RAYONIER INC 8-K

What Happened

• Rayonier filed an 8-K on Feb 2, 2026 reporting that the previously announced merger with PotlatchDeltic closed (Effective Time: January 30, 2026). The combined company’s Board was reconstituted to ten directors and several PotlatchDeltic executives and directors joined Rayonier’s board and management. Eric J. Cremers (former PotlatchDeltic CEO) was named Executive Chairman for a two‑year term and Mark D. McHugh will serve as President and Chief Executive Officer under a four‑year employment agreement.

Key Details

• Closing date: January 30, 2026; press release announcing completion attached as Exhibit 99.1.
• New Rayonier Board (10 directors): Keith E. Bass; Linda M. Breard; Michael J. Covey; Eric J. Cremers; Gregg A. Gonsalves; Scott R. Jones; D. Mark Leland; Mark D. McHugh; Ann C. Nelson; Lenore M. Sullivan.
• Management and pay commitments:
  • Mark D. McHugh: 4‑year CEO term, $950,000 base salary, annual cash incentive target 150% of base, annual long‑term incentive grants with grant‑date fair value of $3,600,000.
  • Eric J. Cremers: 2‑year Executive Chairman term, $600,000 base salary, annual cash incentive target 125% of base, long‑term incentive awards equal to 300% of base starting in fiscal 2027; one‑time lump sum cash payment of $6,728,305 and full vesting of his outstanding equity awards.
• Bylaw changes: Rayonier amended and restated its bylaws to (i) formalize Cremers as Executive Chair for two years and McHugh as CEO, and (ii) require at least 75% of then‑serving directors to adopt any resolution before the second anniversary that would remove or replace either McHugh as CEO or Cremers as Executive Chairman.
• Committees reconstituted (Audit; Compensation & Management Development; Nominating & Corporate Governance) with specified memberships listed in the filing.

Why It Matters

• The merger closed and produced immediate, material changes to governance and executive compensation that investors should note: a reconstituted board with members from both legacy companies, multi‑year employment commitments to the new CEO and Executive Chairman, a substantial one‑time cash payment and accelerated vesting for the incoming Executive Chairman, and bylaw protections that limit the board’s ability to change those leadership roles for two years without a supermajority. These items affect corporate governance, near‑term cash and equity compensation expense, and who will run the combined company going forward.