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 5.07 | Submission of Matters to a Vote of Security Holders. |
Four proposals were submitted to a vote at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Tejon Ranch Co. (the “Company”) held on May 13, 2025: (1) the election of ten Directors, (2) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2025, (3) an advisory vote to approve named executive officer compensation, and (4) a shareholder proposal.
On May 16, 2025, the independent Inspector of Election for the Annual Meeting, First Coast Results, Inc. (“First Coast”), issued its final report, which certified the results for the Annual Meeting. Set forth below are the matters voted upon at the Annual Meeting and the final vote results reported by First Coast.
Proposal 1 – The Election of Directors
Following are the final vote results for each Director nominee:
| For | Withhold | |||||||
| Company Nominees | ||||||||
| Steven A. Betts |
19,807,311 | 3,033,903 | ||||||
| Gregory S. Bielli |
19,807,311 | 3,712,072 | ||||||
| Denise Gammon |
19,807,311 | 3,055,128 | ||||||
| Anthony L. Leggio |
19,807,311 | 2,959,725 | ||||||
| Jeffrey J. McCall |
19,807,311 | 3,067,373 | ||||||
| Norman J. Metcalfe |
19,807,311 | 3,547,606 | ||||||
| Eric H. Speron |
19,807,311 | 2,898,255 | ||||||
| Daniel R. Tisch |
19,807,311 | 2,824,814 | ||||||
| Michael H. Winer |
821,536 | 2,974,871 | ||||||
| Kenneth G. Yee |
19,807,311 | 2,946,350 | ||||||
| Bulldog Nominees | ||||||||
| Andrew Dakos |
19,785,261 | 17,338,888 | ||||||
| Phillip Goldstein |
19,757,851 | 17,342,618 | ||||||
| Aaron T. Morris |
1,101,726 | 17,950,566 | ||||||
Based on the final results, the ten directors elected at the Annual Meeting are Steven A. Betts, Gregory S. Bielli, Denise Gammon, Anthony L. Leggio, Norman J. Metcalfe, Jeffrey J. McCall, Eric H. Speron, Daniel R. Tisch, Kenneth G. Yee, and Andrew Dakos.
Proposal 2 – The Ratification of the Appointment of Independent Registered Public Accounting Firm
Following are the final vote results for the ratification of the appointment of our independent registered public accounting firm:
| For |
Against |
Abstain | ||
| 22,668,135 | 59,462 | 82,595 |
Proposal 3 – Advisory Vote to Approve Executive Compensation
Following are the final vote results for the advisory vote to approve named executive officer compensation:
| For |
Against |
Abstain | ||
| 12,372,371 | 8,709,016 | 1,728,805 |
Proposal 4 – Advisory Vote on a Shareholder Proposal Regarding Shareholders’ Ability to Call Special Meetings of Shareholders
Following are the final vote results for the shareholder proposal to request the Board of Directors to amend the governance documents to provide rights for shareholders with 10% or more ownership to call special meetings:
| For |
Against |
Abstain | ||
| 11,300,681 | 11,371,732 | 137,778 |
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: May 19, 2025 | TEJON RANCH CO. | |||||
| By: | /S/ BRETT A. BROWN | |||||
| Name: | Brett A. Brown | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||