Tejon Ranch Co. (NYSE: TRC) maps board downsizing and ends Executive Committee

Rhea-AI Filing Summary

Tejon Ranch Co. reports upcoming changes to its Board of Directors. Director Kenneth G. Yee has informed the company he will not stand for reelection at the 2026 annual meeting, and will leave the Board when his current term ends at that meeting.

In response, the Board unanimously resolved to reduce its size from ten to nine directors, effective immediately upon adjournment of the 2026 annual meeting, and nominated nine incumbent directors for reelection. Board Chair Norman J. Metcalfe and Director Gregory S. Bielli stated that, if reelected in 2026, they intend to retire and not seek reelection at the 2027 annual meeting. The Board also expressed its intention to further reduce its size so that by the 2027 annual meeting it will have seven directors, with formal approval to occur at the time of those retirements. Additionally, the Board unanimously approved the elimination of its Executive Committee, effective immediately.

Insights

Corporate governance analyst

Tejon Ranch outlines a planned, gradual board downsizing and committee simplification.

The company is managing an orderly transition in its leadership structure. One director will step down at the 2026 annual meeting, and the Board is preplanning additional changes tied to anticipated retirements of the chair and another director after the 2027 annual meeting.

Board size will move from ten to nine directors after the 2026 meeting, then is intended to reach seven by the 2027 meeting. The Board also eliminated its Executive Committee, centralizing deliberations at the full Board level. These steps adjust governance structure but do not change the company’s operations as described here.

The resolutions were adopted unanimously by the Board, following a recommendation from the Nominating and Corporate Governance Committee regarding the Executive Committee. Future company filings and proxy materials around the 2026 and 2027 annual meetings are likely to provide more detail on director succession and Board composition.

TEJON RANCH CO false 0000096869 0000096869 2026-03-09 2026-03-09

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) March 9, 2026

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 9, 2026, Tejon Ranch Co. (“Company”) Director Kenneth G. Yee informed the Company that he will not stand for reelection at the 2026 annual meeting, upon completing his current term as a director at the 2026 annual meeting. The Board thanks Director Yee for his service to the Company. In connection therewith and pursuant to authority conferred in Article III, Section 2 of the Company’s Amended and Restated Bylaws (“Bylaws”), on March 9, 2026, the Board of Directors (“Board”) unanimously adopted a resolution reducing the size of the Board from ten to nine Directors, effective immediately upon adjournment of the 2026 annual meeting.

On March 9, 2026, the Board unanimously nominated nine incumbent directors to stand for reelection at the 2026 annual shareholder meeting. In seeking nomination to be reelected at the 2026 annual meeting, Board Chair Norman J. Metcalfe and Director Gregory S. Bielli stated that, while they are and will remain fully engaged in Company matters during their service, their intent (if reelected at the 2026 annual meeting) is to retire and not seek reelection at the 2027 annual meeting.

On March 9, 2026, the Board unanimously adopted a resolution expressing the intention to further reduce the number of Directors in light of Board Chair Metcalfe’s and Director Bielli’s stated intentions to retire and not seek reelection at the 2027 annual meeting (if reelected at the 2026 annual meeting), such that by the 2027 annual meeting the Board will be comprised of seven Directors. This further reduction in Board size will be formally approved by Board action at the time of said retirements as provided by Article III, Section 2 of the Bylaws.

Item 8.01 Other Events

On March 9, 2026, the Board of Directors, acting on the unanimous recommendation of the Company’s Nominating and Corporate Governance Committee, unanimously adopted a resolution to eliminate the Board’s Executive Committee, effective immediately on adoption of such resolution.

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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: March 10, 2026				TEJON RANCH CO.
				By:		/S/ MICHAEL R.W. HOUSTON
				Name:		Michael R.W. Houston
				Title:		Senior Vice President, General Counsel & Secretary

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FAQ

What board change did Tejon Ranch Co. (TRC) announce for the 2026 annual meeting?

Tejon Ranch Co. announced that Director Kenneth G. Yee will not stand for reelection at the 2026 annual meeting. His current term will end at that meeting, and the Board plans to reduce its size from ten to nine directors immediately after the meeting adjourns.

How will Tejon Ranch Co. (TRC) adjust the size of its Board of Directors?

The Board unanimously resolved to reduce its size from ten to nine directors effective upon adjournment of the 2026 annual meeting. It also expressed an intention to further reduce the Board to seven directors by the 2027 annual meeting, tied to anticipated director retirements.

Which Tejon Ranch Co. directors intend to retire before the 2027 annual meeting?

Board Chair Norman J. Metcalfe and Director Gregory S. Bielli stated that, if reelected at the 2026 annual meeting, they intend to retire and not seek reelection at the 2027 annual meeting. They also indicated they will remain fully engaged in company matters during their service.

What action did Tejon Ranch Co. take regarding its Executive Committee?

Acting on a unanimous recommendation from its Nominating and Corporate Governance Committee, the Board unanimously adopted a resolution eliminating the Executive Committee. This change is effective immediately upon adoption of the resolution, shifting responsibilities to the full Board of Directors.

How many directors did Tejon Ranch Co. nominate for reelection at the 2026 meeting?

The Board unanimously nominated nine incumbent directors to stand for reelection at the 2026 annual shareholder meeting. This aligns with the Board’s resolution to reduce its size from ten to nine directors effective upon adjournment of that same 2026 annual meeting.

What formal steps will finalize Tejon Ranch Co.’s planned board reduction by 2027?

The Board expressed its intention to reduce its size to seven directors by the 2027 annual meeting, linked to planned retirements. That further reduction will be formally approved by Board action at the time of the retirements, as provided by Article III, Section 2 of the Bylaws.

Filing Exhibits & Attachments

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
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