Proxy Battle at Tejon Ranch: ISS and Glass Lewis Back Management’s Slate Amid Activist Challenge

The ongoing proxy battle at Tejon Ranch Co. (NYSE: TRC) has taken a decisive turn, with both leading proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, issuing clear recommendations urging shareholders to vote “FOR” all 10 of the company’s director nominees while withholding support for the three candidates proposed by activist investor Bulldog Investors. This dual endorsement marks a significant victory for Tejon’s management, as proxy advisors often carry substantial influence in shareholder voting. The stakes are high: Tejon’s board, which oversees a sprawling 270,000-acre land portfolio strategically located between Los Angeles and Bakersfield, faces a challenge from Bulldog, which has aggressively increased its stake in the company and seeks to install three of its nominees.

Proxy Advisors’ Rationale: Bulldog Falls Short

Both ISS and Glass Lewis concluded that Bulldog’s campaign lacks the substance to justify replacing current directors. ISS emphasized that Bulldog had “not presented a compelling case for change”, citing its failure to identify which specific directors it sought to unseat or articulate a coherent strategy for improving shareholder value. The firm further noted that two of Bulldog’s three nominees were already overboarded, serving on multiple other boards, raising questions about their availability and commitment. ISS stated, “Bulldog’s nominees pose risks to the board’s continuity and effectiveness,” while endorsing Tejon’s slate for their *“right mix of experience, discipline, and strategic vision.”

Glass Lewis echoed these concerns, recommending shareholders “withhold” votes for Bulldog’s nominees due to their “lack of appropriate industry experience” and Bulldog’s admitted uncertainty about the company’s needs. The firm highlighted Bulldog’s own acknowledgment that it “cannot be sure what changes are needed,” concluding that its nominees would not add value to Tejon’s board.

Tejon’s Defense: Experience vs. Opportunism

Tejon management has framed the proxy battle as a choice between continuity and disruption. The company argues its board—comprising seasoned leaders with expertise in real estate, agriculture, and governance—is uniquely positioned to execute its long-term strategy. This includes unlocking value from its prime land holdings, which include potential residential, commercial, and agricultural developments.

The company’s stock price, while volatile, has remained resilient amid the proxy contest.

Tejon also points to its recent milestones, such as progress on its Tejon Mountain Village development and its agribusiness operations, which generated $64 million in revenue in 2023. Shareholders are urged to follow ISS and Glass Lewis’ recommendations to “protect the board’s focus on long-term value creation” and avoid the risks of an activist-driven shakeup.

Voting Details and Stakes

Shareholders are directed to vote “FOR” only Tejon’s nominees via the WHITE Proxy Card, with instructions to withhold votes for Bulldog’s slate. Voting deadlines are tied to the May 13, 2025 Annual Meeting, with options to vote online, by mail, or through proxy solicitors like D.F. King & Co.

The outcome could hinge on shareholder sentiment toward Bulldog’s track record. While Bulldog has historically targeted underperforming companies, its recent stake increase—+482.6% in Q4 2024—reflects its confidence in the proxy contest. However, ISS and Glass Lewis’ dismissive assessment of its nominees underscores the risks of an activist campaign perceived as “opportunistic” rather than value-driven.

Conclusion: A Vote of Confidence in Governance

The dual recommendations from ISS and Glass Lewis are a strong endorsement of Tejon’s governance and strategic direction. With proxy advisors often swaying institutional investors, their support could tip the vote in management’s favor, preserving board continuity and enabling the company to focus on its land development pipeline and agribusiness.

Historically, Tejon’s board has faced reduced shareholder support in prior years, such as a 34% vote against directors in 2023 due to governance concerns. This year’s proxy contest, however, differs: the advisory firms’ explicit backing signals that Bulldog’s nominees lack the qualifications and clarity required to improve governance.

For shareholders, the choice is clear: vote “FOR” Tejon’s slate to maintain a board with deep industry expertise, or risk destabilizing a company with $1.2 billion in assets and a land portfolio that could deliver significant upside as California’s housing demand grows. As ISS and Glass Lewis have concluded, continuity—not disruption—is the safer bet for long-term value.

Data sources: Tejon Ranch Co. SEC filings, ISS/Glass Lewis reports, Quiver AI institutional holdings data.