Tejon Ranch warns against Bulldog’s board nominees

Published 08/05/2025, 14:22
Tejon Ranch warns against Bulldog’s board nominees

TEJON RANCH, Calif. - Tejon Ranch Co. (NYSE:TRC), a real estate development and agribusiness firm with a market capitalization of $463 million, has issued a communication to its shareholders regarding its upcoming Annual Meeting on May 13, 2025. The company, which maintains a strong financial position with a current ratio of 4.13 and moderate debt levels, is advising its shareholders to vote for its slate of director nominees, highlighting concerns over the qualifications of three board nominees proposed by Bulldog Investors. According to InvestingPro analysis, the company operates with conservative leverage, with a debt-to-equity ratio of just 0.14.

Tejon Ranch’s board asserts that Bulldog Investors’ nominees lack the necessary experience in real estate development and are not equipped to contribute constructively to the company’s operations. The board emphasizes that these nominees do not have relevant experience in managing land-development companies or in dealing with California real estate regulations. InvestingPro data reveals that despite challenging market conditions, the company has maintained profitability over the last twelve months, though with notably thin gross profit margins of 4.52%.

The company’s letter to shareholders underscores the importance of the upcoming vote, framing the decision as critical to the future of Tejon and its long-term shareholder value. Currently trading at a high earnings multiple with a P/E ratio of 162.6, InvestingPro analysis suggests the stock is trading above its Fair Value. Tejon Ranch has planned to hold an Investor Day at the New York Stock Exchange and an investor event at the ranch in 2026, aiming to enhance shareholder communications and engagement. Unlock more detailed valuation insights and 6 additional ProTips by subscribing to InvestingPro.

Independent third-party advisory firms, including Egan-Jones Proxy Services, Glass Lewis & Co., and Institutional Shareholder Services, have also recognized the deficiencies in Bulldog’s campaign and have recommended voting for Tejon’s nominees. These firms cite the lack of a compelling case for change and the inadequacy of Bulldog’s nominees in terms of relevant experience.

Bulldog Investors, known for its activist shareholder campaigns, has been criticized for not presenting a coherent plan or understanding of Tejon’s business model and objectives. The company’s board believes that Bulldog is attempting to disrupt the company’s progress without offering a viable alternative strategy.

Tejon Ranch has a significant land holding and plays an important role in the development and environmental stewardship of California lands. The company’s board is urging shareholders to use the WHITE proxy card to vote for its nominees, emphasizing the importance of their expertise and commitment to value creation.

The information provided in this article is based on a press release statement from Tejon Ranch Co.

In other recent news, Tejon Ranch Co. reported a 15% year-over-year increase in total revenue, reaching $21.6 million, alongside a significant 186% rise in GAAP net income attributable to common shareholders, totaling $4.5 million. The company is actively seeking shareholder support for its slate of director nominees ahead of its annual meeting, emphasizing the board’s experience and the strategic direction under their guidance. Tejon Ranch Co. has also appointed Matthew Walker as the new President and CEO, effective March 31, 2025, following a nationwide search. Walker brings over two decades of experience in real estate development from his previous role at Lowe Enterprises.

The company is urging shareholders to vote for its nominees on the white proxy card, highlighting its strategic focus on developing its 270,000-acre land, which includes four master-planned communities. In response, Bulldog Investors, a New Jersey-based hedge fund, has proposed its own nominees, which Tejon Ranch contends lack the necessary experience in real estate and land development. Glenbrook Capital Management, a shareholder of Tejon Ranch, has endorsed Bulldog’s nominees, expressing dissatisfaction with the current board’s management and transparency.

The shareholder proposal to allow owners of a combined 10% of Tejon’s shares to call special meetings has received backing from proxy advisory firms ISS and Glass Lewis. Tejon Ranch has defended its record of disciplined capital allocation and strategic use of joint ventures, while also highlighting recent governance enhancements, including the appointment of four new independent directors. The company has expressed concerns about Bulldog Investors’ proxy materials and the potential disruption to its long-term value creation strategy.

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