TriCo Bancshares 8K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM8-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, 2018

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 Form8-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 rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐	Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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, 2018, TriCo Bancshares (the “Company”) held its 2018 annual meeting of shareholders. As of the record date for the annual meeting, there were 22,968,323 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 10 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 2018. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting.

Election of the following 10 nominees to the Company’s Board of Directors:


Nominee	For		Withheld		Abstained/ Broker Non-Votes
Donald J. Amaral		17,052,443		295,684		2,870,522
William J. Casey		16,720,402		627,725		2,870,522
L. Gage Chrysler III		16,181,350		1,167,493		2,870,522
Craig S. Compton		16,717,370		630,757		2,870,522
Cory W. Giese		17,192,622		155,505		2,870,522
John S. A. Hasbrook		17,053,023		295,104		2,870,522
Michael W. Koehnen		17,051,852		296,274		2,870,522
Martin A. Mariani		17,237,205		110,922		2,870,522
Richard P. Smith		17,258,981		89,146		2,870,522
W. Virginia Walker		17,238,897		109,230		2,870,522

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


	Votes
For		16,619,160
Against		513,506
Abstain		216,177
BrokerNon-Votes		2,870,522

Ratification of Moss Adams LLP as the Company’s independent public accountants for the 2018 fiscal year:


	Votes
For		20,039,482
Against		39,946
Abstain		139,937
BrokerNon-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 24, 2018	TRICO BANCSHARES (Registrant)

	By:	/s/ Richard P. Smith
		Richard P. Smith
		President, Chief Executive Officer

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