Executive Change · Bylaw Amendment

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 17, 2017 Tejon Ranch Co. (Exact Name of Registrant as Specified in Charter) Delaware 1-7183 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)) 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. On May 17, 2017, Tejon Ranch Co. held its 2017 Annual Meeting of Stockholders. In connection with his election as a Class III Director at the 2017 Annual Meeting, on May 17, 2017 Anthony L. Leggio resigned as a Class I Director, effective as of his taking office as a Class III Director. As previously reported on Form 8-K on March 9, 2017, John L. Goolsby did not stand for reelection at the May 17, 2017 Annual Meeting and completed his term as a director that day. Item 5.03 Amendments to Articles of Incorporation or By-Laws The Company’s By-Laws provide that the authorized number of Directors of the Company shall be 10 unless amended by resolution of the Board of Directors. With the departure of Mr. Goolsby as a Director, the Board of Directors on May 17, 2017, through an amendment to the By-Laws decreased the number of Directors from 10 to 9. 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: May 18, 2017 TEJON RANCH CO. By: / S / A LLEN E. L YDA Name: Allen E. Lyda Title: Executive Vice President, and Chief Financial Officer 3