Form 8-K - Current report

Date: November 4, 2024

TEJON RANCH CO.

/S/ ALLEN E. LYDA

Allen E. Lyda

Executive Vice President, Chief Operating Officer

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).

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.

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

Document and Entity Information	Nov. 01, 2024
Cover [Abstract]
Entity Registrant Name	TEJON RANCH CO
Amendment Flag	false
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
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	TRC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false