DEFA14A: Tejon Ranch Co. Urges Shareholders to Vote for Company's Director Nominees Following Recommendations from ISS and Glass Lewis

Tejon Ranch Co. announces that ISS and Glass Lewis recommend shareholders vote FOR ONLY Tejon's 10 director nominees on the WHITE Proxy Card for the upcoming Annual Meeting of Shareholders.

Summary

• Tejon Ranch Co. has received recommendations from Institutional Shareholder Services (ISS) and Glass Lewis & Co. advising shareholders to vote for all 10 of Tejon's director nominees.
• The recommendations are in connection with the Company's Annual Meeting of Shareholders scheduled for May 13, 2025.
• Both ISS and Glass Lewis suggest shareholders withhold votes from Bulldog Investor's nominees.
• The proxy advisory firms question Bulldog's nominees' qualifications and lack of a clear plan for Tejon.
• Tejon urges shareholders to vote FOR ONLY Tejon's 10 director nominees on the WHITE proxy card.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the company has received support from key proxy advisory firms, but there is a challenge from an activist investor.

Positives

• ISS and Glass Lewis support Tejon's director nominees, reinforcing the belief that the Board has the right expertise and strategic vision.
• The recommendations validate the experience and shareholder-focused approach of Tejon's nominees.
• The proxy firms recognize the lack of a clear plan from Bulldog Investor.

Negatives

• Bulldog Investor is attempting to install three unqualified director nominees.
• Bulldog has failed to articulate any clear plan for Tejon.
• Bulldog's nominees lack experience and may derail the progress Tejon is making.

Risks

• Bulldog's nominees lack of experience and short-sighted approach risks unraveling the purposeful work of Tejon's Board and management team.
• Tejon's business results are subject to a variety of risks, including business conditions and the general economy, future commodity prices and yields, market forces, the ability to obtain various governmental entitlements and permits, interest rates and other risks inherent in real estate and agriculture businesses.

Future Outlook

This communication contains forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. In particular, statements regarding Tejons plans, strategies, prospects and expectations regarding its business and industry are forward-looking statements.

Management Comments

• We are very pleased that both major proxy advisory firms ISS and Glass Lewis recommend Tejon shareholders vote FOR all 10 of our highly qualified director nominees.
• The support of these proxy advisory firms reinforces our belief that Tejons Board has the right expertise and strategic vision to unlock the value of our unique assets.
• These critical recommendations draw a clear line between Tejons experienced, shareholder-focused nominees and Bulldogs unqualified slate.

Industry Context

Proxy advisory firms like ISS and Glass Lewis play a significant role in influencing shareholder votes, particularly in contested situations like this one. Their recommendations often carry weight with institutional investors.

Stakeholder Impact

• Shareholders are urged to vote to protect their investment in Tejon.
• The outcome of the vote will impact the composition of the Board of Directors and the strategic direction of the company.

Next Steps

• Shareholders are urged to vote FOR ONLY Tejon's 10 director nominees on the WHITE proxy card.
• Shareholders can vote by internet or mail following the instructions on the WHITE proxy card.

Key Dates

Keywords

Tejon Ranch Co., director nominees, proxy vote, ISS, Glass Lewis, Bulldog Investor, shareholders, annual meeting, proxy advisory firms, corporate governance