GLENBROOK CAPITAL MANAGEMENT RELEASES OPEN LETTER TO TEJON RANCH BOARD CALLING FOR TRANSPARENCY
Urges Company to Conduct Periodic Investor Calls and Adopt Investor Outreach Program
Believes Transparency and Engagement Will Help Unlock Tejon's Value
PALO ALTO, Calif., May 23, 2024 /PRNewswire/ -- Glenbrook Capital Management ("Glenbrook" or "we"), a long-time shareholder of Tejon Ranch Co. (NYSE:TRC) ("Tejon"), today issued the following open letter to the Chairman of the Nominating and Corporate Governance Committee of Tejon's Board of Directors
May 23, 2024
Tejon Ranch Co.
P.O. Box 1000
Tejon Ranch, California 93243
Attn: Michael H. Winer, Chairman of the Nominating and Corporate Governance Committee
Dear Mr. Winer,
You will remember that we wrote to you two years ago in connection with our shareholder proposal that Tejon Ranch Co. ("Tejon" or the "Company") should hold quarterly earnings calls like 97% of NYSE listed companies. Because of Tejon's out of hand rejection of our prior plea that Tejon should behave like a normal public company, we are skeptical that what Nitor Capital Management LLC ("Nitor") referred to as "a wake-up call" (namely May's overwhelming shareholder vote against management) has registered with the Tejon board of directors (the "Board"). We fully concur with Nitor that Tejon shareholders expect engagement and not business as usual. A large number (if not most) of your fellow shareholders agree with Nitor.
Our shareholdings go back to the 1970s when our position was initiated by Mr. Wickersham's father at approximately today's share price. We have patiently continued to purchase shares when it has trading below book value because we believe there is great unrecognized value at Tejon. We currently have 300,000 shares, plus options to purchase another 160,000 shares, should we decide to exercise. This is a larger financial commitment than most directors.
As you know, on April 18, 2024, Nitor issued a news release via GlobeNewswire and, among many other serious criticisms, made reference to: "failure to effectively communicate the value of the Company's assets to the market." Furthermore, in the same letter, Nitor referred to a lack of commitment by management and the Board evidenced by not: "working diligently to properly convey the value of the Company's assets to the market." With the Company's stock then trading significantly below its book value per share, it is evident that the market does not appreciate Tejon's prospects. Nitor sees that as a failing of the management team under Mr. Gregory Bielli ("Mr. Bielli"), whose high compensation was criticized as being disproportionate to his achieved results.
We have yet to see Tejon answer Nitor's April 18th, May 9th and May 20th, 2024 public letters. We agree with the analysis and criticisms in Nitor's correspondence and we and your other shareholders are certainly keen to read your responses. As to Nitor's specific criticisms, we have also questioned Tejon's continuing use of joint ventures. We don't understand the business necessity of giving away half shares in the economics of the industrial and warehouse park.
The current lack of transparency, coupled with the disclosure issues flagged by Nitor, is an obstacle to our fellow shareholders' ability to understand Tejon's business. This is particularly detrimental, and indeed unacceptable for a public company, because in past years rights offerings, stock grants to insiders and insider stock purchases—almost always below book value —have diluted the less informed public shareholders. Looking at this most cynically, insiders may even have been incentivized to pay (and issue to themselves as stock compensation) at the lowest price possible. We strongly encourage you and the other members of the Nominating and Corporate Governance Committee to take appropriate steps to institute periodic investor calls and a broader investor relations and outreach program to attract a greater following for the Company. An informal shareholder meeting for informational purposes would also be very welcome, especially if it is reasonably soon.
Most importantly, the CEO search (and recent solid CFO hire) present an opportunity for Tejon to separate itself from the past and go in a new direction. As part of separating from the past, Mr. Bielli might also consider separating from Tejon as a way to afford a clean break. Finally, and most importantly, we strongly encourage you to engage with Nitor and other shareholders about potential board changes, rather than continuing to make corporate governance decisions in a vacuum.
We would be more than happy to discuss the contents of this letter and its suggestions in greater detail.
Sincerely,
Grover T. Wickersham, Chairman, Glenbrook Capital Management
Richard Rudgley, President, Glenbrook Capital Management
Media Contact:
ASC Advisors
Taylor Ingraham / Morgan Davis
[email protected] / [email protected]
203-992-1230
Investor Contact:
Richard Rudgley
President, Glenbrook Capital Management
[email protected]
Cautionary Statement Regarding Forward-Looking Statements
This press release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person. The information herein contains "forward-looking statements". Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct or that any of the objectives, plans or goals stated herein will ultimately be undertaken or achieved. If one or more of such risks or uncertainties materialize, or if Glenbrook Capital Management underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Glenbrook Capital Management that the future plans, estimates or expectations contemplated will ever be achieved.
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SOURCE Glenbrook Capital Management