Nitor Capital Management Thanks Fellow Stockholders for Sending Clear Message to Tejon Ranch Board
May 20 2024 - 8:30AM
Nitor Capital Management LLC (together with its affiliates, “Nitor
Capital Management” or “we”), a significant stockholder of Tejon
Ranch Company (NYSE: TRC) (“Tejon Ranch” or the “Company”) which
beneficially owns approximately 1.8% of Tejon Ranch’s outstanding
shares, today expressed its views on the clear message sent by the
Company’s stockholders at the 2024 annual meeting of stockholders
held on May 14, 2024 (the “Annual Meeting”).
Nitor Capital Management is grateful to its
fellow stockholders for supporting its efforts to send an
unequivocal message to Tejon Ranch’s board of directors (the
“Board”) that the status quo is unacceptable. We hope that the
voting results serve as a wake-up call to the incumbent directors,
but at a minimum, we are confident that they represent an important
first step towards creating meaningful change at the Company.
Notably, each of the directors we targeted – Steven A. Betts,
Norman J. Metcalfe, Geoffrey L. Stack and Michael H. Winer – barely
received support from more than a majority of the outstanding
shares, with each receiving support from only approximately 54% to
58% of the outstanding shares. Additionally, only 49% of the
outstanding shares voted in favor of approval of the executive
compensation proposal at the Annual Meeting. Clearly this is not a
stockholder base satisfied by the current state of affairs at Tejon
Ranch.
We believe the voting results at the Annual
Meeting demonstrate that stockholders have lost confidence in the
current Board’s ability to lead the Company and act in the best
interests of stockholders. In our view, a board of directors that
has lost the confidence of stockholders, the true owners of a
company, no longer deserves to make formative decisions about the
future of that company. We also question how the current Board,
which has seemingly been content with the Company’s share price
being lower today than it was in 1985, could truly be committed to
or capable of change that would benefit long-term stockholders.
Accordingly, we call on the Board to immediately engage with its
stockholders, including Nitor Capital Management, prior to
completing the CEO search process or making any other changes to
executive management or the Board. We encourage fellow stockholders
who share our concerns to let the Company know that they are not
supportive of the current Board continuing to make critical
decisions about the future leadership of the Company at this
time.
Since our initial letter was issued on April 18,
2024, Tejon Ranch’s stock price has increased by over 20%.1 We view
the response from the market, together with the voting results at
the Annual Meeting, as unmistakable evidence that our views are
shared by many stockholders. Given the clear mandate from
stockholders that the status quo will no longer be tolerated, we
look forward to the Board working constructively with us to deliver
value to the Company’s long-suffering stockholders.
However, should the Board fail to adequately
address the message sent by stockholders at the Annual Meeting, we
are committed to holding the Board accountable and will not
hesitate to take any actions that we believe are necessary to
ensure that stockholder interests are prioritized in the
boardroom.
About Nitor Capital Management LLCNitor Capital
Management LLC is an investment management firm based in Englewood
Cliffs, New Jersey that manages capital on behalf of institutional
and high-net worth investors. The firm manages Nitor Capital LLC,
an investment fund that makes long-term, concentrated investments
in companies that own unique, high-caliber, businesses and
assets.
ContactDavid J. SpierNitor Capital Management
LLCdspier@nitorcapital.com
1 Calculated based on the closing price of the Company’s stock
on April 17, 2024 and May 17, 2024.
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