[8-K] TEJON RANCH CO Reports Material Event

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What did Tejon Ranch Co. (TRC) shareholders approve at the 2026 Annual Meeting?

How did Tejon Ranch Co. (TRC) shareholders vote on director elections in 2026?

Did Tejon Ranch Co. (TRC) shareholders gain special meeting rights in 2026?

What change to advance notice requirements did Tejon Ranch Co. (TRC) approve?

Who is Tejon Ranch Co. (TRC)’s independent auditor for fiscal 2026?

How did Tejon Ranch Co. (TRC) shareholders vote on executive compensation in 2026?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Tejon Ranch Co. held its 2026 Annual Meeting of Shareholders on May 13, 2026, where a quorum was present and all matters proposed by the Board were approved.

Shareholders elected nine directors, each receiving over 20 million votes "for" with broker non-votes of 2,611,423 for every nominee. They also approved an amendment to the Certificate of Incorporation granting certain shareholders the right to call a special meeting, with 21,119,546 votes for and 650,004 against, and a separate amendment changing advance notice requirements for shareholder action, with 19,453,704 votes for and 2,657,015 against.

Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026 passed with 24,605,431 votes for and 115,894 against. An advisory, non-binding vote approved executive compensation for named executive officers, with 20,112,826 votes for and 1,796,845 against.

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Votes for special meeting rights amendment: 21,119,546 votes Votes for advance notice amendment: 19,453,704 votes Auditor ratification support: 24,605,431 votes for +3 more

6 metrics

Votes for special meeting rights amendment 21,119,546 votes Charter amendment granting certain shareholders special meeting rights

Votes for advance notice amendment 19,453,704 votes Charter amendment changing advance notice requirements

Auditor ratification support 24,605,431 votes for Ratification of Deloitte & Touche LLP for 2026

Executive compensation support 20,112,826 votes for Advisory say-on-pay vote for named executive officers

Highest director support 21,666,070 votes for Election of director nominee Eric H. Speron

Lowest director support 18,616,084 votes for Election of director nominee Gregory S. Bielli

broker non-votes, special meeting rights, advance notice requirements, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

special meeting rights regulatory

"to provide certain shareholders special meeting rights were as follows"

advance notice requirements regulatory

"to change the advance notice requirements for shareholder action"

independent registered public accounting firm financial

"Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote financial

"the advisory vote on named executive compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Understanding 8-K Material Events →

05/14/2026 - 09:12 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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) May 13, 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 5.07

Submission of Matters to a Vote of Security Holders.

The 2026 Annual Meeting of the Shareholders (the “Annual Meeting”) of Tejon Ranch Co. (the “Company”) was held on May 13, 2026. A quorum was present at the Annual Meeting. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, and there was no solicitation in opposition to the Board’s nominees. At the Annual Meeting, shareholders elected all director nominees and approved all proposals submitted for shareholder vote by the Board, including the advisory vote on named executive compensation, the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026, the proposal to adopt advance notice amendments to the Company’s Certificate of Incorporation, and the proposal amending the Certificate of Incorporation to grant shareholders the right to call a special meeting. The final results of voting for each matter submitted to a vote of shareholders at the Annual Meeting are set forth below.

Proposal 1

Election of Nine Directors

Voting results for the election of directors were as follows:


Nominees	For	Withhold	Broker Non-Votes
Steven A. Betts	21,315,196	856,383	2,611,423
Gregory S. Bielli	18,616,084	3,555,495	2,611,423
Andrew Dakos	21,216,629	954,950	2,611,423
Denise Gammon	21,566,632	604,947	2,611,423
Anthony L. Leggio	21,423,830	747,749	2,611,423
Jeffrey J. McCall	21,608,147	563,432	2,611,423
Norman J. Metcalfe	20,572,145	1,599,434	2,611,423
Eric H. Speron	21,666,070	505,509	2,611,423
Daniel R. Tisch	20,483,706	1,687,873	2,611,423

Accordingly, all nine of the Company’s nominees were elected to serve as directors of the Company until the 2027 Annual Meeting of Shareholders or until their respective successors are appointed, elected and qualified.

Proposal 2

Approval of Amendment to Our Certificate of Incorporation to Provide Certain Shareholders Special Meeting Rights

The voting results for the approval of the Company’s proposed amendment to its Certificate of Incorporation to provide certain shareholders special meeting rights were as follows:


For	Against	Abstain	Broker Non-Votes
21,119,546	650,004	402,029	2,611,423

Proposal 3

Approval of Amendment to the Certificate of Incorporation to Change the Advance Notice Requirements for Shareholder Action

The voting results for the approval of the Company’s proposed amendment to its Certificate of Incorporation to change the advance notice requirements for shareholder action were as follows:


For	Against	Abstain	Broker Non-Votes
19,453,704	2,657,015	60,860	2,611,423

Proposal 4

The Ratification of the Appointment of Independent Registered Public Accounting Firm

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year was approved by the following vote:


For	Against	Abstain
24,605,431	115,894	61,677

Proposal 5

Advisory Vote to Approve Executive Compensation

The Company’s executive compensation for our named executive officers, as described in the Proxy Statement, was approved on an advisory, non-binding basis, by the following vote:


For	Against	Abstain	Broker Non-Votes
20,112,826	1,796,845	261,908	2,611,423

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Source: View Original Filing on SEC EDGAR

Shareholders approved all Board proposals, including electing nine directors, amending the Certificate for special meeting rights and advance notice changes, ratifying Deloitte & Touche LLP, and passing an advisory vote on executive compensation, each with strong majority support.

All nine nominees were elected, each receiving more than 20 million votes in favor. Broker non-votes totaled 2,611,423 for each nominee, and withhold votes ranged from 505,509 to 3,555,495, confirming full Board slate approval through the 2027 Annual Meeting.

Yes. Shareholders approved an amendment to the Certificate of Incorporation granting certain shareholders rights to call a special meeting, with 21,119,546 votes for, 650,004 against, 402,029 abstentions, and 2,611,423 broker non-votes recorded on this governance change.

Shareholders approved an amendment to the Certificate of Incorporation changing advance notice requirements for shareholder action. The measure received 19,453,704 votes for, 2,657,015 against, 60,860 abstentions, and 2,611,423 broker non-votes, updating the company’s shareholder proposal rules.

Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the 2026 fiscal year. The ratification passed with 24,605,431 votes for, 115,894 against, and 61,677 abstentions, indicating broad support for the company’s chosen auditor.

Executive compensation for named executive officers, as described in the proxy statement, was approved on an advisory, non-binding basis. The vote totaled 20,112,826 for, 1,796,845 against, 261,908 abstentions, and 2,611,423 broker non-votes, signaling majority support for pay practices.

Date: May 14, 2026

TEJON RANCH CO.

/S/ MICHAEL R.W. HOUSTON

Michael R.W. Houston

Senior Vice President, General Counsel & Secretary

3 documents