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 8, 2018
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.
Three proposals were acted on at the 2018 Annual Meeting: (1) The election of two Class I Directors, (2) the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm, and (3) an advisory approval vote on executive compensation. Tejon Ranch Co. stockholders elected two Class I Directors, approved the appointment of Ernst & Young LLP, and approved the advisory vote on executive compensation.
Following are the votes cast for or withheld for each Director:
| For | Withheld | Not voted | ||||||||||
| Geoffrey L. Stack |
18,166,753 | 2,810,492 | 2,634,605 | |||||||||
| Michael H. Winer |
19,988,513 | 988,732 | 2,634,605 | |||||||||
Following are the votes cast for and against ratification of the independent public accounting firm:
| For |
Against |
Abstain | ||
| 23,505,600 | 87,137 | 19,113 |
Following are the votes cast related to the advisory approval vote on executive compensation:
| For |
Against |
Abstain |
Not voted | |||
| 13,137,442 | 7,802,563 | 37,240 | 2,634,605 |
Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported on March 22, 2018, Fredrick Tuomi did not stand for reelection at the May 8, 2018 Annual meeting and completed his term as director that day.
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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 10, 2018 | TEJON RANCH CO. | |||||
| By:
|
/S/ ALLEN E. LYDA | |||||
| Name: | Allen E. Lyda | |||||
| Title: | Executive Vice President, and Chief Financial Officer | |||||
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