Shareholder Vote · Company Update

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 27, 2021 _______________________ (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)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, no par value TCBK Nasdaq 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 5.07    Submission of Matters to a Vote of Security Holders TriCo Bancshares (the “Company”) held its annual meeting of shareholders on May 27, 2021 (the “2021 Annual Meeting”). As of the record date for the annual meeting, there were 29,727,122 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) elected all 12 nominees to the Company’s Board of Directors, (ii) approved the compensation of the Company’s executive officers on an advisory (nonbinding) basis, and (iii) ratified the selection of Moss Adams, LLP as the Company’s principal independent auditor for 2021. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting (if fractional share – eliminated). 1. Election of the following 12 nominees to the Company’s Board of Directors: Nominee For Withheld Abstained/Broker Non-Votes Donald J. Amaral 21,984,940  1,032,899  3,199,159  L. Gage Chrysler III 22,497,467  520,372  3,199,159  Craig S. Compton 21,857,021  1,160,817  3,199,159  Kirsten E. Garen 22,877,664  140,174  3,199,159  Cory W. Giese 22,871,380  146,458  3,199,159  John S. A. Hasbrook 21,039,237  1,978,601  3,199,159  Margaret L. Kane 22,668,733  349,105  3,199,159  Michael W. Koehnen 22,499,724  518,114  3,199,159  Martin A. Mariani 22,293,018  724,820  3,199,159  Thomas C. McGraw 22,576,974  440,865  3,199,159  Richard P. Smith 22,462,765  555,073  3,199,159  Kimberley H. Vogel 22,847,589  170,249  3,199,159  2. Advisory (nonbinding) resolution to approve the compensation of the Company’s executives: Votes For 22,174,066  Against 554,474  Abstain 289,298  Broker Non-Votes 3,199,159  3. Ratification of Moss Adams LLP as the Company’s independent public accountants for the 2021 fiscal year: Votes For 26,112,175  Against 60,580  Abstain 44,242  Broker Non-Votes N/A Item 8.01 Other Events. Election of Chairman of the Board Following the 2021 Annual Meeting, the Board of Directors of the Company (“Board”) unanimously elected Richard P. Smith, President and Chief Executive Officer of the Company as Chairman of the Board. The Board also unanimously elected Cory W. Giese as Lead Independent Director of the Company. 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: June 3, 2021 /s/ Peter G. Wiese Peter G. Wiese, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)