Current Report Filing (8-k)
May 26 2020 - 03:50PM
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 20, 2020
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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Four proposals were acted on at the 2020 Annual Meeting of the stockholders held on
May 20, 2020: (1) the election of three Class III Directors, (2) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, (3) an advisory approval vote on executive
compensation, and (4) amendments to Tejon Ranch Co.s (Company) Certificate of Incorporation (see the disclosure below filed pursuant to Item 5.03 for additional discussion of this item).
The Companys stockholders elected three Class III Directors, approved the appointment of Deloitte & Touche LLP and approved the advisory
vote on executive compensation as reflected below.
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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Gregory S. Bielli
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19,162,974
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483,871
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2,468,002
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Anthony L. Leggio
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19,070,096
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576,749
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2,468,002
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Norman J. Metcalfe
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18,977,829
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669,016
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2,468,002
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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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Not Voted
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21,915,051
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153,214
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46,582
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2,468,002
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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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15,477,471
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4,098,043
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71,331
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2,468,002
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
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With respect to the proposed amendments to the Certificate of Incorporation that were identified as Proposal 4 and acted on at the 2020 Annual Meeting, these
amendments were previously disclosed in the Companys Schedule 14A Proxy Statement, filed with the Commission on March 31, 2020. The proposed amendments consisted of three subproposals as follows: (4)(a) amendments to declassify
the Board and provide for the annual election of all Directors, (4)(b) amendments to remove provisions related to the submission of nominations and other business at stockholder meetings, with such provisions being addressed in the bylaws and
(4)(c) amendments to make non-substantive changes to the certificate, including permitting the Board to increase or reduce the size of the Board by resolution. As discussed in the Companys
previously filed Proxy Statement, proposal 4(c) would only be adopted if proposals 4(a) and 4(b) were both approved by the stockholders.
Below are the
votes cast for or withheld for each proposed set of amendments to the Certificate of Incorporation:
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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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Adopted
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Proposal 4(a) Board Declassification/Annual Election
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19,233,068
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157,534
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256,243
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2,468,002
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Yes
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Proposal 4(b) Removal of Notice for Nominations/Business
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11,794,816
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7,630,961
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221,068
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2,468,002
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No
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Proposal 4(c) Non-Substantive Changes/Board Size by
Resolution
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19,256,274
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166,467
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224,104
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2,468,002
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No
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Item 9.01
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Financial Statements and Exhibits
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2
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 26, 2020
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TEJON RANCH CO.
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By:
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/S/ ALLEN E. LYDA
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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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