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 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 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)) |
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 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. |
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).
1. | 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 |
2. | 2019 Equity Compensation Plan: |
Votes | ||||
For | 21,827,124 | |||
Against | 807,842 | |||
Abstain | 314,464 | |||
BrokerNon-Votes | 4,277,261 |
3. | Advisory (nonbinding) resolution to approve the compensation of the Company’s executives: |
Votes | ||||
For | 21,624,052 | |||
Against | 890,579 | |||
Abstain | 434,799 | |||
BrokerNon-Votes | 4,277,261 |
4. | 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 | |||
BrokerNon-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.
Date: May 28, 2019 | TRICO BANCSHARES | |||||
(Registrant) | ||||||
By: | /s/ Gregory A. Gehlmann | |||||
Gregory A. Gehlmann | ||||||
Senior Vice President, General Counsel |