| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Board of Directors (the “Board”) of Tejon Ranch Co. (the “Company”) unanimously voted on September 21, 2021 to elect Susan Hori to the Board, effective December 1, 2021. Hori fills a vacancy resulting from the Board’s action to increase the size of the Board (see current report for Item 5.03 below). She will serve as a Class I Director. She will be appointed at a future date during the annual committee appointment process to serve on one or more committees of the Board.
Ms. Hori is a partner and land use attorney with Manatt, Phelps & Phillips, LLP, where she also serves as the head of the Firm’s Orange County office. Her practice focuses on obtaining land use development entitlements for landowners and developers, including local land use approvals, California Environmental Quality Act (CEQA) compliance, and state and federal regulatory agency permits for real estate development projects.
“We are very pleased to have Susan Hori join our Board of Directors,” said Gregory S. Bielli, president and CEO of Tejon Ranch Co. “She has extensive experience and a distinguished legal career, and undoubtedly will be a tremendous asset for Tejon Ranch Co. as a member of the board.”
The hallmark of Susan’s practice is her track record of success in navigating the complex process of multiagency permits and approvals. Her clients include landowners, financial institutions, developers and builders in the residential, retail, hotel/resort, and commercial and industrial development industries.
“I’m honored to join the Tejon Ranch Co. Board of Directors,” said Hori. “The 270,000-acre Tejon Ranch is vitally important as a housing and job creator for California, and I look forward to joining with other board members to guide the Company as it unlocks the value inherent in the land for the benefit of its shareholders and stakeholders.”
Ms. Hori graduated magna cum laude from the University of Washington and earned her law degree at the University of California, Berkeley. Prior to entering private practice, Susan clerked for the Alaska Supreme Court and served as an attorney with the Solicitor’s Office in the Department of the Interior in Washington, D.C., where she represented the U.S. Fish and Wildlife Service.
Ms. Hori has (i) no arrangements or understandings with any other person pursuant to which she was appointed as a director and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.
Ms. Hori (i) has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K and (ii) as of the date of this Current Report on Form 8-K, she holds no direct or indirect beneficial ownership in the Company’s stock or rights to acquire the Company’s stock.
Ms. Hori will serve pursuant to the standard compensation agreement that the Company has with its other Board members as described in the 2021 Proxy Statement, as such agreement may be amended from time to time and disclosed in future Proxy Statements.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year |
The Company’s Bylaws provide that the authorized number of Directors of the Company shall be nine unless amended by resolution of the Board of Directors. Through an amendment to the Bylaws, adopted by resolution, the Board has increased the number of Directors from nine to ten, effective as of December 1, 2021.
| Item 9.01 | Financial Statements and Exhibits |
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