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) December 12, 2019
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)) |
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 12, 2019, the Board of Directors approved an amendment to the Chief Executive Officer’s (CEO) compensatory arrangements. The Board approved entering a severance agreement that provides if the CEO’s employment is terminated without cause prior to December 31, 2022, then the CEO would be entitled to severance of eighteen (18) months of base salary, eighteen (18) months of the CEO’s target annual incentive and any restricted stock grants that would be scheduled to vest during the calendar year of termination. No severance would be paid if the CEO were to be terminated with cause or he were to voluntarily resign. For purposes of the severance agreement, the phrase “with cause” means egregious conduct such as the commission of a crime, behavior involving dishonesty, breach of trust, or physical harm and any malfeasance or actions taken in bad faith causing material harm to the Company. This severance agreement does not change the “at will” nature of the CEO’s employment status, which status is consistent with all other employees at Tejon Ranch Company. The severance agreement will be filed after it is prepared and executed by the Company and the CEO.
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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: December 16, 2019 | TEJON RANCH CO. | |||
| By: | /S/ ALLEN E. LYDA | |||
| Name: | Allen E. Lyda | |||
| Title: | Executive Vice President, and Chief Operating Officer | |||
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