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 19, 2022 _______________________ (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 19, 2022 (the “2022 Annual Meeting”). As of the record date for the annual meeting, there were 33,802,971 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 2022. 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 24,712,799  1,218,761  3,492,219  Kirsten E. Garen 25,531,268  400,293  3,492,219  Cory W. Giese 25,517,149  414,411  3,492,219  John S. A. Hasbrook 24,051,906  1,879,655  3,492,219  Margaret L. Kane 25,302,044  629,516  3,492,219  Michael W. Koehnen 25,491,294  440,267  3,492,219  Anthony L. Leggio 25,593,307  338,254  3,492,219  Martin A. Mariani 24,972,469  959,092  3,492,219  Thomas C. McGraw 25,655,408  276,152  3,492,219  Jon Y. Nakamura 25,583,952  347,609  3,492,219  Richard P. Smith 25,292,313  639,247  3,492,219  Kimberley H. Vogel 25,500,275  431,286  3,492,219  2. Advisory (nonbinding) resolution to approve the compensation of the Company’s executives: Votes For 24,825,414  Against 431,886  Abstain 674,260  Broker Non-Votes 3,492,219  3. Ratification of Moss Adams LLP as the Company’s independent public accountants for the 2022 fiscal year: Votes For 29,105,466  Against 91,693  Abstain 226,620  Broker Non-Votes 0 Item 8.01 Other Events. Election of Chairman of the Board Following the 2022 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: May 24, 2022 /s/ Peter G. Wiese Peter G. Wiese, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)