Current Report Filing (8-k)
May 16 2019 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20509
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 15, 2019
Tejon Ranch Co.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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1-7183
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77-0196136
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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P. O. Box 1000, Lebec, California
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93243
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code 661
248-3000
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock
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TRC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Three proposals were acted on at the 2019 Annual Meeting held on May 15, 2019:
(1) The election of two Class II Directors, (2) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, and (3) an advisory approval vote on executive
compensation. Tejon Ranch Co. stockholders elected two Class II Directors, approved the appointment of Deloitte & Touche LLP , and approved the advisory vote on executive compensation.
Following are the votes cast for or withheld for each Director:
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For
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Withheld
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Not voted
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Steven A. Betts
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17,972,313
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2,126,497
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3,110,906
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Daniel R. Tisch
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17,960,127
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2,138,683
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3,110,906
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Following are the votes cast for and against ratification of the independent public accounting firm:
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For
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Against
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Abstain
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22,883,988
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265,456
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60,272
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Following are the votes cast related to the advisory approval vote on executive compensation:
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For
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Against
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Abstain
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Not voted
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18,839,724
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1,196,251
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62,835
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3,110,906
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Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported on March 4, 2019, Robert A. Alter did not stand for reelection at the May 15, 2019 Annual meeting and completed his term as
director that day.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date: May 16, 2019
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TEJON RANCH CO.
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By:
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/
S
/ A
LLEN
E. L
YDA
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Name:
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Allen E. Lyda
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Title:
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Executive Vice President, and Chief Operating Officer
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3
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