Rayonier (RYN) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 14, 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Company completed a merger with PotlatchDeltic in January 2026, doubling timberland portfolio and adding wood products manufacturing.

• 2025 financial highlights include $474.4M net income, $248.0M adjusted EBITDA, and $256.7M cash from operations.

• Strategic priorities focus on sustainable timberland management, portfolio optimization, and land-based climate solutions.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors, approve executive compensation (say-on-pay), and ratify KPMG LLP as the independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Last year, 96.2% of votes supported executive compensation; average say-on-pay support over five years is 97%.

Board of directors and corporate governance

• Board consists of ten nominees, 80% independent, 30% female, with an average age of 62 and average tenure of 3.3 years.

• Five new non-management directors added since 2021, representing 63% refreshment.

• Board committees: Audit, Compensation, and Nominating, all with independent members.

• Board leadership structure separates Chairman and CEO roles; Lead Independent Director appointed.

• Annual board self-evaluation and director attendance at meetings exceeds 75%.