Tejon Ranch (TRC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 13, 2025, with voting on director elections, auditor ratification, executive compensation, and a shareholder proposal regarding special meeting rights.

• Board opposes three director nominees from Bulldog Investors and recommends voting only for its ten nominees using the WHITE proxy card.

• Shareholder engagement in 2024 led to board refreshment and expanded disclosure on business model and compensation.

• 2024 net income was $2.69M, down from $3.27M in 2023, due to lower mineral and farming income, partially offset by joint venture gains.

• Key operational milestones included new multifamily construction, improved outlet occupancy, and a new industrial joint venture.

Voting matters and shareholder proposals

• Proposals: (1) Elect ten directors, (2) Ratify Deloitte & Touche LLP as auditor, (3) Advisory vote on executive compensation, (4) Shareholder proposal for 10% special meeting right.

• Board recommends voting FOR its nominees, FOR auditor ratification and executive compensation, and AGAINST the shareholder proposal.

• Shareholder proposal seeks to allow 10% holders to call special meetings; Board argues this threshold is too low and could be disruptive.

Board of directors and corporate governance

• Board size set at ten after the 2025 meeting; four new directors added in 2024 to enhance diversity and expertise.

• All directors except the former CEO are independent; Chairman is independent and separate from CEO.

• Board committees (Audit, Compensation, Nominating, Real Estate) are fully independent and conduct annual self-evaluations.

• Board refreshment and succession planning were priorities, with new directors bringing expertise in real estate, finance, and law.