#United States #Palo Alto #Glenbrook #Tejon Ranch Co. #Special Meetings

Glenbrook Calls for Action from Tejon Ranch Board

In a recent statement, Glenbrook Capital Management, a significant shareholder in Tejon Ranch Co. (NYSE: TRC), has urged the company's Board of Directors to take immediate action regarding the ability of shareholders to call special meetings. Glenbrook, which owns approximately 1.1% of Tejon's outstanding shares, is advocating for a proposal that would permit shareholders holding a collective 10% of the company’s shares to initiate such meetings.

This call for action comes in light of concerns raised by Glenbrook regarding the timing of Tejon’s recent filing for a $200 million shelf offering, which occurred just three days after the Annual Meeting of Shareholders. Glenbrook sees this maneuver as potentially misleading and detrimental to existing shareholders, noting that it came without prior notice and was not included in the proxy statement related to the Annual Meeting. Glenbrook’s chairman, Grover Wickersham, has highlighted the importance of transparency and open communication from the Board, particularly at a time when public sentiment seems to favor shareholder power and involvement.

The proposal from the PFS Trust, which Glenbrook vigorously supports, received substantial backing during the recent Annual Meeting, suggesting that more than 49% of shareholders were in favor. This is especially notable given that Tejon had spent over $3 million in resources attempting to defeat the proposal through legal and public relations channels. Such efforts indicate a clear divide between the interests of shareholders and those of the company's current Board.

Wickersham expressed disappointment in the Board's apparent lack of responsiveness to shareholder wishes, saying, “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.” The Chairman remarked that the election of Andrew Dakos to the Board signifies a move towards greater accountability, and he believes a more shareholder-focused agenda is required moving forward.

Moreover, Glenbrook raised red flags over Tejon’s historical patterns of insider purchases that have led to substantial dilution for public shareholders, adding to their concerns regarding the recent shelf offering. They question whether this latest move is an attempt to alter shareholder dynamics or diminish the influence of public shareholders ahead of future votes.

As Tejon Ranch navigates its strategic direction, the pressure from shareholders like Glenbrook is expected to grow. The backing from notable advisory firms such as ISS and Glass Lewis may strengthen Glenbrook’s position, as these firms have echoed calls for increased shareholder power and greater accountability from the Board.

In a landscape where investor rights and corporate governance are under increased scrutiny, Tejon's response to Glenbrook’s request could set a precedent for how similar enterprises engage with their shareholders. The push for allowing shareholders to call special meetings is seen as a vital step toward democratizing corporate governance and enhancing the accountability of the management team.

As discussions unfold and the next Annual Meeting approaches, all eyes will be on Tejon Ranch’s Board regarding their commitment to respecting shareholders' voices and implementing changes that reflect their desires. Failure to act could not only jeopardize the current Board’s standing but may also have broader implications for Tejon's market position and investor relations moving forward.