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.

• Bulldog Investors, LLP, has nominated three director candidates in opposition to the Board’s slate, resulting in a contested election and the use of a universal proxy card listing all nominees.

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

• Shareholder engagement efforts in 2024 included expanded disclosures and direct outreach to holders of 64% of shares, with feedback influencing board refreshment and compensation practices.

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 opposes the shareholder proposal, citing risks of disruption and a preference for a higher threshold for special meetings.

• Universal proxy card lists both Board and Bulldog nominees; shareholders may vote “FOR” up to ten nominees in total.

Board of directors and corporate governance

• Four new directors were added in 2024 as part of succession planning and board refreshment, increasing diversity and expertise.

• The Board is reducing its size from eleven to ten directors after the meeting.

• All directors except the former CEO are independent; the Chairman is an independent director.

• Board committees (Audit, Compensation, Nominating, Real Estate) are composed entirely of independent directors.

• Annual board and committee self-evaluations are conducted.