Core Viewpoint - Glenbrook Capital Management, a long-time shareholder of Tejon Ranch Co., intends to support Bulldog Capital's nominees for the Board of Directors and a proposal allowing shareholders owning 10% of shares to call special meetings, citing mismanagement and lack of transparency from the current Board [1][2][5]. Group 1: Shareholder Concerns - Glenbrook highlights significant unrecognized value in Tejon Ranch despite years of mismanagement and a lack of transparency from the Board, which has not held quarterly earnings calls, unlike 97% of NYSE companies [2][5]. - The current Board's actions, including the inclusion of former CEO Gregory Bielli, are criticized for contributing to the company's poor stock performance, with Bielli's tenure marked by stagnation [3][4]. Group 2: Proposed Changes - Glenbrook supports Bulldog Capital's recognition of Tejon's untapped potential and the need for a change in direction, advocating for the election of Bulldog's nominees and the approval of Item 4 to enhance shareholder rights [4][5]. - Leading proxy advisory firms ISS and Glass Lewis have recommended voting in favor of the proposal that would allow shareholders to call special meetings, emphasizing the importance of this right for corporate governance and performance [5].

Core Viewpoint - Bulldog Investors, holding 2.1% of Tejon Ranch Co., is urging shareholders to elect new directors to enhance transparency and accountability, which they believe will lead to a higher stock price [1]. Group 1: Shareholder Concerns - Shareholders are worried about Tejon's significant expenditures and whether they will yield corresponding benefits, particularly regarding the Tejon Mountain Village (TMV) project [2]. - The Board previously claimed TMV was fully entitled and near execution, but similar statements were made in 2013, with over $100 million spent since then without any development progress [2]. Group 2: Management Accountability - Andrew Dakos, a director nominee, highlighted shareholders' frustrations with the Board's lack of accountability for questionable spending, which has negatively impacted Tejon's stock price [3]. - There is a clear need for directors who are committed to improving oversight and ensuring that Tejon does not remain a stagnant investment [3].

Core Viewpoint - Tejon Ranch Co. is actively pursuing strategic initiatives to enhance growth and shareholder value, particularly through its real estate development and agribusiness operations [1][2]. Group 1: Company Strategy and Development - Tejon Ranch is executing its strategy by developing residential and industrial projects at Tejon Ranch Commerce Center (TRCC) and progressing with entitlements for Master-Planned Communities (MPCs) [2]. - The company has achieved significant industrial land price appreciation of nearly 1,500% since the inception of TRCC, generating over $110 million in cumulative cash flows from commercial and industrial development since 2000 [2]. - Tejon is strategically investing in its Mountain Village, Grapevine, and Centennial developments to sustain growth and long-term value creation [2]. Group 2: Leadership and Governance - In 2024, Tejon's Board implemented a succession planning process, resulting in the appointment of a new CEO and four new directors, enhancing the Board's expertise and strategic outlook [2]. - The company engaged a compensation consultant to evaluate its executive compensation program, improving transparency and disclosures [2]. Group 3: Shareholder Engagement - Tejon urges shareholders to vote for its 10 nominees on the WHITE proxy card, emphasizing the importance of their support for the company's long-term value creation and economic growth in California [3][4]. - The company criticizes Bulldog Investors for lacking the necessary skills and knowledge to drive Tejon's strategy, asserting that Bulldog's nominees would derail the company's value creation plan [2].

Core Viewpoint - Tejon Ranch Co. urges shareholders to vote exclusively for its own director nominees on the WHITE proxy card, emphasizing that Bulldog Investors' campaign poses risks to the company's long-term value and shareholder interests [1][2][3]. Company Strategy and Performance - Tejon Ranch has a proven history of success in real estate development and securing land use entitlements, which is crucial for maximizing the value of its unique assets [7][10]. - The company has successfully generated over $110 million in cumulative cash flow from its Tejon Ranch Commerce Center (TRCC) through strategic planning and execution [11]. - Tejon has reduced discretionary land use entitlement spending by 38% over the past five years, demonstrating prudent capital allocation while maintaining low debt levels [12]. Risks of Bulldog Investors' Nominees - Bulldog Investors' nominees lack meaningful experience in real estate and California-specific regulations, which are essential for overseeing Tejon's complex operations [4][6]. - Bulldog's focus on short-term gains could jeopardize the long-term value created by Tejon's strategic investments in master planned communities (MPCs) [14]. Importance of Shareholder Vote - The company emphasizes the importance of shareholder votes in maintaining its strategic direction and protecting long-term investments against Bulldog's short-sighted approach [3][15]. - Tejon's Board believes that electing its recommended nominees is critical for continuing the company's value creation strategy and ensuring future returns for shareholders [13][16].

Core Viewpoint - Tejon Ranch Co. is urging shareholders to vote for its director nominees in the upcoming Annual Meeting to ensure the continuation of its long-term value-creating strategy and to oppose the nominees put forth by Bulldog Investors, which the company believes could disrupt its strategic direction [2][26][30]. Company Strategy and Performance - Tejon Ranch has implemented strategic improvements and a renewed commitment to operational excellence, including hiring a new CEO and engaging in active director refreshment to position the company for long-term success [3][24]. - The company reported a total revenue growth of 15% year-over-year to $21.6 million, with GAAP net income attributable to common shareholders increasing 186% year-over-year to $4.5 million, and adjusted EBITDA rising 116% to $10.5 million [8][40]. Development Projects - Tejon Ranch is focused on monetizing its 270,000 acres of land in Southern California, with plans for four master-planned communities that will include over 35,000 homesites and approximately 35 million square feet of commercial and industrial space [7][11]. - The Tejon Ranch Commerce Center (TRCC) is highlighted as a key asset, generating recurring revenue and showcasing the company's ability to develop master-planned communities successfully [12][9]. Housing Market Demand - California faces a severe housing shortage, with a need for over 180,000 new homes annually, while production has averaged just over 100,000 homes per year, creating a significant supply shortfall [16][17]. - Tejon's developments are positioned to address this critical need for housing and jobs, aligning with the state's economic development planning efforts [16][17]. Corporate Governance - The company emphasizes its commitment to high standards of corporate governance, with a purpose-built Board that has recently added four independent directors and engaged in succession planning [19][20]. - Tejon's Board members possess extensive experience in real estate development, land use entitlements, and corporate governance, which the company believes is essential for guiding its strategic priorities [19][30]. Leadership Changes - The appointment of Matt Walker as the new President and CEO is expected to further drive the company's strategy and unlock value, leveraging his extensive experience in California real estate [24][25].

Core Insights - Tejon Ranch Co. reported significant financial growth in 2024, driven by its commercial and industrial real estate operations, particularly the Tejon Ranch Commerce Center (TRCC) [2][4] - The company is optimistic about future growth opportunities, including a new joint venture for a warehouse facility and the development of a mixed-use community [2][10] Financial Highlights - For Q4 2024, GAAP net income attributable to common stockholders increased by 186% to $4.5 million, with earnings per share rising to $0.17 from $0.06 in Q4 2023 [5][22] - Total revenues for Q4 2024 rose by 15% to $21.6 million compared to $18.8 million in Q4 2023, with commercial/industrial segment revenues increasing by 33% [5][6] - Adjusted EBITDA for Q4 2024 was $10.5 million, a 116% increase from $4.8 million in Q4 2023 [6][26] Leasing and Occupancy - As of December 31, 2024, TRCC's industrial portfolio, through joint ventures, consists of 2.8 million square feet of gross leasable area (GLA) and is 100% leased [5] - The commercial portfolio, including joint ventures, has 620,907 square feet of GLA and is 96% leased [5] - The Outlets at Tejon achieved 93% occupancy as of December 31, 2024, marking its 10-year anniversary [5] Development Projects - Construction of the Terra Vista at Tejon multi-family residential development is underway, with Phase 1 including 228 of the planned 495 units expected to be available in Q2 2025 [5][10] - A new distribution facility for Nestlé USA is also under construction, totaling over 700,000 square feet [5] Capitalization and Liquidity - As of December 31, 2024, total capitalization was approximately $605.3 million, with a debt to total capitalization ratio of 29.5% [9][31] - The company had total liquidity of $146.8 million, including cash, securities, and available credit [9] 2025 Outlook - The company plans to pursue further commercial and industrial development, as well as multi-family projects within TRCC and its joint ventures [10] - There is an expectation for increased water sales opportunities in 2025, contingent on precipitation and state water project allocations [12]