Current Report Filing (8-k)
May 24 2022 - 4:58PM
Edgar (US Regulatory)
falseTriCo Bancshares000035617100003561712022-05-192022-05-19
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 19, 2022
_______________________
(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)) |
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 19, 2022 (the “2022 Annual Meeting”). As of the record date for the annual meeting, there were 33,802,971 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 2022. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting (if fractional share – eliminated).
1.Election of the following 12 nominees to the Company’s Board of Directors:
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | For | | Withheld | | Abstained/Broker Non-Votes |
| Donald J. Amaral | | 24,712,799 | | | 1,218,761 | | | 3,492,219 | |
| Kirsten E. Garen | | 25,531,268 | | | 400,293 | | | 3,492,219 | |
| Cory W. Giese | | 25,517,149 | | | 414,411 | | | 3,492,219 | |
| John S. A. Hasbrook | | 24,051,906 | | | 1,879,655 | | | 3,492,219 | |
| Margaret L. Kane | | 25,302,044 | | | 629,516 | | | 3,492,219 | |
| Michael W. Koehnen | | 25,491,294 | | | 440,267 | | | 3,492,219 | |
| Anthony L. Leggio | | 25,593,307 | | | 338,254 | | | 3,492,219 | |
| Martin A. Mariani | | 24,972,469 | | | 959,092 | | | 3,492,219 | |
| Thomas C. McGraw | | 25,655,408 | | | 276,152 | | | 3,492,219 | |
| Jon Y. Nakamura | | 25,583,952 | | | 347,609 | | | 3,492,219 | |
| Richard P. Smith | | 25,292,313 | | | 639,247 | | | 3,492,219 | |
| Kimberley H. Vogel | | 25,500,275 | | | 431,286 | | | 3,492,219 | |
2. Advisory (nonbinding) resolution to approve the compensation of the Company’s executives:
| | | | | |
| Votes |
| For | 24,825,414 | |
| Against | 431,886 | |
| Abstain | 674,260 | |
| Broker Non-Votes | 3,492,219 | |
3. Ratification of Moss Adams LLP as the Company’s independent public accountants for the 2022 fiscal year:
| | | | | |
| Votes |
| For | 29,105,466 | |
| Against | 91,693 | |
| Abstain | 226,620 | |
| Broker Non-Votes | 0 |
Item 8.01 Other Events.
Election of Chairman of the Board
Following the 2022 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.
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 24, 2022 | /s/ Peter G. Wiese |
| Peter G. Wiese, Executive Vice President and Chief Financial Officer |
| (Principal Financial and Accounting Officer) |
TriCo Bancshares (NASDAQ:TCBK)
Historical Stock Chart
From Mar 2024 to Apr 2024
TriCo Bancshares (NASDAQ:TCBK)
Historical Stock Chart
From Apr 2023 to Apr 2024
