Glenbrook Calls on Tejon's Independent Directors to Act Now to Let Shareholders Call Special Meetings

PALO ALTO, Calif., May 22, 2025 /PRNewswire/ -- Glenbrook Capital Management ("Glenbrook" or "we"), a long-time shareholder of Tejon Ranch Co. (NYSE:TRC) ("Tejon" or the "Company") and owner of approximately 1.1% of outstanding shares of Tejon, today urged Tejon's Board of Directors (the "Board") to implement PFS Trust's shareholder proposal to allow Tejon shareholders owning a combined 10% of outstanding shares to call a special meeting of shareholders (the "Special Meeting Proposal"). Glenbrook also questioned the timing and motive behind Tejon quietly filing a $200 million shelf offering three days after the Tejon Annual Meeting of Shareholders (the "Annual Meeting") and before the newly elected Tejon board can properly consider it.

Glenbrook believes the Board must respect the will of public shareholders and implement the Special Meeting Proposal given its significant – over 49% – shareholder support at the Annual Meeting and recommendations by leading shareholder advisory firms ISS and Glass Lewis. This was achieved despite Tejon devoting more than $3 million of Tejon shareholder funds on lawyers and PR firms to defeat it.

Glenbrook Chairman Grover Wickersham commented:

"Glenbrook hopes the Company's independent directors will adopt an open and shareholder friendly approach in place of Daniel Tisch and Greg Bielli's opacity and hostility. Despite the millions in Tejon shareholder money wastefully incinerated to denigrate and stop Bulldog, Andrew Dakos was still elected by shareholders at the Annual Meeting. We believe a second representative would have been elected if a few more shareholders had used Bulldog's green proxy card instead of the Company's card. It remains to be seen if Tejon's fulsome election promises about a "new direction" will be realized.

Tejon public shareholders massively supported PFS Trust's shareholder proposal ("Item 4"). The 71,000 shares it failed by are dwarfed by stock awarded to Board members and officers under Tisch and Bielli. We expect the independent directors on the Tejon Board to listen to the majority of Tejon's independent public shareholders, ISS and Glass Lewis and implement the proposal.

Given Tejon's history of insider purchases in rights offerings, resulting in public shareholder dilution, we are rightfully concerned after we saw the Company filed a $200 million shelf offering just three days following the Annual Meeting. This was filed without notice to existing shareholders or mention in Tejon's Annual Meeting proxy statement. Is this an attempt to 'change the math' before the next Annual Meeting? Given the proximity to the vote and the Board's track record of diluting public shareholders, the intention and timing of this offering are worrisome."

Media Contact: 
ASC Advisors 
Taylor Ingraham
tingraham@ascadvisors.com
203-992-1230

Investor Contact:
Richard Rudgley
President, Glenbrook Capital Management
richard@glenbrookcapital.net

Grover Wickersham
Chairman, Glenbrook Capital Management
415-601-1111 

Disclaimer and Cautionary Statement Regarding Forward-Looking Statements
This press release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person.

The information herein contains "forward-looking statements." Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct or that any of the objectives, plans or goals stated herein will ultimately be undertaken or achieved. If one or more of such risks or uncertainties materialize, or if Glenbrook underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Glenbrook that the future plans, estimates or expectations contemplated will ever be achieved.

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SOURCE Glenbrook Capital Management