Tejon Ranch (TRC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 13, 2025, will be held virtually, with shareholders voting on director elections, auditor ratification, executive compensation, and a shareholder proposal regarding special meetings.

• The Board opposes a dissident slate of three director nominees from Bulldog Investors and recommends voting only for the Board's ten nominees using the WHITE proxy card.

• 2024 saw the addition of four new directors as part of a Board refresh and succession planning, and the company continued to focus on sustainable development and diversified cash flow growth.

• Financial results for 2024 showed a decrease in net income to $2.69 million, primarily due to lower mineral resources and farming segment income, partially offset by improved joint venture earnings.

• Operational highlights included the start of multifamily construction at TRCC, improved outlet occupancy, and a new industrial joint venture.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) ratification of Deloitte & Touche LLP as auditor, (3) advisory approval of executive compensation, and (4) a shareholder proposal to allow 10% holders to call special meetings.

• The Board recommends voting FOR its nominees and proposals 2 and 3, and AGAINST the shareholder proposal.

• The Board opposes the special meeting proposal, citing risks of disruption and the adequacy of current governance practices.

Board of directors and corporate governance

• The Board will be reduced to ten members post-meeting, with a majority of independent directors and a separate independent Chairman.

• Four new directors joined in 2024, reflecting a focus on diversity, expertise, and succession planning.

• The Board and its committees conduct annual self-evaluations and maintain robust governance guidelines and codes of ethics.