Potlatch (NASDAQ:PCH) held a virtual special meeting of stockholders on Jan. 27, 2026, to vote on proposals related to its previously announced merger agreement with Rayonier Inc. 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.
Meeting setup and quorum
Covey opened the meeting shortly after 9:00 a.m. Pacific Time and introduced members of management in attendance, including President and CEO Eric Cremers, CFO Wayne Wasechek, and General Counsel and Corporate Secretary Michele Tyler. Covey said the board designated Cremers, Wasechek, and Tyler to act as proxies for the meeting.
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.
Proposals presented to stockholders
The company’s proxy statement dated Dec. 23, 2025 outlined three proposals for the special meeting. However, the chair noted that the third item—an adjournment proposal—would not be necessary if the merger agreement proposal was approved.
Tyler presented the two proposals that were put to a vote:
- Proposal 1: Adoption of the Agreement and Plan of Merger dated Oct. 13, 2025, by and among PotlatchDeltic Corporation, Rayonier Inc., and Redwood Merger Sub LLC (a direct wholly owned subsidiary of Rayonier). Under the agreement, PotlatchDeltic would be merged with and into Redwood Merger Sub LLC, with Redwood Merger Sub LLC as the surviving entity. The board recommended stockholders vote “for” the proposal.
- Proposal 2: A non-binding advisory vote to approve certain compensation that may be paid or become payable to PotlatchDeltic’s named executive officers in connection with the merger transactions. The board also recommended stockholders vote “for” the proposal.
Voting process and preliminary results
The polls opened for online voting during the meeting, with stockholders able to vote or change previous voting instructions while the polls remained open. Covey closed the polls at 9:06 a.m. Pacific Time, stating no additional ballots, proxies, or changes would be accepted after that time.
Tyler then reported preliminary results provided by the inspector of election:
- Proposal 1 received the affirmative vote of a majority of the outstanding shares of PotlatchDeltic common stock entitled to vote at the special meeting.
- Proposal 2 received a negative vote of over 70% of the votes represented in person, virtually, or by proxy and entitled to vote.
Adjournment proposal not presented; next steps
Because the merger agreement proposal was approved and no other matters were brought before stockholders, the company said it would not present the adjournment proposal for a vote.
Tyler emphasized that the results announced during the meeting were preliminary. She said 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.
Covey then adjourned the meeting and thanked stockholders for attending.
About Potlatch (NASDAQ:PCH)
PotlatchDeltic Corporation, which trades on the NASDAQ under the ticker PCH, is a real estate investment trust (REIT) specializing in the ownership and sustainable management of timberland. Headquartered in Spokane, Washington, the company holds approximately two million acres of forested land across the United States. Its integrated business model combines timberland stewardship with manufacturing and marketing of wood products to serve residential, agricultural and industrial markets.
In its timberland segment, PotlatchDeltic focuses on responsible forest management practices, including reforestation, habitat conservation and wildfire mitigation.
