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, 2020 _______________________ TriCo Bancshares (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, 2020 (the “2020 Annual Meeting”). As of the record date for the annual meeting, there were 29,973,516 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 2020. The following are the voting results of each matter submitted to the Company’s shareholders at the annual meeting (if fractional share – rounded). 1. Election of the following 12 nominees to the Company’s Board of Directors: Nominee For Withheld Abstained/Broker Non-Votes Donald J. Amaral 21,682,378    687,461    3,980,981    L. Gage Chrysler III 19,249,412    3,120,427    3,980,981    Craig S. Compton 21,769,208    600,632    3,980,981    Kirsten E. Garen 22,167,077    202,762    3,980,981    Cory W. Giese 22,157,088    212,751    3,980,981    John S. A. Hasbrook 21,748,032    621,807    3,980,981    Margaret L. Kane 21,467,873    901,966    3,980,981    Michael W. Koehnen 21,558,077    811,762    3,980,981    Martin A. Mariani 21,979,125    390,714    3,980,981    Thomas C. McGraw 21,850,015    519,824    3,980,981    Richard P. Smith 22,031,322    338,517    3,980,981    Kimberley H. Vogel 22,167,077    202,762    3,980,981    2. Advisory (nonbinding) resolution to approve the compensation of the Company’s executives: Votes For 21,409,876    Against 581,356    Abstain 378,608    Broker Non-Votes 3,980,981    3. Ratification of Moss Adams LLP as the Company’s independent public accountants for the 2020 fiscal year: Votes For 26,245,682    Against 75,731    Abstain 29,407    Broker Non-Votes N/A Item 8.01 Other Events. Election of Chairman of the Board Following the 2020 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. Dividends The Board of Directors of TriCo Bancshares (NASDAQ: TCBK), parent company of Tri Counties Bank, declared a quarterly cash dividend of $0.22 (twenty-two cents) per share on its common stock, no par value, on May 28, 2020. The dividend is payable on June 26, 2020 to holders of record on June 12, 2020. Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Press release dated June 1, 2020 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          (Registrant) Date: June 1, 2020 By: /s/ Peter G. Wiese Peter G. Wiese Executive Vice President and Chief Financial Officer