| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On March 18, 2019, Tejon Ranch Co. (“Company”) dismissed Ernst & Young LLP (“E&Y”) as the Company’s independent registered public accounting firm, effective that date. This dismissal was approved by the Audit Committee of the Board of Directors (the “Audit Committee”).
The reports of E&Y on the Company’s consolidated financial statements for the fiscal years ended December 31, 2018 and 2017 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the fiscal years ended December 31, 2018 and 2017, and the subsequent interim period through March 18, 2019 there were no disagreements with E&Y, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of E&Y, would have caused them to make reference to the subject matter of the disagreement in connection with their report on the Company’s financial statements, nor were there any reportable event (as described in paragraph 304(a)(1)(v) of RegulationS-K).
The Company has provided a copy of the disclosures it is making in this Item 4.01(a) of this Current Report on Form8-K and requested that E&Y furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements above, and, if not, stating the respects in which it does not agree. A copy of E&Ys letter dated March 19, 2019 is filed as Exhibit No. 99.1 hereto.
(b) Engagement of New Independent Registered Accounting Firm
The Audit Committee conducted a comprehensive and competitive process to determine the Company’s independent registered public accounting firm for the Company’s 2019 fiscal year. As a result of this process, on March 18, 2019, the Company engaged Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm, for the fiscal year ending December 31, 2019. This engagement was approved by the Audit Committee. Additionally, although ratification is not required by our certificate of incorporation, bylaws or otherwise, the Board is submitting the selection of Deloitte to our stockholders for ratification as a matter of good corporate practice at the Company’s annual stockholders meeting, which will be held on May 15, 2019. In the event that stockholders do not ratify the appointment of Deloitte, the appointment may be reconsidered by the Audit Committee and the Board.
During the fiscal years ended December 31, 2018 and 2017, and the subsequent interim period through March 18, 2019, neither the Company nor anyone on its behalf consulted with Deloitte regarding either (i) the application of accounting principles to a specific transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and either a written report or oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of RegulationS-K or any reportable event within the meaning of Item 304(a)(1)(v) of RegulationS-K.
| Item 9.01 | Financial Statements and Exhibits. |
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