Potlatch Stockholders Approve Rayonier Merger, Reject Executive Pay

Potlatch held a virtual special meeting to vote on proposals related to its previously announced merger with Rayonier Inc.

Jan. 31, 2026 at 7:55am

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Potlatch (NASDAQ:PCH) held a virtual special meeting of stockholders on January 27, 2026 to vote on proposals related to its previously announced merger agreement with Rayonier Inc. Shareholders approved the merger proposal but rejected the executive compensation plan.

Why it matters

The merger between Potlatch and Rayonier, two major timber and real estate investment trust (REIT) companies, will create a combined entity with significant timberland holdings and manufacturing capabilities across the United States. The shareholder vote rejecting the executive compensation plan signals concerns over executive pay practices.

The details

During the meeting, Potlatch's Board Chair Mike Covey introduced members of management in attendance, including President and CEO Eric Cremers, CFO Wayne Wasechek, and General Counsel Michele Tyler. Tyler reported that a majority of the company's voting power was represented, establishing a quorum. The two proposals put to a vote were the merger agreement with Rayonier and the executive compensation plan, with shareholders approving the merger but rejecting the pay plan.

  • The special meeting was held on January 27, 2026.
  • The polls opened for online voting during the meeting and closed at 9:06 AM Pacific Time.

The players

Potlatch Corporation

A real estate investment trust (REIT) specializing in the ownership and sustainable management of timberland, with approximately two million acres of forested land across the United States.

Rayonier Inc.

A forest products company that Potlatch has agreed to merge with in a previously announced deal.

Mike Covey

Board Chair of Potlatch Corporation.

Eric Cremers

President and CEO of Potlatch Corporation.

Wayne Wasechek

CFO of Potlatch Corporation.

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What they’re saying

“The meeting was chaired by Board Chair Mike Covey and conducted through an online portal in accordance with the company's bylaws and Delaware law.”

— Mike Covey, Board Chair

“Tyler said that as of the record date there were 77,416,980 shares of common stock outstanding and that holders of a majority of the company's voting power were represented either virtually or by proxy, establishing a quorum.”

— Michele Tyler, General Counsel and Corporate Secretary

What’s next

The company stated that the final voting results would be set forth in the inspector of election's report, included in the meeting minutes, and reported within four business days in a Form 8-K filing with the U.S. Securities and Exchange Commission.

The takeaway

The shareholder approval of the Rayonier merger proposal signals confidence in the strategic rationale behind the deal, while the rejection of the executive compensation plan suggests shareholders are closely scrutinizing pay practices at the combined company.