Item 5.07. Submission of Matters to a Vote of Security Holders

A special meeting of the unitholders of Pope Resources, A Delaware Limited Partnership ("Pope") was held on May 5, 2020 (the "Meeting"). For more information about the proposals set forth below, please see Pope's definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2020. At the close of business on March 30, 2020, the record date of the Meeting, 4,367,215 units were issued and outstanding. The holders of a total of 3,185,849 units voted in person or by proxy at the Meeting, representing approximately 72.94% of the number of units entitled to vote at the Meeting. The number of votes cast for, against, as well as abstentions and broker non-votes, with respect to each matter is set forth below.





    1.   The unitholders approved (i) the Agreement and Plan of Merger, dated
         January 14, 2020, as amended by Amendment No. 1, dated as of April 1,
         2020 (as it may be amended from time to time, the "Merger Agreement")
         with Rayonier Inc., a North Carolina corporation ("Rayonier"), Rayonier,
         L.P., a Delaware limited partnership whose general partner is Rayonier,
         Rayonier Operating Company LLC, a Delaware limited liability company and
         a wholly owned subsidiary of Rayonier ("ROC"), Rayonier Operating Company
         Holdings, LLC, a Delaware limited liability company and a wholly owned
         subsidiary of Rayonier, Pacific GP Merger Sub I, LLC, a Delaware limited
         liability company and a wholly owned subsidiary of Rayonier, Pacific GP
         Merger Sub II, LLC, a Delaware limited liability company and a wholly
         owned subsidiary of Rayonier, Pacific LP Merger Sub III, LLC, a Delaware
         limited liability company and a wholly owned subsidiary of ROC ("Merger
         Sub 3"), Pope, Pope EGP, Inc., a Delaware corporation, and Pope MGP,
         Inc., a Delaware corporation and the managing general partner of Pope and
         (ii) the merger of Pope with Merger Sub 3 (the "Merger"), with Pope
         surviving the Merger as a wholly owned subsidiary of ROC and (iii) the
         other transactions contemplated by the Merger Agreement, as follows:




                           For                3,151,756

                           Against            29,674

                           Abstain            4,419

                           Broker Non Votes   N/A




    2.   The unitholders approved, on an advisory basis, the compensation that may
         be paid or may become payable to Pope's named executive officers in
         connection with, or following, the Merger, as follows:




                           For                3,078,140

                           Against            58,437

                           Abstain            49,272

                           Broker Non Votes   N/A

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    3.   The unitholders approved the adjournment of the Meeting, if necessary or
         appropriate, to solicit additional proxies in the event there were
         insufficient votes at the time of the Meeting to approve Merger
         Agreement, as follows:




                           For                3,144,612

                           Against            35,466

                           Abstain            5,771

                           Broker Non Votes   N/A


Item 8.01. Other Events.

On May 5, 2020, Pope issued a press release announcing the results of the Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





               Exhibit No.   Description

               99.1            Press Release, dated May 5, 2020

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