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):
August 7, 2014
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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On August 7, 2014, TriCo Bancshares (the “Company”) held its 2014 annual meeting of shareholders. As of the record date for the annual meeting, there were 16,133,414 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) approved and adopted the Company’s Agreement and Plan of Merger and Reorganization with North Valley Bancorp dated January 21, 2014, (ii) elected all nine nominees to the Company’s Board of Directors, (iii) reapproved the existing performance criteria under the Company’s 2009 equity incentive plan; (iv) approved the compensation of the Company’s executive officers on an advisory (nonbinding) basis, (v) ratified the selection of Crowe Horwath, LLP as the Company’s principal independent auditor for 2014; and (vi) approved one or more adjournments to permit further solicitation of proxies in favor of the foregoing proposals. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting.
1. Approval and adoption of Agreement and Plan of Merger and Reorganization with North Valley Bancorp.:
| Votes | Percent Voting | |||||||
| For |
11,692,597 | 84.37 | ||||||
| Against |
75,478 | 0.54 | ||||||
| Abstain |
66,708 | 0.48 | ||||||
| Broker Non-Votes |
2,024,428 | 14.61 | ||||||
2. Election of the following nine nominees to the Company’s Board of Directors:
| Nominee |
For | Percent Voted |
Withheld | Percent Voted |
Abstained/ Broker Non-Votes |
Percent Voted |
||||||||||||||||||
| Donald J. Amaral |
11,693,912 | 84.38 | 140,871 | 1.01 | 2,024,428 | 14.61 | ||||||||||||||||||
| William J. Casey |
10,786,251 | 77.83 | 1,048,532 | 7.56 | 2,024,428 | 14.61 | ||||||||||||||||||
| Craig S. Compton |
11,693,416 | 84.37 | 141,367 | 1.02 | 2,024,428 | 14.61 | ||||||||||||||||||
| L. Gage Chrysler III |
11,110,656 | 80.17 | 724,127 | 5.22 | 2,024,428 | 14.61 | ||||||||||||||||||
| Cory W. Giese |
11,695,439 | 84.39 | 139,344 | 1.00 | 2,024,428 | 14.61 | ||||||||||||||||||
| John S. A. Hasbrook |
11,677,409 | 84.26 | 157,374 | 1.13 | 2,024,428 | 14.61 | ||||||||||||||||||
| Michael W. Koehnen |
11,692,211 | 84.36 | 142,572 | 1.03 | 2,024,428 | 14.61 | ||||||||||||||||||
| Richard P. Smith |
11,698,895 | 84.41 | 135,888 | 0.98 | 2,024,428 | 14.61 | ||||||||||||||||||
| W. Virginia Walker |
11,685,935 | 84.32 | 148,848 | 1.07 | 2,024,428 | 14.61 | ||||||||||||||||||
3. Reapproval of the performance criteria under the Company’s 2009 Equity Incentive Plan:
| Votes | Percent Voting | |||||||
| For |
11,493,170 | 82.93 | ||||||
| Against |
175,843 | 1.27 | ||||||
| Abstain |
165,770 | 1.19 | ||||||
| Broker Non-Votes |
2,024,428 | 14.61 | ||||||
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4. Advisory (nonbinding) approval of the compensation of the Company’s executives:
| Votes | Percent Voting | |||||||
| For |
11,459,212 | 82.68 | ||||||
| Against |
164,291 | 1.19 | ||||||
| Abstain |
211,280 | 1.52 | ||||||
| Broker Non-Votes |
2,024,428 | 14.61 | ||||||
5. Ratification of Crowe Horwath LLP as the Company’s independent public accountants for the 2014 fiscal year:
| Votes | Percent Voting | |||||||
| For |
13,628,727 | 98.34 | ||||||
| Against |
44,041 | 0.32 | ||||||
| Abstain |
186,442 | 1.34 | ||||||
| Broker Non-Votes |
0 | 0 | ||||||
6. Approval of adjournments to solicit additional proxies:
| Votes | Percent Voting | |||||||
| For |
12,724,725 | 91.82 | ||||||
| Against |
881,836 | 6.36 | ||||||
| Abstain |
252,650 | 1.82 | ||||||
| Broker Non-Votes |
0 | 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: August 8, 2014 | TRICO BANCSHARES | |||
| (Registrant) | ||||
| By: | /s/ Thomas J. Reddish | |||
| Thomas J. Reddish | ||||
| Executive Vice President | ||||
| Chief Financial Officer | ||||
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