POTLATCHDELTIC CORP 8-K

What Happened

• PotlatchDeltic Corporation announced that at a special meeting of stockholders on January 27, 2026, holders approved the Agreement and Plan of Merger with Rayonier Inc. Under the merger, PotlatchDeltic will merge into Redwood Merger Sub, a Rayonier subsidiary, with Merger Sub surviving as a wholly owned subsidiary of Rayonier. The companies expect the Merger to close on or around January 30, 2026, subject to customary closing conditions.
• A joint press release announcing the special meeting results was filed as Exhibit 99.1.

Key Details

• Quorum: 65,418,226 shares present or represented out of 77,416,980 shares outstanding as of the Dec 26, 2025 record date.
• Merger Agreement (Proposal 1) vote: 65,171,046 For; 79,564 Against; 167,616 Abstentions.
• Advisory executive compensation (Proposal 2) vote: 18,591,498 For; 46,538,257 Against; 288,471 Abstentions — the non‑binding compensation proposal was not approved.
• The Special Meeting was not adjourned because there were sufficient votes to approve the merger agreement.

Why It Matters

• The approved merger agreement is the primary actionable step toward combining PotlatchDeltic and Rayonier; completion is expected imminently (around Jan 30, 2026) but remains subject to closing conditions.
• The failed non‑binding vote on merger‑related executive compensation signals shareholder concern about pay in connection with the transaction; while advisory only, it may influence post‑closing governance or compensation discussions.
• Investors should note the companies filed a joint press release and included customary forward‑looking disclaimers; transaction timing and expected benefits remain conditional and could change if closing conditions are not met.