Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


Four proposals were acted on at the 2020 Annual Meeting of the stockholders held
on May 20, 2020: (1) the election of three Class III Directors, (2) the
ratification of the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm, (3) an advisory approval vote on executive
compensation, and (4) amendments to Tejon Ranch Co.'s ("Company") Certificate of
Incorporation (see the disclosure below filed pursuant to Item 5.03 for
additional discussion of this item).

The Company's stockholders elected three Class III Directors, approved the appointment of Deloitte & Touche LLP and approved the advisory vote on executive compensation as reflected below.

Following are the votes cast for or withheld for each Director:





                                      For          Withheld       Not voted
             Gregory S. Bielli      19,162,974       483,871       2,468,002
             Anthony L. Leggio      19,070,096       576,749       2,468,002
             Norman J. Metcalfe     18,977,829       669,016       2,468,002


Following are the votes cast for and against ratification of the independent
public accounting firm:



                   For           Against      Abstain       Not Voted
                   21,915,051     153,214       46,582       2,468,002


Following are the votes cast related to the advisory approval vote on executive
compensation:



                  For            Against       Abstain       Not Voted
                  15,477,471     4,098,043       71,331       2,468,002

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal

Year




With respect to the proposed amendments to the Certificate of Incorporation that
were identified as Proposal 4 and acted on at the 2020 Annual Meeting, these
amendments were previously disclosed in the Company's Schedule 14A Proxy
Statement, filed with the Commission on March 31, 2020. The proposed amendments
consisted of three subproposals as follows: (4)(a) amendments to declassify the
Board and provide for the annual election of all Directors, (4)(b) amendments to
remove provisions related to the submission of nominations and other business at
stockholder meetings, with such provisions being addressed in the bylaws and
(4)(c) amendments to make non-substantive changes to the certificate, including
permitting the Board to increase or reduce the size of the Board by resolution.
As discussed in the Company's previously filed Proxy Statement, proposal 4(c)
would only be adopted if proposals 4(a) and 4(b) were both approved by the
stockholders.

Below are the votes cast for or withheld for each proposed set of amendments to the Certificate of Incorporation:





                                             For            Against        Abstain       Not voted       Adopted
Proposal 4(a) Board
Declassification/Annual Election           19,233,068         157,534       256,243       2,468,002           Yes
Proposal 4(b) Removal of Notice for
Nominations/Business                       11,794,816       7,630,961       221,068       2,468,002            No
Proposal 4(c) Non-Substantive
Changes/Board Size by Resolution           19,256,274         166,467       224,104       2,468,002            No

Item 9.01 Financial Statements and Exhibits






       (d)    Exhibits

       99.1     Restated Certificate of Incorporation of Tejon Ranch Co.




                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses