Shareholder Vote

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 13, 2025     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 , Tejon Ranch , 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 5.07 Submission of Matters to a Vote of Security Holders . Four proposals were submitted to a vote at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of Tejon Ranch Co. (the “Company”) held on May 13, 2025: (1) the election of ten Directors, (2) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2025, (3) an advisory vote to approve named executive officer compensation, and (4) a shareholder proposal. On May 16, 2025, the independent Inspector of Election for the Annual Meeting, First Coast Results, Inc. (“First Coast”), issued its final report, which certified the results for the Annual Meeting. Set forth below are the matters voted upon at the Annual Meeting and the final vote results reported by First Coast. Proposal 1 – The Election of Directors Following are the final vote results for each Director nominee:        For      Withhold   Company Nominees       Steven A. Betts      19,807,311        3,033,903   Gregory S. Bielli      19,807,311        3,712,072   Denise Gammon      19,807,311        3,055,128   Anthony L. Leggio      19,807,311        2,959,725   Jeffrey J. McCall      19,807,311        3,067,373   Norman J. Metcalfe      19,807,311        3,547,606   Eric H. Speron      19,807,311        2,898,255   Daniel R. Tisch      19,807,311        2,824,814   Michael H. Winer      821,536        2,974,871   Kenneth G. Yee      19,807,311        2,946,350   Bulldog Nominees       Andrew Dakos      19,785,261        17,338,888   Phillip Goldstein      19,757,851        17,342,618   Aaron T. Morris      1,101,726        17,950,566   Based on the final results, the ten directors elected at the Annual Meeting are Steven A. Betts, Gregory S. Bielli, Denise Gammon, Anthony L. Leggio, Norman J. Metcalfe, Jeffrey J. McCall, Eric H. Speron, Daniel R. Tisch, Kenneth G. Yee, and Andrew Dakos. Proposal 2 – The Ratification of the Appointment of Independent Registered Public Accounting Firm Following are the final vote results for the ratification of the appointment of our independent registered public accounting firm:   For   Against   Abstain 22,668,135   59,462   82,595 Proposal 3 – Advisory Vote to Approve Executive Compensation Following are the final vote results for the advisory vote to approve named executive officer compensation:   For   Against   Abstain 12,372,371   8,709,016   1,728,805 Proposal 4 – Advisory Vote on a Shareholder Proposal Regarding Shareholders’ Ability to Call Special Meetings of Shareholders Following are the final vote results for the shareholder proposal to request the Board of Directors to amend the governance documents to provide rights for shareholders with 10% or more ownership to call special meetings:   For   Against   Abstain 11,300,681   11,371,732   137,778 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 19, 2025   TEJON RANCH CO.     By:   /S/ B RETT A. B ROWN     Name:   Brett A. Brown     Title:   Executive Vice President and Chief Financial Officer