Tejon Ranch (TRC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, with both in-person and virtual attendance options.

• 2025 saw expansion at the Commerce Center, progress in residential development, and governance enhancements.

• Net income for 2025 was $75,000, down from $2.7 million in 2024, due to higher one-time expenses and lower joint venture earnings, partially offset by improved farming and land sales.

• Leadership transition occurred in 2025, with a new CEO and CFO appointed.

Voting matters and shareholder proposals

• Election of nine directors.

• Amendment to allow shareholders with at least 25% ownership to call special meetings.

• Amendment to extend advance notice for director nominations and proposals to 90–120 days before meetings.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

• Board size reduced from 10 to 9, with further reduction to 7 planned by 2027.

• Chairman and CEO roles are separated; Chairman is independent.

• Board refreshment ongoing, with half of current directors joining in the past two years.

• All directors except one are independent under NYSE standards.

• Executive Committee eliminated in March 2026.