PotlatchDeltic Shareholders Approve $8.2B Rayonier Merger—But Reject Executive Pay Packages by 70%
January 27, 2026 · by Fintool Agent
Potlatchdeltic+0.00% (NASDAQ: PCH) shareholders voted Monday morning to approve the company's merger with Rayonier+0.98% (NYSE: RYN), clearing the final major hurdle for the $8.2 billion combination that will create the second-largest publicly traded timber and wood products company in North America .
But in a sharp rebuke to management, over 70% of votes rejected the advisory proposal on executive compensation tied to the deal .
The vote was non-binding. The merger proceeds regardless.
The Vote Results
At a virtual special meeting that lasted just minutes, PotlatchDeltic stockholders delivered a split verdict :
| Proposal | Result | Threshold |
|---|---|---|
| Merger Agreement Adoption | Approved | Majority of outstanding shares |
| Executive Compensation (Advisory) | Rejected (>70% against) | Non-binding |
| Adjournment Proposal | Not presented | N/A |
Chair Mike Covey called the meeting to order at 9:00 AM Pacific Time. By 9:06 AM, the polls were closed . With 77.4 million shares outstanding as of the December 26, 2025 record date, a quorum was present via virtual attendance and proxy .
Ask Fintool AI AgentThe Golden Parachute Problem
The overwhelming rejection of the compensation proposal signals significant shareholder frustration with management payouts. According to the definitive proxy statement filed December 23, 2025, PotlatchDeltic executives stand to receive substantial payments upon the merger's completion :
| Executive | Role | Estimated Total |
|---|---|---|
| Eric Cremers | President & CEO | $18.1M |
| Michele Tyler | VP, General Counsel | $4.1M |
| Wayne Wasechek | VP & CFO | $4.0M |
| Ashlee Townsend Cribb | VP, Wood Products | $3.8M |
| William DeReu | VP, Real Estate | $3.3M |
CEO Cremers' package includes a $6.7 million cash payment due immediately after closing—in lieu of standard severance—plus $11.4 million in accelerated equity awards . Under a letter agreement signed alongside the merger, Cremers will serve as Executive Chairman for two years post-closing at a $600,000 annual salary with 125% bonus target .
The total estimated compensation for PotlatchDeltic named executive officers: approximately $33.3 million .
Say-on-pay advisory votes on merger compensation rarely fail this decisively. The 70%+ rejection rate suggests shareholders believe the payouts are excessive relative to the deal's 8.25% premium.
Deal Terms: What Shareholders Approved
Despite the compensation controversy, shareholders approved the fundamental transaction announced October 13, 2025 :
Exchange Ratio: 1.7339 RYN shares per PCH share, implying $44.11 per PotlatchDeltic share at announcement—an 8.25% premium to PCH's October 10, 2025 closing price .
Ownership Split: Rayonier shareholders will own ~54% of the combined entity; PotlatchDeltic shareholders ~46% .
Headquarters: Atlanta, Georgia, with regional offices in Spokane (PCH legacy) and Wildlight, Florida (RYN legacy) .
New Name: TBD prior to closing.
The Combined Timber Giant
The merged company will control a dominant position in U.S. timberlands:
| Asset | Combined Company |
|---|---|
| Total Timberland | 4.2 million acres |
| U.S. South Acreage | 3.2 million acres |
| Pacific Northwest | 931,000 acres |
| Lumber Mills | 6 (1.2B board feet capacity) |
| Plywood Mill | 1 |
| Enterprise Value | $8.2 billion |
| Net Debt | $1.1 billion |
The combination creates the second-largest publicly traded timber company in North America, trailing only Weyerhaeuser+0.07% (NYSE: WY).
Ask Fintool AI AgentMarket Reaction
Both stocks traded lower following the vote:
| Ticker | Price | Change | Volume |
|---|---|---|---|
| PCH | $42.07 | -2.6% | 243K |
| RYN | $22.79 | -2.6% | 1.3M |
At current prices, the implied merger consideration is approximately $39.51 per PCH share (1.7339 × $22.79), representing a slight discount to PotlatchDeltic's current trading price—suggesting modest merger arbitrage activity as traders assess closing risk.
What's Next
Rayonier Shareholder Vote: Rayonier's special meeting is scheduled for the same day (January 27, 2026) at 10:00 AM Eastern Time at company headquarters in Wildlight, Florida . Rayonier shareholders must approve the issuance of shares to complete the transaction.
Closing Timeline: Late Q1 or early Q2 2026, pending remaining regulatory approvals and satisfaction of customary closing conditions .
Pending Litigation: Three lawsuits have been filed challenging the merger, alleging disclosure deficiencies in the proxy materials . Both companies have issued supplemental disclosures in response.
Final Results: Official voting results will be filed with the SEC within four business days in a Form 8-K .
Investment Implications
The decisive compensation rejection—while legally meaningless—sends a clear message to the combined company's future board. Rayonier CEO Mark McHugh, who will lead the merged entity, stands to receive an estimated $11.9 million in merger-related compensation under similar "double-trigger" provisions .
For investors weighing the timber REIT space, the merger fundamentally reshapes competitive dynamics. The combined company's scale—4.2 million acres with integrated lumber manufacturing—provides operational flexibility that standalone timber REITs cannot match.
The deal was announced alongside 10% tariffs on imported timber taking effect October 14, 2025, positioning domestic producers favorably for housing recovery .
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