Item 5.07Item 5.07 - Submission of Matters to Vote
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
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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
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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
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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
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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
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20,112,826 1,796,845 261,908 2,611,423