date for the Rayonier Inc 2026 meeting is Tuesday, March 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Rayonier Inc's 2026 meeting?

The board is presenting 10 director nominees at the Rayonier Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Rayonier Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Rayonier Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.