Tejon Ranch (TRC) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, with both in-person and virtual attendance options, reflecting a hybrid approach to shareholder engagement.

• 2025 saw significant progress in commercial expansion, residential development, and governance enhancements, despite lower net income due to one-time proxy contest expenses and reduced joint venture earnings.

• Leadership transitions included a new CEO and CFO, with a focus on aligning compensation and governance with shareholder interests.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, amendment to allow 25% shareholders to call special meetings, amendment to extend advance notice for director nominations/proposals, ratification of Deloitte & Touche LLP as auditor, and advisory approval of executive compensation.

• Board recommends voting FOR all proposals.

• Amendments aim to enhance shareholder rights and align with best governance practices.

Board of directors and corporate governance

• Board size reduced from 11 to 9, with further reduction to 7 planned by 2027.

• Chairman and CEO roles are separated; Chairman is independent.

• Board refreshment includes several new directors with diverse backgrounds in real estate, finance, and governance.

• All directors except one are independent per NYSE standards.

• Executive Committee eliminated in 2026 to streamline governance.