TriCo Bancshares (TCBK) 8-K Submission of Matters to a Vote of Security Holders

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)

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))

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 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 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, (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 Company’s principal independent auditor for 2017. 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:

Nominee	For		Withheld		Abstained/ Broker Non-Votes
Donald J. Amaral		16,723,957		313,219		2,726,727
William J. Casey		16,316,510		720,666		2,726,727
Craig S. Compton		16,373,547		663,630		2,726,727
L. Gage Chrysler III		15,653,930		1,383,246		2,726,727
Cory W. Giese		16,910,227		126,949		2,726,727
John S. A. Hasbrook		16,729,914		307,262		2,726,727
Patrick A. Kilkenny		16,922,993		114,183		2,726,727
Michael W. Koehnen		16,727,022		310,154		2,726,727
Martin A. Mariani		16,912,174		125,002		2,726,727
Richard P. Smith		16,870,846		166,330		2,726,727
W. Virginia Walker		16,913,340		123,836		2,726,727

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

	Votes
For		16,229,113
Against		559,513
Abstain		248,550
Broker Non-Votes		2,726,727

3. Advisory (nonbinding) vote concerning the frequency of the advisory resolution concerning executive compensation:

	Votes
1 year		14,096,039
2 years		155,217
3 years		2,604,961
Abstain		180,959
Broker Non-Votes		2,726,727

4. Ratification of Crowe Horwath LLP as the Company’s independent public accountants for the 2017 fiscal year:

	Votes
For		19,621,089
Against		31,657
Abstain		111,158
Broker Non-Votes		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.

Date: May 25, 2017	TRICO BANCSHARES             (Registrant)
	By:	/s/ Thomas J. Reddish
		Thomas J. Reddish Executive Vice President Chief Financial Officer

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