News Column

TRICO BANCSHARES / FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

August 8, 2014



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 - 2 -



--------------------------------------------------------------------------------

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 - 3 -



--------------------------------------------------------------------------------


For more stories on investments and markets, please see HispanicBusiness' Finance Channel



Source: Edgar Glimpses


Story Tools






HispanicBusiness.com Facebook Linkedin Twitter RSS Feed Email Alerts & Newsletters