Current Report Filing (8-k)

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 21, 2019

TriCo Bancshares

(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: (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 class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, no par value

TCBK

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

TriCo Bancshares (the “Company”) held its annual meeting of shareholders on May 21, 2019 (the “2019 Annual Meeting”). As of the record date for the annual meeting, there were 30,432,419 shares of common stock outstanding entitled to vote on all proposals presented at the annual meeting. At the annual meeting, the Company’s shareholders (i) elected all 12 nominees to the Company’s Board of Directors, (ii) approved the 2019 Equity Compensation 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 2019. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting (if fractional share – rounded).

Election of the following 12 nominees to the Company’s Board of Directors:


Nominee	For		Withheld		Abstained/ Broker Non-Votes
Donald J. Amaral		22,281,482		666,473		4,277,261
Thomas G. Atwood		22,661,882		286,073		4,277,261
William J. Casey		21,249,078		1,698,876		4,277,261
L. Gage Chrysler III		21,967,726		980,229		4,277,261
Craig S. Compton		21,855,905		1,092,050		4,277,261
Cory W. Giese		22,705,794		242,161		4,277,261
John S. A. Hasbrook		21,858,167		1,089,788		4,277,261
Michael W. Koehnen		21,856,831		1,091,124		4,277,261
Martin A. Mariani		22,592,480		355,475		4,277,261
Thomas C. McGraw		22,422,460		525,495		4,277,261
Richard P. Smith		22,664,770		283,185		4,277,261
W. Virginia Walker		22,582,826		365,129		4,277,261

2019 Equity Compensation Plan:


	Votes
For		21,827,124
Against		807,842
Abstain		314,464
Broker Non-Votes		4,277,261

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


	Votes
For		21,624,052
Against		890,579
Abstain		434,799
Broker Non-Votes		4,277,261

Ratification of Moss Adams LLP as the Company’s independent public accountants for the 2019 fiscal year:


	Votes
For		26,731,225
Against		217,479
Abstain		277,987
Broker Non-Votes		N/A

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.