Tejon Ranch Co

1. 1

   The Election of Directors

   ManagementBoard: FOR

   Election of nine director nominees to serve until the next annual meeting, with plurality voting and cumulative voting option.

2. 2

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

   ManagementBoard: FOR

   Amend Certificate of Incorporation to allow shareholders owning at least 25% of outstanding common stock (held continuously for at least one year) to request the Secretary to call a special meeting under specified bylaw procedures.

   More detail

   The proposal would amend the Company's Certificate of Incorporation to grant shareholders or groups of shareholders holding at least 25% of outstanding common stock the right to cause the Secretary to call a special meeting, provided they meet specified procedural and ownership continuity requirements. Management frames the change as a governance enhancement responsive to shareholder engagement and investor requests, but selects a 25% threshold (higher than the 10% requested in a prior shareholder proposal) to balance shareholder voice against the costs and disruptions of special meetings. The amendment also conditions certain situations (involving Related Persons) on Continuing Director approval and contemplates detailed bylaw procedures to prevent duplicative or abusive requests (timing exclusions, similar-item rules, informational requirements). The Board recommends FOR, arguing the threshold is a widely recognized standard that ensures meaningful shareholder support for calling extraordinary meetings while protecting against opportunistic calls, and it ties the one-year continuous ownership requirement to reducing short-term activism. The change would require shareholder approval by a majority of outstanding shares and, if adopted, will be filed as a Certificate of Amendment. The Board’s recommendation emphasizes governance improvements implemented elsewhere, investor feedback, and the view that special meetings should be reserved for extraordinary matters; in evaluating the proposal, sophisticated investors should weigh the trade-off between access and potential governance costs or activist activity.

3. 3

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

   ManagementBoard: FOR

   Amend Certificate of Incorporation to extend advance notice windows for shareholder nominations and shareholder proposals for annual meetings from 30–60 days to 90–120 days before the meeting (with special shorter windows if meeting date is disclosed late).

   More detail

   The amendment would extend the Company’s advance notice windows for shareholder nominations and other proposals to earlier deadlines (90–120 days before the meeting, with a 10-day backstop when meeting date is disclosed late), aligning the Company with common Delaware practice. Management argues the longer window gives the company, Board, and shareholders more time to vet nominees and proposals, verify disclosures, and avoid last-minute printing and proxy mailings. The change reduces the risk of surprise nominations close to proxy distribution and is positioned as a procedural improvement to support informed voting and orderly meetings. The Board recommends FOR, citing administrative efficiency and alignment with peer practices; sophisticated investors should weigh the benefits of orderly review and disclosure against potential effects on shareholder activism and the ability of dissidents to mobilize quickly.

4. 4

   The Ratification of the Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.

5. 5

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory 'say-on-pay' proposal asks shareholders to approve the 2025 compensation program and outcomes for the named executive officers as disclosed in the proxy. Management argues the program is designed to align pay with performance, includes multiple governance best practices (clawback policy, ownership guidelines, no pledging/hedging), and that the Compensation Committee engaged an independent consultant and revised the 2026 plan to increase emphasis on performance metrics such as rTSR and adjusted EBITDA growth. The vote is non-binding but will be considered by the Board in future decisions. Sophisticated investors should consider the 59% approval on 2025 say-on-pay, the recent compensation changes (rTSR introduction, shift in equity mix, increased performance weighting), and ongoing shareholder engagement when evaluating whether to support the proposal.

Upcoming shareholder meetings at Tejon Ranch Co’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Tejon Ranch Co 2026 annual meeting?

Tejon Ranch Co (TRC) holds its 2026 annual shareholder meeting on Wednesday, May 13, 2026.

What is the record date for the Tejon Ranch Co 2026 meeting?

The record date for the Tejon Ranch Co 2026 meeting is Thursday, March 19, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Tejon Ranch Co's 2026 meeting?

The board is presenting 9 director nominees at the Tejon Ranch Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Tejon Ranch Co 2026 meeting?

Shareholders will vote on 5 proposals at the Tejon Ranch Co 2026 meeting, each tagged with who proposed it and the board's recommendation.