Glenbrook Welcomes CalSTRS' Support of PFS Trust's Shareholder Proposal and Bulldog's Director Slate

Rhea-AI Summary

Glenbrook Capital Management, owning 1.1% of Tejon Ranch Co. (NYSE:TRC), has announced that CalSTRS will vote in favor of two key proposals at Tejon's upcoming Annual Meeting on May 13, 2025. CalSTRS supports: 1) Item #4, which would allow shareholders owning a combined 10% of shares to call special meetings, and 2) Bulldog Capital's slate of nominees for the Board of Directors. Glenbrook, along with Bulldog and Harvey Capital, advocates for these changes to unlock shareholder value. The company urges shareholders to vote using Bulldog's GREEN Proxy Card to enable cumulative voting and maximize the impact of votes for Bulldog's Slate.

Positive

• CalSTRS' support adds significant institutional backing to the shareholder proposals
• Proposed change would give more power to shareholders by allowing 10% ownership to call special meetings
• Cumulative voting mechanism enables stronger shareholder representation

Negative

• Indicates ongoing corporate governance issues and shareholder dissatisfaction with current management
• Potential for board disruption and strategic uncertainty during leadership transition
• Proxy contest suggests internal conflicts that could impact company operations

Insights

Corporate Governance Specialist

CalSTRS backing activist proposals signals significant shareholder discontent with Tejon's current management and governance structure.

This development represents a significant escalation in shareholder activism at Tejon Ranch. The endorsement by CalSTRS, one of America's largest pension funds with approximately $300 billion in assets, lends substantial institutional credibility to the dissident shareholders' campaign. Two key governance changes are being pushed: a proposal allowing shareholders with 10% ownership to call special meetings and support for Bulldog Capital's alternative director slate.

The use of cumulative voting through Bulldog's GREEN proxy card is particularly strategic. This voting mechanism allows shareholders to concentrate their votes on specific director candidates, potentially enabling minority shareholders to secure board representation even without majority support. This tactical approach suggests sophisticated coordination among the dissident shareholders: Glenbrook Capital (1.1% ownership), Bulldog Capital, Harvey Capital, and now CalSTRS.

The language regarding "urgent need for change to unlock value" indicates long-standing frustration with Tejon's performance and strategy implementation. Tejon Ranch controls approximately 270,000 acres of land with significant development potential but has faced criticism for slow progress in monetizing these assets. The current board challenge represents a culmination of shareholder dissatisfaction with the pace of value creation despite the company's substantial land holdings and development opportunities.

With the annual meeting scheduled for May 13th, this announcement just four days prior creates momentum and public pressure on other institutional shareholders to reconsider their voting positions. The explicit request for shareholders to use the GREEN card (not the company's card) demonstrates the technical sophistication of this proxy contest, as votes on the company's card would not enable the cumulative voting strategy.

Urges Shareholders to Vote on Bulldog's GREEN Proxy Card at Tejon Annual Meeting of Shareholders

PALO ALTO, Calif., May 9, 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 the Tejon, thanks CalSTRS for its vote FOR both Item #4 to allow Tejon shareholders owning a combined 10% of outstanding shares to call a special meeting of shareholders and FOR Bulldog Capital's state of nominees ("Bulldog's Slate") to the Tejon Board of Directors (the "Board") on Bulldog's GREEN Proxy Card.

"We are happy that CalSTRS has joined us, Bulldog and Harvey Capital in recognizing the urgent need for change to unlock value at Tejon for shareholders. We believe their votes FOR the shareholder proposal ("Item 4") submitted by PFS Trust — which would enable Tejon shareholders owning a combined 10% of outstanding Tejon shares to call a special meeting — and FOR Bulldog's Slate are aligned with the best interests of Tejon shareholders.

Importantly, casting votes using Bulldog's GREEN Proxy Card enables cumulative voting and maximizes the impact of shares voted for Bulldog's Slate. Accordingly, we intend to vote FOR Item 4 and Bulldog's Slate on the GREEN Proxy Card at the Tejon Annual Meeting of Shareholders scheduled for next Tuesday, May 13, 2025, and urge other shareholders to do the same."

***

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. This press release does not constitute a solicitation of authority to vote any proxy card at the Annual Meeting of Shareholders of Tejon and Glenbrook is not asking for your proxy card.

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-welcomes-calstrs-support-of-pfs-trusts-shareholder-proposal-and-bulldogs-director-slate-302451052.html

SOURCE Glenbrook Capital Management

FAQ

What is CalSTRS voting for in the Tejon Ranch (TRC) shareholder meeting?

CalSTRS is voting FOR Item #4, which would allow shareholders with 10% combined ownership to call special meetings, and FOR Bulldog Capital's slate of nominees for the Board of Directors.

When is Tejon Ranch's (TRC) 2025 Annual Meeting of Shareholders?

Tejon Ranch's Annual Meeting of Shareholders is scheduled for Tuesday, May 13, 2025.

What percentage of Tejon Ranch (TRC) does Glenbrook Capital Management own?

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

Why should TRC shareholders vote using the GREEN Proxy Card?

The GREEN Proxy Card enables cumulative voting and maximizes the impact of shares voted for Bulldog's Slate of director nominees.

Who are the major shareholders supporting changes at Tejon Ranch (TRC)?

Glenbrook Capital Management, Bulldog Capital, Harvey Capital, and CalSTRS are supporting the proposed changes at Tejon Ranch.