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 23, 2024 _______________________ (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 On May 23, 2024, TriCo Bancshares (the “Company”) held its 2024 annual meeting of shareholders. As of the record date for the annual meeting, there were 33,168,770 shares of common stock outstanding entitled to vote on all proposals presented at the annual meeting. 28,311,531 shares of common stock, or 85.4% of the total outstanding, were present at the meeting in person or by proxy. At the annual meeting, the Company’s shareholders (i) elected all 11 nominees to the Company’s Board of Directors, (ii) approved the Company's 2024 Equity Incentive Plan, (iii) approved the compensation of the Company’s executive officers on an advisory (nonbinding) basis, and (iv) ratified the selection of Moss Adams LLP as the Company’s principal independent auditor for 2024. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting. 1. Election of the following 11 nominees to the Company’s Board of Directors: Nominee For Withheld Abstained/Broker Non-Votes Kirsten E. Garen 24,609,171 310,222 3,391,996 Cory W. Giese 24,450,045 469,349 3,391,996 John S. A. Hasbrook 23,618,432 1,300,962 3,391,996 Margaret L. Kane 24,638,601 280,793 3,391,996 Michael W. Koehnen 24,668,278 251,116 3,391,996 Anthony L. Leggio 24,633,270 286,124 3,391,996 Martin A. Mariani 24,449,255 470,139 3,391,996 Thomas C. McGraw 24,627,803 291,591 3,391,996 Jon Y. Nakamura 24,628,217 291,177 3,391,996 Richard P. Smith 24,573,333 346,061 3,391,996 Kimberley H. Vogel 24,624,340 295,054 3,391,996 2. Approve the Equity Incentive Plan: Votes For 24,100,200  Against 650,158  Abstain 169,177  Broker Non-Votes 3,391,996  3. Advisory (nonbinding) resolution to approve the compensation of the Company’s executives: Votes For 24,295,880  Against 444,625  Abstain 179,030  Broker Non-Votes 3,391,996  4. Ratification of Moss Adams LLP as the Company’s independent public accountants for the 2024 fiscal year: Votes For 28,015,563  Against 134,512  Abstain 161,456  Broker Non-Votes —  Item 8.01 Other Events Election of Chairman of the Board Following the 2024 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. Item 9.01 Financial Statements and Exhibits (d) Exhibits. None 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 29, 2024 /s/ Peter G. Wiese Peter G. Wiese, Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)