Form 8-K - Current report

falseTriCo Bancshares000035617100003561712024-05-232024-05-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

____________________

FORM 8-K

_________________________________________

Current report pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 23, 2024

_______________________

(Exact name of registrant as specified in its charter)

_______________________

California			0-10661			94-2792841
(State or other jurisdiction of incorporation or organization)			(Commission File No.)			(I.R.S. Employer Identification No.)

63 Constitution Drive			Chico,			California			95973
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: [phone]

_____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐			Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

TCBK

Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.07 Submission of Matters to a Vote of Security Holders

On May 23, 2024, TriCo Bancshares (the “Company”) held its 2024 annual meeting of shareholders. As of the record date for the annual meeting, there were 33,168,770 shares of common stock outstanding entitled to vote on all proposals presented at the annual meeting. 28,311,531 shares of common stock, or 85.4% of the total outstanding, were present at the meeting in person or by proxy. At the annual meeting, the Company’s shareholders (i) elected all 11 nominees to the Company’s Board of Directors, (ii) approved the Company's 2024 Equity Incentive Plan, (iii) approved the compensation of the Company’s executive officers on an advisory (nonbinding) basis, and (iv) ratified the selection of Moss Adams LLP as the Company’s principal independent auditor for 2024. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting.

1.Election of the following 11 nominees to the Company’s Board of Directors:

Nominee						For						Withheld						Abstained/Broker Non-Votes
Kirsten E. Garen						24,609,171						310,222						3,391,996
Cory W. Giese						24,450,045						469,349						3,391,996
John S. A. Hasbrook						23,618,432						1,300,962						3,391,996
Margaret L. Kane						24,638,601						280,793						3,391,996
Michael W. Koehnen						24,668,278						251,116						3,391,996
Anthony L. Leggio						24,633,270						286,124						3,391,996
Martin A. Mariani						24,449,255						470,139						3,391,996
Thomas C. McGraw						24,627,803						291,591						3,391,996
Jon Y. Nakamura						24,628,217						291,177						3,391,996
Richard P. Smith						24,573,333						346,061						3,391,996
Kimberley H. Vogel						24,624,340						295,054						3,391,996

2. Approve the Equity Incentive Plan:

			Votes
For			24,100,200
Against			650,158
Abstain			169,177
Broker Non-Votes			3,391,996

3. Advisory (nonbinding) resolution to approve the compensation of the Company’s executives:

			Votes
For			24,295,880
Against			444,625
Abstain			179,030
Broker Non-Votes			3,391,996

4. Ratification of Moss Adams LLP as the Company’s independent public accountants for the 2024 fiscal year:

			Votes
For			28,015,563
Against			134,512
Abstain			161,456
Broker Non-Votes			—

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Item 8.01 Other Events

Election of Chairman of the Board

Following the 2024 Annual Meeting, the Board of Directors of the Company (“Board”) unanimously elected Richard P. Smith, President and Chief Executive Officer of the Company as Chairman of the Board. The Board also unanimously elected Cory W. Giese as Lead Independent Director of the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			TRICO BANCSHARES
Date: May 29, 2024			/s/ Peter G. Wiese
			Peter G. Wiese, Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)

Cover	May 23, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 23, 2024
Entity Registrant Name	TriCo Bancshares
Entity Incorporation, State or Country Code	CA
Entity File Number	0-10661
Entity Tax Identification Number	94-2792841
Entity Address, Address Line One	63 Constitution Drive
Entity Address, City or Town	Chico,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95973
City Area Code	530
Local Phone Number	898-0300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	TCBK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000356171

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