UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20509
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement
On November 4, 2024, Tejon Ranch Co. (the “Company”) entered into a Support Agreement (the “Support Agreement”) with Nitor Capital Management, LLC and David J. Spier (collectively, “Nitor”). The Support Agreement includes, among other provisions, certain standstill and voting commitments by Nitor that apply during a standstill period. The “standstill period” extends from the date of the Support Agreement until the earlier of (x) 30 calendar days prior to the advance notice deadline for making director nominations at the Company’s 2026 Annual Meeting of Shareholders and (y) 80 calendar days prior to the first anniversary of the 2025 Annual Meeting of Shareholders. Pursuant to the Support Agreement, the Company agreed to appoint Eric Speron (the “Appointee”) to the Board as a Director. Further, if the Appointee is unable to serve as a director during the standstill period, so long as Nitor owns a certain amount of the Company’s outstanding common stock, Nitor may recommend a replacement director pursuant to a process described in the Support Agreement. The description of the Support Agreement contained herein is qualified in its entirety by reference to the full text of the Support Agreement, a copy of which is filed as Exhibit 1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
For the exhibits that are filed herewith, see the Index to Exhibits immediately following.
INDEX TO EXHIBITS
| (10.01) | Support Agreement, by and between Company and Nitor, dated November 4, 2024 (filed herewith and incorporated herein by this reference). | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
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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.
| Date: November 8, 2024 | TEJON RANCH CO. | |||||
| By: | /S/ ALLEN E. LYDA | |||||
| Name: | Allen E. Lyda | |||||
| Title: | Executive Vice President, Chief Operating Officer | |||||
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