TEJON RANCH CO false 0000096869 0000096869 2024-11-01 2024-11-01

 

 

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) November 1, 2024

 

 

Tejon Ranch Co.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   1-07183   77-0196136

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

P. O. Box 1000, Lebec, California   93243
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s 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):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock   TRC   New York Stock Exchange

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.

In a letter dated November 1, 2024, Director Geoffrey L. Stack informed the Board of Directors that he will retire as a director of Tejon Ranch Co. (“Company”) effective upon the adjournment of the December 11, 2024 regular meeting of the Board of Directors.

Mr. Stack has served the Company as a director for 26 years, since 1998. He serves the Company as the lead director on the Real Estate Committee and also serves on the Audit Committee and Compensation Committee. Mr. Stack’s extensive experience in the real estate industry, his business acumen, and active contribution to the Company will be missed by the Board and the Company, as he has been a tremendous resource during his tenure.

 

Item 9.01

Financial Statements and Exhibits.

For the exhibits that are filed herewith, see the Index to Exhibits immediately following.

INDEX TO EXHIBITS

 

(99.1)   

Letter from Geoffrey L. Stack, dated November 1, 2024.

104   

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

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.

 

Date: November 4, 2024     TEJON RANCH CO.
    By:  

/S/ ALLEN E. LYDA

    Name:   Allen E. Lyda
    Title:   Executive Vice President, Chief Operating Officer

 

3

Exhibit 99.1

November 1, 2024

Mr. Norman Metcalfe

Chair, Board of Directors

Tejon Ranch Co.

4436 Lebec Road

Tejon Ranch, CA 93243

Dear Norm,

For the past 26 years, it has been my honor to serve on the Board of Directors of Tejon Ranch Co., alongside you and the other individuals who have brought their collective expertise to bear in leading the company. During that time, I enjoyed working with you, the other Directors, and management to attain levels of outstanding progress and accomplishment for the company and its shareholders.

It is, therefore, with mixed feelings that I inform you that I will be retiring as a Director of Tejon Ranch Co., effective upon the adjournment of the December 11, 2024 regular meeting of the Board of Directors.

I will miss being part of the Board. However, I retire with tremendous confidence in the company’s management and direction.

I wish you, the other Board members, and company management continued success. I will continue to follow the company with great interest.

Sincerely,

 

/s/ Geoffrey L. Stack
Geoffrey L. Stack

 

cc:

Michael R.W. Houston, Senior Vice President, General Counsel & Secretary

 

Gregory S. Bielli, President and Chief Executive Officer

 

Michael H. Winer, Chair, Nominating and Corporate Governance Committee

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Document and Entity Information
Nov. 01, 2024
Cover [Abstract]  
Entity Registrant Name TEJON RANCH CO
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Entity Central Index Key 0000096869
Document Type 8-K
Document Period End Date Nov. 01, 2024
Entity Incorporation State Country Code DE
Entity File Number 1-07183
Entity Tax Identification Number 77-0196136
Entity Address, Address Line One P. O. Box 1000
Entity Address, City or Town Lebec
Entity Address, State or Province CA
Entity Address, Postal Zip Code 93243
City Area Code 661
Local Phone Number 248-3000
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Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock
Trading Symbol TRC
Security Exchange Name NYSE
Entity Emerging Growth Company false
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