--- schema_version: "secwatch.filing_event.v1" accession: "0000356171-23-000033" form_type: "8-K" ticker: "TCBK" cik: "0000356171" company_name: "TRICO BANCSHARES /" filed_at: "2023-05-23T23:59:59+00:00" generated_at: "2026-06-14T17:34:09.897976+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.35 calibrated_materiality_score: 0.35 confidence: "high" source: SEC EDGAR --- # TriCo Bancshares amends bylaws, holds annual meeting, elects Richard P. Smith as Chairman ## Summary - Amended bylaws to address universal proxy rules, California law changes, and advance notice timelines. - Annual meeting held May 18, 2023; 87.36% of shares represented (28.8M of 32.9M outstanding). - All 12 director nominees elected; advisory vote on executive compensation approved (24.2M for). - Auditor Moss Adams ratified for 2023 with 28.4M votes for, 122K against. - Board elected Richard P. Smith as Chairman and Cory W. Giese as Lead Independent Director. ## SEC filing metadata - accession: 0000356171-23-000033 - form_type: 8-K - ticker: TCBK - cik: 0000356171 - company_name: TRICO BANCSHARES / - filed_at: 2023-05-23T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.35 - calibrated_materiality_score: 0.35 - confidence: high - sec_items: 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/356171/000035617123000033/0000356171-23-000033-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/356171/000035617123000033/tcbk-20230518.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000356171-23-000033 - JSON: https://secwatch.observer/filing/0000356171-23-000033.json - Plain text: https://secwatch.observer/filing/0000356171-23-000033.txt ## Key facts - Governance Changes TRICO BANCSHARES /: Board approved and adopted amended and restated bylaws effective immediately, incorporating changes related to universal proxy rules, CGCL, and various procedural updates (effective 2023-05-18). - Change: bylaw amendment - Effective: 2023-05-18 source text: On May 18, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the California General Corporation Law (the “CGCL”), and a periodic review of the bylaws of TriCo Bancshares (the “Company”), the Company’s board of directors (the “Board”) approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), which became immediately effective. evidence_url: https://www.sec.gov/Archives/edgar/data/356171/000035617123000033/0000356171-23-000033-index.htm - Shareholder Votes TRICO BANCSHARES / shareholders approved Election of directors at the 2023-05-18 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-18 source text: On May 18, 2023, TriCo Bancshares (the “Company”) held its 2023 annual meeting of shareholders. As of the record date for the annual meeting, there were 32,921,774 shares of common stock outstanding entitled to vote on all proposals presented at the annual meeting. 28,760,810 shares of common stock, or 87.36% 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 Moss Adams LLP as the Company’s principal independent auditor for 2023. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting. 1. Election of the following 12 nomi evidence_url: https://www.sec.gov/Archives/edgar/data/356171/000035617123000033/0000356171-23-000033-index.htm - Shareholder Votes TRICO BANCSHARES / shareholders approved Ratification of Moss Adams LLP as auditor at the 2023-05-18 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-18 source text: On May 18, 2023, TriCo Bancshares (the “Company”) held its 2023 annual meeting of shareholders. As of the record date for the annual meeting, there were 32,921,774 shares of common stock outstanding entitled to vote on all proposals presented at the annual meeting. 28,760,810 shares of common stock, or 87.36% 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 Moss Adams LLP as the Company’s principal independent auditor for 2023. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting. 1. Election of the following 12 nomi evidence_url: https://www.sec.gov/Archives/edgar/data/356171/000035617123000033/0000356171-23-000033-index.htm - Shareholder Votes TRICO BANCSHARES / shareholders approved Advisory resolution to approve executive compensation at the 2023-05-18 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-18 source text: On May 18, 2023, TriCo Bancshares (the “Company”) held its 2023 annual meeting of shareholders. As of the record date for the annual meeting, there were 32,921,774 shares of common stock outstanding entitled to vote on all proposals presented at the annual meeting. 28,760,810 shares of common stock, or 87.36% 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 Moss Adams LLP as the Company’s principal independent auditor for 2023. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting. 1. Election of the following 12 nomi evidence_url: https://www.sec.gov/Archives/edgar/data/356171/000035617123000033/0000356171-23-000033-index.htm - Shareholder Votes TRICO BANCSHARES / shareholders approved Advisory vote on frequency of executive compensation vote at the 2023-05-18 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-18 source text: On May 18, 2023, TriCo Bancshares (the “Company”) held its 2023 annual meeting of shareholders. As of the record date for the annual meeting, there were 32,921,774 shares of common stock outstanding entitled to vote on all proposals presented at the annual meeting. 28,760,810 shares of common stock, or 87.36% 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 Moss Adams LLP as the Company’s principal independent auditor for 2023. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting. 1. Election of the following 12 nomi evidence_url: https://www.sec.gov/Archives/edgar/data/356171/000035617123000033/0000356171-23-000033-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.