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 onMay 20, 2020 : (1) the election of three Class III Directors, (2) the ratification of the appointment ofDeloitte & Touche LLP as our independent registered public accounting firm, (3) an advisory approval vote on executive compensation, and (4) amendments toTejon 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
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 onMarch 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 ofTejon Ranch Co. 2
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