Tejon Ranch (TRC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 13, 2025, will be held virtually, with shareholders voting on director elections, auditor ratification, executive compensation, and a shareholder proposal regarding special meetings.

• The Board opposes a dissident slate of three director nominees from Bulldog Investors and recommends voting only for the Board's ten nominees using the WHITE proxy card.

• Shareholder engagement in 2024 led to expanded disclosures, a refreshed investor relations team, and a Board refresh with four new directors to enhance diversity and expertise.

• 2024 financial results showed a decrease in net income due to lower mineral resources and farming segment income, partially offset by improved joint venture earnings.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) ratification of Deloitte & Touche LLP as auditor, (3) advisory approval of executive compensation, and (4) a shareholder proposal to allow 10% holders to call special meetings.

• The Board recommends voting FOR its nominees and proposals 2 and 3, and AGAINST the shareholder proposal.

• The Board argues the 10% threshold for special meetings is too low and could allow a small minority to disrupt operations.

Board of directors and corporate governance

• The Board will be reduced from eleven to ten members after the meeting; four new directors joined in 2024 as part of succession planning and diversity efforts.

• All directors except the former CEO are independent; the Chairman is independent and Board leadership is separated from management.

• The Board has Audit, Compensation, Nominating, and Real Estate Committees, all composed of independent directors.

• Annual Board and committee self-evaluations are conducted.