Glenbrook Calls on Tejon's Independent Directors to Act Now to Let Shareholders Call Special Meetings

Rhea-AI Summary

Glenbrook Capital Management, owning 1.1% of Tejon Ranch Co. (NYSE:TRC), is urging the company's Board to implement PFS Trust's proposal allowing shareholders with 10% combined ownership to call special meetings. The proposal received over 49% shareholder support at the Annual Meeting, despite Tejon spending $3M to oppose it. Glenbrook expressed concerns about Tejon's recent $200 million shelf offering filed three days after the Annual Meeting, questioning its timing and potential impact on shareholder dilution. The activist investor highlighted that Andrew Dakos was elected to the board and criticized the company's management, particularly Daniel Tisch and Greg Bielli, for their "opacity and hostility." Glenbrook is particularly worried about Tejon's history of insider purchases in rights offerings leading to public shareholder dilution.

Positive

• Andrew Dakos successfully elected to the board, representing shareholder interests
• Strong 49% shareholder support for the special meeting proposal
• Backing from leading advisory firms ISS and Glass Lewis for the proposal

Negative

• Company spent $3M of shareholder funds opposing the special meeting proposal
• Concerning $200M shelf offering filed immediately after Annual Meeting without prior notice
• History of insider purchases in rights offerings leading to public shareholder dilution
• Management criticized for lack of transparency and hostile approach

Insights

Corporate Governance Specialist

Activist investor Glenbrook pressures Tejon's board over governance rights while raising concerns about potential shareholder dilution via surprise shelf offering.

This shareholder activism campaign represents a significant corporate governance confrontation at Tejon Ranch. Glenbrook Capital Management, owning 1.1% of TRC, is applying public pressure on the board to implement a shareholder proposal that narrowly failed despite garnering 49% support. The proposal would allow shareholders with combined 10% ownership to call special meetings - a standard shareholder right at many public companies that enhances accountability.

The timing of Tejon's $200 million shelf registration just three days after their annual meeting raises legitimate governance concerns. Such offerings can potentially dilute existing shareholders, and Glenbrook specifically references Tejon's "history of insider purchases in rights offerings, resulting in public shareholder dilution." This suggests a pattern of governance that may favor insiders over public shareholders.

Two particularly telling details: First, Tejon apparently spent over $3 million opposing this shareholder proposal, an extraordinary sum that signals the board's resistance to expanding shareholder rights. Second, despite this expenditure, Bulldog's Andrew Dakos was elected to the board, indicating substantial shareholder dissatisfaction with current leadership.

The press release reveals an ongoing power struggle between activist shareholders seeking governance reforms and entrenchment by current leadership under Daniel Tisch and Greg Bielli. The shelf offering's timing appears strategically positioned before newly elected board members could weigh in, potentially limiting the influence of the shareholder-elected director. The conflict centers on fundamental questions of corporate democracy and whether public shareholders or entrenched leadership will determine Tejon's future direction.

PALO ALTO, Calif., May 22, 2025 /PRNewswire/ -- Glenbrook Capital Management ("Glenbrook" or "we"), a long-time shareholder of Tejon Ranch Co. (NYSE:TRC) ("Tejon" or the "Company") and owner of approximately 1.1% of outstanding shares of Tejon, today urged Tejon's Board of Directors (the "Board") to implement PFS Trust's shareholder proposal to allow Tejon shareholders owning a combined 10% of outstanding shares to call a special meeting of shareholders (the "Special Meeting Proposal"). Glenbrook also questioned the timing and motive behind Tejon quietly filing a $200 million shelf offering three days after the Tejon Annual Meeting of Shareholders (the "Annual Meeting") and before the newly elected Tejon board can properly consider it.

Glenbrook believes the Board must respect the will of public shareholders and implement the Special Meeting Proposal given its significant – over 49% – shareholder support at the Annual Meeting and recommendations by leading shareholder advisory firms ISS and Glass Lewis. This was achieved despite Tejon devoting more than $3 million of Tejon shareholder funds on lawyers and PR firms to defeat it.

Glenbrook Chairman Grover Wickersham commented:

"Glenbrook hopes the Company's independent directors will adopt an open and shareholder friendly approach in place of Daniel Tisch and Greg Bielli's opacity and hostility. Despite the millions in Tejon shareholder money wastefully incinerated to denigrate and stop Bulldog, Andrew Dakos was still elected by shareholders at the Annual Meeting. We believe a second representative would have been elected if a few more shareholders had used Bulldog's green proxy card instead of the Company's card. It remains to be seen if Tejon's fulsome election promises about a "new direction" will be realized.

Tejon public shareholders massively supported PFS Trust's shareholder proposal ("Item 4"). The 71,000 shares it failed by are dwarfed by stock awarded to Board members and officers under Tisch and Bielli. We expect the independent directors on the Tejon Board to listen to the majority of Tejon's independent public shareholders, ISS and Glass Lewis and implement the proposal.

Given Tejon's history of insider purchases in rights offerings, resulting in public shareholder dilution, we are rightfully concerned after we saw the Company filed a $200 million shelf offering just three days following the Annual Meeting. This was filed without notice to existing shareholders or mention in Tejon's Annual Meeting proxy statement. Is this an attempt to 'change the math' before the next Annual Meeting? Given the proximity to the vote and the Board's track record of diluting public shareholders, the intention and timing of this offering are worrisome."

Media Contact: 
ASC Advisors 
Taylor Ingraham
tingraham@ascadvisors.com
203-992-1230

Investor Contact:
Richard Rudgley
President, Glenbrook Capital Management
richard@glenbrookcapital.net

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.

View original content:https://www.prnewswire.com/news-releases/glenbrook-calls-on-tejons-independent-directors-to-act-now-to-let-shareholders-call-special-meetings-302463394.html

SOURCE Glenbrook Capital Management

FAQ

What is Glenbrook Capital Management requesting from Tejon Ranch (TRC)?

Glenbrook is requesting Tejon's Board to implement PFS Trust's proposal that would allow shareholders owning 10% of shares to call special meetings. This proposal received 49% support at the Annual Meeting.

How much of Tejon Ranch (TRC) does Glenbrook Capital own?

Glenbrook Capital Management owns approximately 1.1% of Tejon Ranch's outstanding shares.

What concerns does Glenbrook have about Tejon Ranch's $200M shelf offering?

Glenbrook is concerned about the timing of the offering (filed three days after the Annual Meeting), lack of notice to shareholders, and potential dilution of public shareholders based on Tejon's history of insider purchases in rights offerings.

How much did Tejon Ranch spend to oppose the special meeting proposal?

Tejon Ranch spent more than $3 million on lawyers and PR firms to oppose the special meeting proposal.

Who was elected to Tejon Ranch's board at the Annual Meeting?

Andrew Dakos was elected to Tejon Ranch's board at the Annual Meeting, despite the company's opposition.