Current Report Filing (8-k)
May 26 2020 - 4:50PM
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 22, 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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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 5.03
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Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
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In connection with amendments to Tejon Ranch Co.s (the Company) Restated Certificate of Incorporation, which were approved on May 20,
2020 at the 2020 Annual Meeting of the Companys shareholders (such amendments being identified as Proposal 4(a) and previously described and reported in the Companys Schedule 14A Proxy Statement filed on March 31, 2020 and in the
May 26, 2020 Current Report Form 8K), on May 22, 2020, the Companys Board of Directors adopted Amended and Restated Bylaws to conform the Companys Bylaws to the Restated Certificate of Incorporation. The action by the
Board of Directors was unanimous. The Amended and Restated Bylaws are effective as of May 22, 2020. A description of the significant and material amendments adopted or changed is as follows: (1) amendments modernizing provisions to allow
the Board to fix the location of the Companys principal and registered offices; (2) amendments modernizing procedures to authorize the Company to postpone, reschedule, or cancel annual and special meetings and providing that any special
meeting of stockholders will be limited to the purposes stated in the notice; and (3) amendments to conform the Bylaws to recent amendments made to the Companys Certificate of Amendment that declassified the board over a three-year period
and provides for the annual election of directors.
Readers are directed to the exhibit attached hereto, consisting of the Boards resolution and
Amended and Restated Bylaws for the entirety of those items adopted or changed.
Item 9.01
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Financial Statements and Exhibits
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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 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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3
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