Glenbrook Capital Management Issues Statement Highlighting ISS and Glass Lewis Support of PFS Trust's Shareholder Proposal to Enable Tejon Ranch Shareholders to Call Special Meetings

PR Newswire

Supports Bulldog Capital Nominees to Tejon Ranch Board of Directors

PALO ALTO, Calif. , May 7, 2025 /PRNewswire/ -- Glenbrook Capital Management ("Glenbrook" or "we"), long-time shareholders of Tejon Ranch Co. (NYSE:TRC) ("Tejon" or the "Company") and owners of approximately 1.1% of outstanding shares of the Tejon, today issued the following statement outlining their intention to vote FOR Item #4 to allow Tejon shareholders owning a combined 10% of outstanding shares to call a special meeting of shareholders and FOR Bulldog Capital's state of nominees ("Bulldog's Slate") to the Tejon Board of Directors (the "Board"), at the May 13 Tejon Annual Meeting of Shareholders (the "Annual Meeting").

"As long-term Tejon shareholders, we see great unrecognized value in the Company despite years of the current Board's mismanagement, lack of transparency and arrogant refusal to engage with Tejon's public shareholders. Despite our standing request for quarterly earnings calls – something 97% of NYSE companies currently hold – the Board and the largest shareholder continue to benefit from hiding in the bushes. With Tejon's stock trading at depressed prices, years of self-granted stock options and insider purchases have materially diluted existing shareholders.

Despite this value destruction and attempted engagement from major shareholders, the Board has doubled-down on its poor oversight by including former CEO Gregory Bielli , who managed 12-years of stagnation in the Company stock price during his tenure as CEO, on its slate of director nominees for next week's Annual Meeting. We believe Mr. Bielli and Mr. Tisch are largely responsible for the Company's abysmal stock performance, and that Mr. Bielli should not have been rewarded with either the board seat or the $1million consulting contract he was granted upon stepping down as CEO earlier this year.

We are pleased that Bulldog also recognizes both the untapped potential value of Tejon and the urgent need for change in Company direction, and we look forward to voting FOR each of Bulldog's nominees and AGAINST the election of Mr. Bielli and Mr. Tisch at the Annual Meeting.

We are also pleased that leading proxy advisory firms ISS and Glass Lewis have recommended shareholders vote FOR the shareholder proposal ("Item 4") submitted by PFS Trust, an entity indirectly associated with Glenbrook, which would enable Tejon shareholders owning a combined 10% of outstanding shares to call special meetings of shareholders . We believe the proposal is a common-sense measure that provides the owners of the Company with the ability to adequately voice concerns over the direction of Tejon under the continued mismanagement by the current or future Board of Directors. Specifically, ISS states ¹ :

'Most state corporate statutes allow shareholders to call a special meeting when they want to take action on certain matters that arise between regularly scheduled meetings… In terms of day-to-day governance, shareholders may lack an important right, the ability to remove directors or initiate a shareholder resolution without having to wait for the next scheduled meeting, if they are unable to act at a special meeting of their calling.  Shareholders could also be powerless to respond to a beneficial offer if the bidder cannot call a special meeting.  The inability to call a special meeting and the resulting insulation of management could adversely affect corporate performance and shareholder returns… Providing shareholders the right to call special meetings would meaningfully enhance shareholder rights.'

It is time for much-needed change at the Company, and we believe electing Bulldog's three Board nominees and approving Item 4 are important first steps to unlocking the true value for Tejon shareholders."

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. This press release does not constitute a solicitation of authority to vote any proxy card at the Annual Meeting and Glenbrook is not asking for your proxy card.

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.

¹ Permission to use quotations was neither sought nor obtained.

SOURCE Glenbrook Capital Management