TriCo Bancshares (NASDAQ: TCBK) shareholders end cumulative voting, back all directors
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
TriCo Bancshares held its 2026 annual shareholder meeting on May 21, 2026. Shareholders approved an amendment to the company’s bylaws to eliminate cumulative voting in director elections, and the board subsequently adopted amended and restated bylaws implementing this change.
The amended bylaws also allow the board to appoint one or more Lead Directors with authority to call and preside over board meetings and clarify that both current and former company agents may be eligible for indemnification. Shareholders elected all nominated directors, approved a nonbinding advisory resolution on executive compensation, and ratified Baker Tilly US, LLP as independent public accountants for the 2026 fiscal year.
Positive
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Negative
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Insights
TriCo shifts to standard voting rules and modestly updates governance powers.
The key change is removal of cumulative voting for director elections, which generally makes it harder for minority shareholders to elect their own board representatives. This aligns the company with common U.S. bank governance practices but reduces a tool for concentrated minority influence.
The bylaws now permit appointment of Lead Directors with authority over certain board meetings and clarify indemnification coverage for current and former agents. These adjustments formalize board leadership options and legal protections without changing economic terms. Their practical impact will depend on how the board uses the new Lead Director role.
8-K Event Classification
3 items: 5.03, 5.07, 9.01
3 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Shares entitled to vote: 31,910,590 shares
Shares represented: 28,103,170 shares (88.07%)
Say-on-pay votes For: 24,274,276 votes
+3 more
6 metrics
Shares entitled to vote
31,910,590 shares
Common stock outstanding entitled to vote at 2026 annual meeting
Shares represented
28,103,170 shares (88.07%)
Shares present in person or by proxy at 2026 annual meeting
Say-on-pay votes For
24,274,276 votes
Nonbinding advisory approval of executive compensation
Cumulative voting amendment votes For
16,321,837 votes
Management proposal to eliminate cumulative voting
Cumulative voting amendment votes Against
8,706,979 votes
Opposition to eliminating cumulative voting
Auditor ratification votes For
27,885,107 votes
Ratification of Baker Tilly US, LLP as 2026 auditor
Key Terms
cumulative voting, nonbinding advisory resolution, broker non-votes, Lead Directors, +1 more
5 terms
cumulative voting financial
"amend TriCo Bancshares Bylaws to eliminate cumulative voting was approved"
A voting system for electing a company's board where each shareholder can pool all their votes and cast them for one or more board candidates rather than spreading votes evenly. Think of it like having 100 stickers you can put all on one favorite class representative instead of giving one sticker to each candidate. It matters to investors because it gives minority holders a realistic chance to secure board representation and influence company decisions, affecting governance, strategy and therefore investment value.
nonbinding advisory resolution financial
"A nonbinding advisory resolution to approve executive compensation was approved"
broker non-votes financial
"Broker Non-Votes | 2,910,883"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Lead Directors financial
"provide that the Board may appoint one or more Lead Directors with the authority"
indemnity financial
"clarify that the both current and former agents of the Company may be entitled to indemnity"
An indemnity is a contractual promise to pay for losses, damages, or legal costs someone else may incur, essentially a guarantee to pick up the bill if something goes wrong. For investors, indemnities matter because they create potential future cash outflows or protections against costly risks — like a backup payer that can shift who ultimately bears financial responsibility in transactions, lawsuits, or product failures.
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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):
_______________________
(Exact name of registrant as specified in its charter)
_______________________
| (State or other jurisdiction of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||||||
| (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 | ||||||||||||
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:
| Nominee | For | Withheld | Abstained/Broker Non-Votes | |||||||||||||||||
| Kirsten E. Garen | 25,042,555 | 149,731 | 2,910,883 | |||||||||||||||||
| Cory W. Giese | 24,905,039 | 287,247 | 2,910,883 | |||||||||||||||||
| John S. A. Hasbrook | 24,510,023 | 682,263 | 2,910,883 | |||||||||||||||||
| Margaret L. Kane | 24,968,273 | 224,014 | 2,910,883 | |||||||||||||||||
| Michael W. Koehnen | 24,961,601 | 230,685 | 2,910,883 | |||||||||||||||||
| Anthony L. Leggio | 25,025,952 | 166,335 | 2,910,883 | |||||||||||||||||
| Martin A. Mariani | 24,852,270 | 340,016 | 2,910,883 | |||||||||||||||||
| Thomas C. McGraw | 25,031,364 | 160,923 | 2,910,883 | |||||||||||||||||
| Jon Y. Nakamura | 25,034,313 | 157,974 | 2,910,883 | |||||||||||||||||
| Richard P. Smith | 24,892,678 | 299,609 | 2,910,883 | |||||||||||||||||
| Kimberley H. Vogel | 25,036,409 | 155,877 | 2,910,883 | |||||||||||||||||
2. A nonbinding advisory resolution to approve executive compensation was approved.
| Votes | |||||
| For | 24,274,276 | ||||
| Against | 638,564 | ||||
| Abstain | 278,999 | ||||
| Broker Non-Votes | 2,910,883 | ||||
| Uncast | 447 | ||||
3. A management proposal to amend TriCo Bancshares Bylaws to eliminate cumulative voting was approved.
| Votes | |||||
| For | 16,321,837 | ||||
| Against | 8,706,979 | ||||
| Abstain | 163,023 | ||||
| Broker Non-Votes | 2,910,883 | ||||
| Uncast | 447 | ||||
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 | |||||
| For | 27,885,107 | ||||
| Against | 105,548 | ||||
| Abstain | 112,067 | ||||
| Broker Non-Votes | — | ||||
| Uncast | 447 | ||||
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) | |||||