Current Report Filing (8-k)
May 25 2017 - 4:39PM
Edgar (US Regulatory)
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, 2017
TriCo
Bancshares
(Exact name of registrant as specified in its charter)
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California
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0-10661
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94-2792841
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(State or other jurisdiction of
incorporation or organization)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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63 Constitution Drive, Chico, California
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95973
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Submission of Matters to a Vote of Security Holders.
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On May 23, 2017, TriCo
Bancshares (the Company) held its 2017 annual meeting of shareholders. As of the record date for the annual meeting, there were 22,873,305 shares of common stock outstanding entitled to vote on all proposals presented at the annual
meeting. 19,763,903 shares of common stock, or 86.41% of the total outstanding, were present at the meeting in person or by proxy. At the annual meeting, the Companys shareholders (i) elected all 11 nominees to the Companys Board of
Directors, (ii) approved the compensation of the Companys executive officers on an advisory (nonbinding) basis, (iii) voted, on an advisory (nonbinding) basis, on the frequency of future advisory votes concerning the compensation of
our executives, and (iv) ratified the selection of Crowe Horwath, LLP as the Companys principal independent auditor for 2017. The following are the voting results of each matter submitted to the Companys shareholders at the
annual meeting.
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1.
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Election of the following 11 nominees to the Companys Board of Directors:
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Nominee
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For
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Withheld
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Abstained/
Broker
Non-Votes
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Donald J. Amaral
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16,723,957
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313,219
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2,726,727
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William J. Casey
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16,316,510
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720,666
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2,726,727
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Craig S. Compton
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16,373,547
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663,630
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2,726,727
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L. Gage Chrysler III
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15,653,930
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1,383,246
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2,726,727
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Cory W. Giese
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16,910,227
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126,949
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2,726,727
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John S. A. Hasbrook
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16,729,914
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307,262
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2,726,727
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Patrick A. Kilkenny
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16,922,993
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114,183
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2,726,727
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Michael W. Koehnen
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16,727,022
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310,154
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2,726,727
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Martin A. Mariani
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16,912,174
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125,002
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2,726,727
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Richard P. Smith
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16,870,846
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166,330
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2,726,727
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W. Virginia Walker
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16,913,340
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123,836
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2,726,727
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2.
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Advisory (nonbinding) resolution to approve the compensation of the Companys executives:
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Votes
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For
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16,229,113
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Against
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559,513
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Abstain
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248,550
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Broker Non-Votes
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2,726,727
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3.
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Advisory (nonbinding) vote concerning the frequency of the advisory resolution concerning executive compensation:
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Votes
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1 year
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14,096,039
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2 years
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155,217
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3 years
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2,604,961
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Abstain
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180,959
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Broker Non-Votes
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2,726,727
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4.
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Ratification of Crowe Horwath LLP as the Companys independent public accountants for the 2017 fiscal year:
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Votes
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For
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19,621,089
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Against
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31,657
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Abstain
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111,158
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Broker Non-Votes
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0
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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 hereunto duly authorized.
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Date: May 25, 2017
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TRICO BANCSHARES
(Registrant)
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By:
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/s/ Thomas J. Reddish
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Thomas J. Reddish
Executive Vice President
Chief Financial Officer
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-3-
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