Form 8-K TRICO BANCSHARES / For: May 21

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May 28, 2026 6:04 AM EDT
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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 21, 2026
_______________________
ntricobancshares_logo.jpg
(Exact name of registrant as specified in its charter)
_______________________
California0-1066194-2792841
(State or other jurisdiction of
incorporation or organization)		(Commission File No.)(I.R.S. Employer
Identification No.)
63 Constitution Drive
Chico,California95973
(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 classTrading
Symbol(s)		Name of each exchange
on which registered
Common Stock, no par valueTCBKNasdaq
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 21, 2026, TriCo Bancshares (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on a proposal to amend the Company’s bylaws to eliminate cumulative voting (the “Amendment”). The Company’s shareholders adopted and approved the Amendment, as further described in Item 5.07 to this Current Report on Form 8-K.

Following the shareholders’ approval of the Amendment, on May 21, 2026, the Board implemented the Amendment by adopting and approving amended and restated bylaws of the Company (the “Amended Bylaws”). Section 11 of the Amended Bylaws provides that shareholders may not cumulative votes in the election of directors.

In addition, the Amended Bylaws, as adopted and approved by the Board, provide that the Board may appoint one or more Lead Directors with the authority to call and preside over Board meetings and such other duties as the Board may determine. The Amended Bylaws also amend the previously existing indemnity provisions in Section 50 to clarify that the both current and former agents of the Company may be entitled to indemnity by the Company.

The foregoing summary of the Amended Bylaws does not purport to be complete and is qualified in its entirety by the Amended Bylaws, copies of which are attached as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 21, 2026, the Company held its Annual Meeting. As of the record date for the Annual Meeting, there were 31,910,590 shares of common stock outstanding entitled to vote on all proposals presented at the Annual Meeting. 28,103,170 shares of common stock, or 88.07% of the total outstanding, were present at the meeting in person or by proxy. At the Annual Meeting, the Company’s shareholders voted on the following four proposals and cast their votes as described below.

1.The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified:
NomineeForWithheldAbstained/Broker Non-Votes
Kirsten E. Garen25,042,555149,7312,910,883
Cory W. Giese24,905,039287,2472,910,883
John S. A. Hasbrook24,510,023682,2632,910,883
Margaret L. Kane24,968,273224,0142,910,883
Michael W. Koehnen24,961,601230,6852,910,883
Anthony L. Leggio25,025,952166,3352,910,883
Martin A. Mariani24,852,270340,0162,910,883
Thomas C. McGraw25,031,364160,9232,910,883
Jon Y. Nakamura25,034,313157,9742,910,883
Richard P. Smith24,892,678299,6092,910,883
Kimberley H. Vogel25,036,409155,8772,910,883


2. A nonbinding advisory resolution to approve executive compensation was approved.
Votes
For24,274,276 
Against638,564 
Abstain278,999 
Broker Non-Votes2,910,883 
Uncast447 



3. A management proposal to amend TriCo Bancshares Bylaws to eliminate cumulative voting was approved.
Votes
For16,321,837 
Against8,706,979 
Abstain163,023 
Broker Non-Votes2,910,883 
Uncast447 


4.     A management proposal to ratify the appointment of Baker Tilly US, LLP as the Company’s independent public accountants for the 2026 fiscal year was approved.
Votes
For27,885,107 
Against105,548 
Abstain112,067 
Broker Non-Votes— 
Uncast447 



Item 9.01 Financial Statements and Exhibits

Exhibit No. Description

3.2 Bylaws of TriCo Bancshares, as amended and restated





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 27, 2026
/s/ Peter G. Wiese
Peter G. Wiese, Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)


ATTACHMENTS / EXHIBITS

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