BSRR Sierra Bancorp

Item 5.07 submission of matters to a vote of security holders

The Company’s annual meeting of shareholders was held on May 22, 2019, at which time shareholders voted in favor of item 1, election of directors, item 2, ratification of appointment of independent accountants, and item 3, advisory vote on executive compensation.  Proxies were solicited by the Company’s management pursuant to Regulation 14 under the Securities Exchange Act of 1934.

A total of 13,670,136 shares were represented and voting at the meeting, constituting 89% of the 15,327,830 issued and outstanding shares entitled to vote at the meeting.  There was no solicitation in opposition to Management’s nominees for directorship as listed in the proxy statement, and all of such nominees were elected pursuant to the vote of shareholders.  The vote on the election of the five nominees to serve as Class II directors for two-year terms was as follows:

There were 2,664,693 broker non-votes received with respect to this item.

The terms of the following directors continued after the shareholders’ meeting:  Robb Evans, James C. Holly, Lynda B. Scearcy, and Morris A. Tharp.

The appointment of Vavrinek, Trine, Day & Co., LLP as the Company’s independent registered public accounting firm for 2019 was ratified, with the number of shares cast as follows:

For: 13,045,636

Against: 152,838

Abstain: 471,662

The number voting “for” constituted 95% of the total number of shares represented and voting at the meeting with respect to proposal 2.  There were no broker non-votes with respect to this item.

The advisory vote on executive compensation was approved, with the number of shares cast as follows:

For: 9,380,579

Against: 1,524,109

Abstain: 100,755

The number voting “for” constituted 85% of the total number of shares represented and voting at the meeting with respect to proposal 3.  There were 2,664,693 broker non-votes received with respect to this item.

2