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 27, 2020
_______________________
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):
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| ☐ | 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)) |
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| ☐ | 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 |
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
TriCo Bancshares (the “Company”) held its annual meeting of shareholders on May 27, 2020 (the “2020 Annual Meeting”). As of the record date for the annual meeting, there were 29,973,516 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 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 2020. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting (if fractional share – rounded).
1.Election of the following 12 nominees to the Company’s Board of Directors:
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Withheld | | Abstained/Broker Non-Votes |
| Donald J. Amaral | | 21,682,378 | | | | 687,461 | | | | 3,980,981 | |
| L. Gage Chrysler III | | 19,249,412 | | | | 3,120,427 | | | | 3,980,981 | |
| Craig S. Compton | | 21,769,208 | | | 600,632 | | | 3,980,981 | |
| Kirsten E. Garen | | 22,167,077 | | | 202,762 | | | 3,980,981 | |
| Cory W. Giese | | 22,157,088 | | | 212,751 | | | 3,980,981 | |
| John S. A. Hasbrook | | 21,748,032 | | | 621,807 | | | 3,980,981 | |
| Margaret L. Kane | | 21,467,873 | | | 901,966 | | | 3,980,981 | |
| Michael W. Koehnen | | 21,558,077 | | | 811,762 | | | 3,980,981 | |
| Martin A. Mariani | | 21,979,125 | | | 390,714 | | | 3,980,981 | |
| Thomas C. McGraw | | 21,850,015 | | | 519,824 | | | 3,980,981 | |
| Richard P. Smith | | 22,031,322 | | | 338,517 | | | 3,980,981 | |
| Kimberley H. Vogel | | 22,167,077 | | | 202,762 | | | 3,980,981 | |
2. Advisory (nonbinding) resolution to approve the compensation of the Company’s executives:
| | | | | |
| Votes |
| For | 21,409,876 | |
| Against | 581,356 | |
| Abstain | 378,608 | |
| Broker Non-Votes | 3,980,981 | |
3. Ratification of Moss Adams LLP as the Company’s independent public accountants for the 2020 fiscal year:
| | | | | |
| Votes |
| For | 26,245,682 | |
| Against | 75,731 | |
| Abstain | 29,407 | |
| Broker Non-Votes | N/A |
Item 8.01 Other Events.
Election of Chairman of the Board
Following the 2020 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.
Dividends
The Board of Directors of TriCo Bancshares (NASDAQ: TCBK), parent company of Tri Counties Bank, declared a quarterly cash dividend of $0.22 (twenty-two cents) per share on its common stock, no par value, on May 28, 2020. The dividend is payable on June 26, 2020 to holders of record on June 12, 2020.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 Press release dated June 1, 2020
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 | |
| (Registrant) | |
| | |
| Date: June 1, 2020 | By: | /s/ Peter G. Wiese |
| | Peter G. Wiese |
| | Executive Vice President and Chief Financial Officer |
