Recent Form 8-K Filing Indicates that Tisch and Bielli Led Board Has Learned Nothing about Disclosure and Transparency from the Company's Recent Proxy Fight
Urges Tejon Ranch's Board of Directors to Disclose Full Details Surrounding Brett Brown's Departure
Calls on Tejon's Independent Directors to Follow the Recommendations of Leading Proxy Advisory Firms in Adopting PFS Trusts Shareholder Proposal that Received 49.3% of the Vote
PALO ALTO, Calif., July 16, 2025 /PRNewswire/ -- Glenbrook Capital Management ("Glenbrook" or "we"), a long-time shareholder of Tejon Ranch Co. (NYSE:TRC) ("Tejon" or the "Company") with more than 300,000 shares of Tejon, made the following statement regarding the unexplained departure on July 11, 2025 of CFO Brett A. Brown. Grover Wickersham, Chairman of Glenbrook stated:
"There has been no press release or public disclosure other than the statement in a Form 8-K late last Friday that Mr. Brown 'separated from employment.' This raises more questions than answers, leaving us disappointed by the Tisch-led board's apparent continuing disregard for public shareholders. The Form 8-K Friday minimally announced Brett Brown's abrupt departure as Chief Financial Officer and Treasurer, providing no reason or context for the sudden exit of its second most senior executive.
Mr. Brown was Tejon's sole senior executive with an SEC compliance background and his contributions to Tejon should not be overlooked. At Glenbrook, we were impressed by Mr. Brown's origination of a very favorable Farm Credit loan on behalf of Tejon, his participation at investor conferences and his improvements to Tejon's financial disclosure, such as better illuminating G & A expenses. The shareholders deserve to know why Mr. Brown 'separated from employment.'
Shareholders are left to wonder if there is fire where there is smoke. If Mr. Brown's exit was related to disagreements over Tejon company policies, operations, or accounting practices – such as failing to take an impairment charge for the obscenely mismanaged Centennial project, then shareholders have the right to know. We believe e SEC disclosure requirements provide that such issues be disclosed fully and promptly.
Tejon's trademark lack of transparency on such an important development only serves to erode the Company's dwindling supply of shareholder trust. For this reason, we again urge the independent directors to retain independent counsel to advise them on changing course. Tejon's public shareholders control the majority of Tejon's outstanding shares. Transparency is essential to building shareholder trust, especially in light of the calls for increased disclosure during the recent proxy contest.
Implementing PFS Trust's shareholder proposal, which we called on the Board to implement in May, would allow Tejon shareholders owning a combined 10% of outstanding shares to call a special meeting of shareholders. That proposal, combined with adequate disclosure around Mr. Brown's departure, would go a long way to salvage what little shareholder trust remains. This underscores the vital importance of Tejon shareholders having the ability to hold the Board and management accountable.
We once again call on the independent directors to implement the PFS Trust shareholder proposal, which was overwhelmingly supported by Tejon's public shareholders, and to immediately and transparently disclose further details of Mr. Brown's departure and clearly communicate plans to cover the crucial function that he served."
Media Contact:
ASC Advisors
Taylor Ingraham
Partner, ASC Advisors
[email protected]
203-992-1230
Investor Contact:
Richard Rudgley
President, Glenbrook Capital Management
[email protected]
Grover Wickersham
Chairman, Glenbrook Capital Management
415-601-1111
Disclaimer and 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 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 that the future plans, estimates or expectations contemplated will ever be achieved.
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SOURCE Glenbrook Capital Management