FORM DEF 14A RAYONIER INC - ryn Filed: March 27, 2002 (period: May 16, 2002) Official notification to shareholders of matters to be brought to a vote (Proxy) ================================================================================ 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 (Amendment No. ) Filed by the Registrant [_] Filed by a Party other than the Registrant [_] Check the appropriate box: [_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6(E)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 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): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: ---------------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ---------------------------------------------------------------------------- (3) 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): ---------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ---------------------------------------------------------------------------- (5) Total fee paid: ---------------------------------------------------------------------------- [_] Fee paid previously with preliminary materials. [_] 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. (1) Amount Previously Paid: ---------------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ---------------------------------------------------------------------------- (3) Filing Party: ---------------------------------------------------------------------------- (4) Date Filed: Source: RAYONIER INC, DEF 14A, March 27, 2002 ---------------------------------------------------------------------------- Notes: Reg. (S) 240.14a-101. SEC 1913 (3-99) Source: RAYONIER INC, DEF 14A, March 27, 2002 Corporate Headquarters [Rayonier LOGO] March 28, 2002 Dear Shareholder: The Notice of Annual Meeting and Proxy Statement for the 2002 Annual Meeting of Rayonier Shareholders are enclosed. We have reformatted the Proxy Statement this year to make it easier for you to read and understand, and welcome any comments you may have on the new format. As in previous years, the 2002 Annual Meeting is intended to be business only. The one formal item on the agenda is the election of three directors. The Proxy Statement provides information about each nominee. We do not expect any other items of business to be raised, and no speeches or presentations are planned. We hope you find our new Proxy Statement format helpful, and urge you to vote your shares promptly. As always, your vote is important. Sincerely yours, /s/ W.L. Nutter W. L. NUTTER Chairman, President and Chief Executive Officer RAYONIER INC. 50 NORTH LAURA STREET . JACKSONVILLE, FL 32202 TELEPHONE (904) 357-9100 . FAX (904) 357-9101 Source: RAYONIER INC, DEF 14A, March 27, 2002 Corporate Headquarters [LOGO] Rayonier NOTICE OF ANNUAL MEETING March 28, 2002 Notice is hereby given that the 2002 Annual Meeting of the Shareholders of Rayonier Inc., a North Carolina corporation, will be held at the Omni Jacksonville Hotel, 245 Water Street, Jacksonville, Florida on Thursday, May 16, 2002 at 4:00 P.M., local time, for purposes of: 1) electing three Class II directors; and 2) acting upon such other matters as may properly come before the meeting. All Rayonier shareholders of record at the close of business on March 18, 2002 are entitled to vote at the meeting. This notice and the accompanying Proxy Statement and proxy card are first being mailed to shareholders on or about March 28, 2002. We urge you to vote your shares over the Internet, by telephone or through the mail at the earliest convenience. /s/ W. Edwin Frazier III W. EDWIN FRAZIER, III Corporate Secretary RAYONIER INC. 50 NORTH LAURA STREET . JACKSONVILLE, FL 32202 TELEPHONE (904) 357-9100 . FAX (904) 357-9101 Source: RAYONIER INC, DEF 14A, March 27, 2002 PROXY STATEMENT TABLE OF CONTENTS ----------------- QUESTIONS AND ANSWERS................................................................ 1 ELECTION OF DIRECTORS................................................................ 4 Information as to Nominees for Election to the Board of Directors................. 4 Information as to Other Directors................................................. 5 Committees of the Board of Directors.............................................. 6 Directors' Compensation........................................................... 7 Directors' Charitable Award Program............................................... 7 REPORT OF THE AUDIT COMMITTEE........................................................ 8 Information Regarding Independent Auditors........................................ 8 REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE............................................................. 9 EXECUTIVE COMPENSATION............................................................... 12 Summary Compensation Table........................................................ 12 Option Grants in Last Fiscal Year................................................. 14 Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Values. 14 Awards of Contingent Performance Shares in Last Fiscal Year....................... 15 Other Executive Compensation...................................................... 15 SHARE OWNERSHIP...................................................................... 18 Principal Holders of Common Shares................................................ 18 Section 16 Reports................................................................ 19 Share Ownership Guidelines for Directors and Senior Management.................... 20 SHAREHOLDER PERFORMANCE GRAPH........................................................ 21 MISCELLANEOUS........................................................................ 22 Costs of Proxy Solicitation....................................................... 22 Annual Reports.................................................................... 22 APPENDIX A........................................................................... A-1 Source: RAYONIER INC, DEF 14A, March 27, 2002 PROXY STATEMENT Annual Meeting of Shareholders Thursday, May 16, 2002 QUESTIONS AND ANSWERS ----------------- Q: WHAT AM I VOTING ON? A: You are being asked by the Company to vote on the re-election of three directors, Paul G. Kirk, Jr., Carl S. Sloane and Gordon I. Ulmer. For more information on each nominee, turn to "Information as to Nominees for Election to the Board of Directors" beginning on page 4. Q: WHO IS ENTITLED TO VOTE? A: Each of the 27,611,356 recordholders of Rayonier common stock ("Common Shares") at the close of business on March 18, 2002 is entitled to one vote for each share they own. Q: HOW DO I VOTE? A: You can vote in any one of the following ways: . You can vote on the Internet by following the "Vote by Internet" instructions on your proxy card. If you vote on the Internet, you do not need to mail in your proxy card. You can vote by telephone by following the "Vote by Telephone" instructions on your proxy card. If you vote by telephone, you do not need to mail in your proxy card. You can vote by mail by signing and dating your proxy card, and mailing it in the enclosed prepaid envelope. If you mark your voting instructions on the proxy card, your shares will be voted as you instruct. If you return a signed card but do not provide voting instructions, your shares will be voted for the three named nominees for election as directors. You can vote in person at the Annual Meeting by delivering your completed proxy card in person at the Annual Meeting or by completing a ballot available upon request at the meeting. However, if you hold your shares in a bank or brokerage account rather than in your own name, you must obtain a legal proxy from your stockbroker in order to vote at the meeting. Regardless of how you choose to vote, your vote is important and we encourage you to vote promptly. Q: IS MY VOTE CONFIDENTIAL? A: Proxy cards, ballots and reports of voting results that identify individual shareholders are mailed or returned directly to Automatic Data Processing, Inc., our vote tabulator, and handled in a manner that protects your privacy. Your vote will not be disclosed except: . as needed to permit Automatic Data Processing to tabulate and certify the vote; . as required by law; 1 Source: RAYONIER INC, DEF 14A, March 27, 2002 . if we determine