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
_______________________
ntricobancshares_logo.jpg
(Exact name of registrant as specified in its charter)
_______________________
California0-1066194-2792841
(State or other jurisdiction of
incorporation or organization)		(Commission File No.)(I.R.S. Employer
Identification No.)
63 Constitution Drive

Chico,California95973
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (530) 898-0300
_____________________
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 classTrading
Symbol(s)		Name of each exchange
on which registered
Common Stock, no par valueTCBKNasdaq
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. ☐






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:
NomineeForWithheldAbstained/Broker Non-Votes
Kirsten E. Garen24,609,171310,2223,391,996
Cory W. Giese24,450,045469,3493,391,996
John S. A. Hasbrook23,618,4321,300,9623,391,996
Margaret L. Kane24,638,601280,7933,391,996
Michael W. Koehnen24,668,278251,1163,391,996
Anthony L. Leggio24,633,270286,1243,391,996
Martin A. Mariani24,449,255470,1393,391,996
Thomas C. McGraw24,627,803291,5913,391,996
Jon Y. Nakamura24,628,217291,1773,391,996
Richard P. Smith24,573,333346,0613,391,996
Kimberley H. Vogel24,624,340295,0543,391,996

2. Approve the Equity Incentive Plan:
Votes
For24,100,200 
Against650,158 
Abstain169,177 
Broker Non-Votes3,391,996 

3. Advisory (nonbinding) resolution to approve the compensation of the Company’s executives:
Votes
For24,295,880 
Against444,625 
Abstain179,030 
Broker Non-Votes3,391,996 

4. Ratification of Moss Adams LLP as the Company’s independent public accountants for the 2024 fiscal year:
Votes
For28,015,563 
Against134,512 
Abstain161,456 
Broker Non-Votes— 





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)


v3.24.1.1.u2
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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