Additional Proxy Soliciting Materials (definitive) (defa14a)
03 Abril 2017 - 9:34AM
Edgar (US Regulatory)
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:
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Preliminary Proxy Statement
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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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 the appropriate box):
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☒
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No fee required.
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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*** Exercise Your
Right
to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 18, 2017.
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RAYONIER INC.
RAYONIER INC.
225 WATER STREET
SUITE 1400
JACKSONVILLE, FLORIDA 32202
ATTN: LAURA L. DAVIS
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Meeting Information
Meeting Type:
Annual Meeting
For holders as of:
March 17, 2017
Date:
May 18, 2017
Time:
4:00 PM EDT
Location:
DoubleTree Hotel Jacksonville Riverfront
1201 Riverplace Blvd.
Jacksonville, Florida 32207
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You are receiving this communication because you hold shares
in the company named above.
This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at
www.proxyvote.com
or easily request a paper copy (see
reverse side).
We encourage you to access and review all of the important information
contained in the proxy materials before voting.
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See the reverse side of this
notice to obtain proxy materials and voting instructions.
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Before You
Vote
How to Access the Proxy Materials
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Proxy Materials Available to VIEW or RECEIVE:
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NOTICE AND PROXY
STATEMENT ANNUAL REPORT
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How to View Online:
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Have the information that is printed in the box marked by the arrow
(located on the following page) and visit:
www.proxyvote.com.
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How to Request and Receive a PAPER or E-MAIL
Copy:
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If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy.
Please choose one of the following methods to make your request:
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1)
BY INTERNET
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www.proxyvote.com
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2)
BY TELEPHONE
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1-800-579-1639
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3)
BY
E-MAIL*
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sendmaterial@proxyvote.com
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* If requesting materials by e-mail, please send a
blank e-mail with the information that is printed in the box marked by the arrow
(located on the following page) in the subject line.
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Requests,
instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 4, 2017 to facilitate timely delivery.
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How To
Vote
Please Choose One of the Following Voting Methods
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Vote In Person:
Many shareholder meetings have attendance requirements including, but not limited to, the possession
of an attendance ticket issued by the entity
holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
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Vote By Internet:
To vote now by Internet, go to
www.proxyvote.com.
Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
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Vote By Mail:
You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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The Board of Directors recommends you vote FOR the following proposals:
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1.
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Election of Directors
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Nominees:
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1a.
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Richard D. Kincaid
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1b.
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John A. Blumberg
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1c.
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Dod A. Fraser
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1d.
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Scott R. Jones
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1e.
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Bernard Lanigan, Jr.
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1f.
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Blanche L. Lincoln
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1g.
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V. Larkin Martin
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1h.
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David L. Nunes
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1i.
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Andrew G. Wiltshire
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2.
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Approval, on a
non-binding
advisory basis, of the compensation of our named executive officers as disclosed in the proxy statement.
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The Board of Directors recommends you vote 1 year on the following proposal:
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3.
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To recommend, by
non-binding
vote, whether the vote of our named executive officers
compensation should occur every one, two or three years.
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The Board of Directors recommends you vote FOR the following proposals:
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4.
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Approval of the material terms under the Rayonier
Non-Equity
Incentive Plan, as amended, for purposes
of Section 162(m) of the Internal Revenue Code.
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5.
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Approval of the material terms under the Rayonier Incentive Stock Plan, as amended, for purposes of Section 162(m) of the Internal Revenue
Code.
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6.
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Approval of an annual limit on awards to
Non-Employee
Directors under the Rayonier Incentive Stock
Plan.
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7.
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Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2017.
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NOTE:
Such other business as may properly come before
the meeting or any adjournment thereof.
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