Form 8-K

Date: May 16, 2024

TEJON RANCH CO.

/S/ ALLEN E. LYDA

Allen E. Lyda

Executive Vice President, Chief Operating Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20509

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 14, 2024

Tejon Ranch Co.

(Exact Name of Registrant as Specified in its Charter)


Delaware	1-07183	77-0196136
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

P. O. Box 1000, Lebec, California		93243
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code 661-248-3000

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock

TRC

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

Three proposals were submitted to a vote at the 2024 Annual Meeting of Shareholders of Tejon Ranch Co. (the “Company”) held on May 14, 2024: (1) the election of eight Directors, (2) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2024 and (3) an advisory vote to approve named executive officer compensation.

The Company’s stockholders elected the eight Directors, approved the appointment of Deloitte & Touche LLP and approved the advisory vote on executive compensation.

Following are the vote results for each Director nominee:


	For		Withhold		Broker Non-Votes
Steven A. Betts		14,723,050		6,964,134		2,051,975
Gregory S. Bielli		18,050,230		3,636,954		2,051,975
Anthony L. Leggio		18,787,812		2,899,372		2,051,975
Norman J. Metcalfe		15,510,139		6,177,045		2,051,975
Rhea Frawn Morgan		18,880,531		2,806,653		2,051,975
Geoffrey L. Stack		15,388,498		6,298,686		2,051,975
Daniel R. Tisch		17,981,081		3,706,103		2,051,975
Michael H. Winer		14,478,582		7,208,602		2,051,975

Following are the vote results for the ratification of the appointment of our independent registered public accounting firm:


For	Against	Withhold
23,133,094	437,761	168,304

Following are the vote results for the advisory vote to approve named executive officer compensation:


For	Against	Withhold	Broker Non-Votes
13,135,077	8,440,983	111,124	2,051,975

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEC Form 8-K filed by Tejon Ranch Co