TEJON RANCH CO
For the period ended May 13, 2026. Filed Apr 3, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2026 · Filed Apr 3, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | ☒ | Filed by a Party other than the Registrant | ☐ |
|---|
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Tejon Ranch Co.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
4436 Lebec Rd.
Post Office Box 1000
Tejon Ranch, California 93243
April 3, 2026
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders of Tejon Ranch Co. (the “Company”) on Wednesday, May 13, 2026, at 9:00 A.M., Pacific Time, at Tejon Ranch's corporate headquarters located at 4436 Lebec Road, Lebec, CA 93243, and online via a live webcast atwww.virtualshareholdermeeting.com/TRC2026 (the “Annual Meeting”). Information on and procedures for participating in the Annual Meeting are included in the 2026 proxy materials and will be disclosed on the Annual Meeting website. We are eager to share with you a review of our 2025 business highlights as well as discuss our plans for 2026. We look forward to an opportunity to answer, in real time, any questions you may have. Your Board of Directors ("Board") and management look forward to greeting those shareholders who are able to attend in person or online.
In 2025, we made meaningful progress across our business, including continued expansion at the Tejon Ranch Commerce Center ("TRCC"), advancement of our residential development pipeline, and enhancements to our governance and executive compensation programs following shareholder engagement.
The Notice of Annual Meeting and Proxy Statement, which contain information concerning the business to be transacted at the Annual Meeting, appear in the following pages.
It is important that your shares be represented and voted at the Annual Meeting, whether or not you plan to attend in person or online. Please review the Proxy Statement and vote online or by mailing the enclosed proxy card or voting instruction form at your earliest convenience to ensure your representation at the Annual Meeting.
Your interest and participation in the affairs of the Company are greatly appreciated.
Sincerely,
Matthew H. Walker,
President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
on
May 13, 2026
The Annual Meeting of Tejon Ranch Co. (the “Company,” “Tejon,” “we,” “us,” “our” or words of similar import in this Proxy Statement) will be held in person at Tejon Ranch's corporate headquarters located at 4436 Lebec Road, Lebec, CA 93243, and online via a live webcast atwww.virtualshareholdermeeting.com/TRC2026 on Wednesday, May 13, 2026, at 9:00 A.M., Pacific Time for the following purposes:
To elect the nine (9) directors named in this Proxy Statement.
To approve an amendment to our Restated Certificate of Incorporation (our "Certificate of Incorporation") to provide certain shareholders the right to request special meetings of shareholders.
To approve an amendment to our Certificate of Incorporation to change the deadlines for shareholders to submit director nominations and other proposals for consideration at an annual meeting of shareholders.
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
To approve named executive officer compensation on an advisory basis.
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The Board recommends that you vote “FOR” each of the nominees in Proposal 1,
and “FOR” Proposals 2, 3, 4, and 5.
The Board has fixed the close of business on March 19, 2026, as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.
This year, we are excited to provide shareholders the opportunity to attend the Annual Meeting in person, or alternatively by means of remote communication via live audio webcast. We believe this hybrid meeting format will provide all shareholders with an opportunity to attend the Annual Meeting in their preferred format. For more information about the hybrid meeting format and your ability to participate and vote, including if you hold your shares in street name, see the discussion under “Record Date and Voting” in the accompanying Proxy Statement. To register for and attend the Annual Meeting online, vote, or submit questions, shareholders of record will need to go to the Annual Meeting website noted above and log in using their 16-digit control number provided on their proxy card. Only shareholders or their legal proxies who have registered in advance may participate in the Annual Meeting. As always, we encourage you to vote your shares prior to the meeting.
Your attention is directed to the accompanying Proxy Statement. Your vote is important. To ensure that your shares are represented at the Annual Meeting, please date, sign, and mail the enclosed proxy card or voting instruction form, for which a return envelope is provided, or vote via the Internet by following the instructions provided on the enclosed proxy card or voting instruction form.
Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting. We strongly encourage you to return the voting instruction form provided by your broker, bank, or other holder of record or to utilize your broker’s Internet voting, if available, and exercise your right to vote as a shareholder.
For the Board of Directors,
NORMAN J. METCALFE, Chairman of the Board
MICHAEL R.W. HOUSTON, Senior Vice President, General Counsel and Corporate Secretary
Tejon Ranch, California April 3, 2026
| 2026 | Annual Meeting of Shareholders Proxy Statement |
| Table of Contents of the Proxy Statement | |
|---|---|
| Solicitation of Proxies | 1 |
| Record Date and Voting | 2 |
| Proxy Summary | 5 |
| Shareholder Engagement | 6 |
| Proposal 1 The Election of Directors | 8 |
| Proposal 2 Amendment to Provide Certain Shareholders the Right to Request Special Meetings of Shareholders | 9 |
| Proposal 3 Amendment to Change Deadlines to Submit Director Nominees and other Proposals | 12 |
| Proposal 4 The Ratification of the Appointment of Independent Registered Public Accounting Firm | 15 |
| Proposal 5 Advisory Vote to Approve Executive Compensation | 17 |
| Board of Directors | 18 |
| Corporate Governance Matters | 24 |
| Committees of the Board | 25 |
| Code of Business Conduct and Ethics and Corporate Governance Guidelines | 29 |
| Succession Planning | 30 |
| Board’s Role in Risk Oversight | 31 |
| ESG Oversight | 31 |
| Compensation Discussion and Analysis | 32 |
| Pay Ratio Disclosure | 66 |
| Pay versus Performance | 66 |
| Hedging and Pledging | 72 |
| Stock Ownership of Certain Beneficial Owners and Management | 73 |
| Report of the Audit Committee of the Board of Directors | 77 |
| Other Matters | 78 |
| Appendix A: Special Meeting Amendment to the Restated Certificate of Incorporation of the Company | A-1 |
| Appendix B: Special Meeting Amendments to the Bylaws of the Company | B-1 |
| Appendix C: Advance Notice Amendment to the Restated Certificate of Incorporation of the Company | C-1 |
| Appendix D: Attachment A to Corporate Governance Guidelines | D-1 |
Post Office Box 1000
Tejon Ranch, California 93243
PROXY STATEMENT
Annual Meeting of Shareholders
May 13, 2026
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders
To Be Held on May 13, 2026
The Proxy Statement and accompanying Annual Report to Shareholders and Annual Report on Form 10-K are available at https://ir.tejonranch.com or athttp://materials.proxyvote.com/879080.
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Company for use at the Annual Meeting to be held at Tejon Ranch's corporate headquarters located at 4436 Lebec Road, Lebec, CA 93243, and online via live webcast atwww.virtualshareholdermeeting.com/TRC2026 on Wednesday, May 13, 2026, at 9:00 A.M., Pacific Time.
It is anticipated that the mailing of this Proxy Statement and accompanying form of Proxy to shareholders will begin on April 3, 2026.
SOLICITATION OF PROXIES
At the meeting, the shareholders of the Company will be asked to vote on the following matters: (1) the election of the nine (9) directors named in this Proxy Statement, (2) an amendment to our Certificate of Incorporation to provide certain shareholders the right to request special meetings of shareholders, (3) an amendment to our Certificate of Incorporation to change the deadlines for shareholders to submit director nominations and other proposals for consideration at an annual meeting of shareholders, (4) the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026, (5) an advisory vote to approve named executive officer compensation, and (6) such other business as may properly come before the meeting or any adjournment or postponement thereof. The Board is asking for your proxy for use at the Annual Meeting. Unless proxy cards are otherwise marked, the persons named as proxies will vote in accordance with the Board’s recommendations on all proposals. Although management does not know of any other matter to be acted upon at the meeting, shares represented by valid proxies will be voted by the persons named on the proxy in accordance with their best judgment with respect to any other matters that may properly come before the meeting.
The costs for this proxy solicitation will be paid by the Company. Following the mailing of this Proxy Statement, directors, officers, and regular employees of the Company may solicit proxies by mail, telephone, e-mail, or in person. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries, and custodians nominally holding shares of record will be requested to forward proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their charges and expenses in connection therewith at the rates approved by the New York Stock Exchange (“NYSE”).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.