Tejon Ranch (TRC) Proxy Filing summary

Executive summary

• Annual meeting will address director elections, auditor ratification, executive compensation, and a shareholder proposal on special meeting rights.

• Bulldog Investors is running a dissident slate of up to three director nominees; the Board opposes these and recommends voting only for its ten nominees.

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

• Operational highlights include new multifamily construction, improved outlet occupancy, and a new industrial JV.

• The company emphasizes long-term value creation through real estate development and diversified cash flow.

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, for auditor ratification and executive compensation, and against the special meeting proposal.

• The Board argues the 10% threshold for special meetings is too low and could allow a small minority to disrupt operations.

Board of directors and corporate governance

• Four new directors joined in 2024 as part of a board refresh and succession planning, increasing diversity and expertise.

• The Board is reducing its size from eleven to ten after the 2025 meeting.

• All directors except the outgoing CEO are independent; the Chairman is also independent.

• The Board’s leadership structure separates the Chairman and CEO roles.

• Standing committees include Executive, Audit, Compensation, Real Estate, and Nominating, all with independent members.