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TCBK > SEC Filings for TCBK > Form 8-K on 8-Aug-2014All Recent SEC Filings

Show all filings for TRICO BANCSHARES /

Form 8-K for TRICO BANCSHARES /


8-Aug-2014

Submission of Matters to a Vote of Security Holders


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:

                                                                                                 Abstained/
                                                      Percent                       Percent        Broker        Percent
Nominee                                  For           Voted        Withheld         Voted        Non-Votes       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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