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    TriCo Bancshares filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

    5/27/25 4:11:42 PM ET
    $TCBK
    Major Banks
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    tcbk-20250522
    falseTriCo Bancshares000035617100003561712025-05-222025-05-22


    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 22, 2025
    _______________________
    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 22, 2025, TriCo Bancshares (the “Company”) held its 2025 annual meeting of shareholders. As of the record date for the annual meeting, there were 32,892,488 shares of common stock outstanding entitled to vote on all proposals presented at the annual meeting. 27,813,335 shares of common stock, or 84.56% 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 compensation of the Company’s executive officers on an advisory (nonbinding) basis, and (iii) ratified the selection of Moss Adams LLP as the Company’s principal independent auditor for 2025. 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. Garen24,363,477129,1503,320,708
    Cory W. Giese24,185,806306,8213,320,708
    John S. A. Hasbrook23,746,754745,8733,320,708
    Margaret L. Kane24,365,354127,2733,320,708
    Michael W. Koehnen24,346,044146,5833,320,708
    Anthony L. Leggio24,367,274125,3533,320,708
    Martin A. Mariani24,179,578313,0493,320,708
    Thomas C. McGraw24,382,888109,7393,320,708
    Jon Y. Nakamura24,378,318114,3093,320,708
    Richard P. Smith24,308,399184,2283,320,708
    Kimberley H. Vogel24,365,913126,7143,320,708


    2. Advisory (nonbinding) resolution to approve the compensation of the Company’s executives:
    Votes
    For24,410,766 
    Against849,050 
    Abstain232,810 
    Broker Non-Votes3,320,708 

    3. Ratification of Moss Adams LLP as the Company’s independent public accountants for the 2025 fiscal year:
    Votes
    For27,633,761 
    Against114,474 
    Abstain65,099 
    Broker Non-Votes— 






    Item 8.01 Other Events

    Election of Chairman of the Board

    Following the 2025 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 27, 2025
    /s/ Peter G. Wiese
    Peter G. Wiese, Executive Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)


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