TCBK Trico Bancshares / - 8-K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 21, 2026, TriCo Bancshares (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on a proposal to amend the Company’s bylaws to eliminate cumulative voting (the “Amendment”). The Company’s shareholders adopted and approved the Amendment, as further described in Item 5.07 to this Current Report on Form 8-K.

Following the shareholders’ approval of the Amendment, on May 21, 2026, the Board implemented the Amendment by adopting and approving amended and restated bylaws of the Company (the “Amended Bylaws”). Section 11 of the Amended Bylaws provides that shareholders may not cumulative votes in the election of directors.

In addition, the Amended Bylaws, as adopted and approved by the Board, provide that the Board may appoint one or more Lead Directors with the authority to call and preside over Board meetings and such other duties as the Board may determine. The Amended Bylaws also amend the previously existing indemnity provisions in Section 50 to clarify that the both current and former agents of the Company may be entitled to indemnity by the Company.

The foregoing summary of the Amended Bylaws does not purport to be complete and is qualified in its entirety by the Amended Bylaws, copies of which are attached as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by referenc e.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 21, 2026, the Company held its Annual Meeting. As of the record date for the Annual Meeting, there were 31,910,590 shares of common stock outstanding entitled to vote on all proposals presented at the Annual Meeting. 28,103,170 shares of common stock, or 88.07% of the total outstanding, were present at the meeting in person or by proxy. At the Annual Meeting, the Company’s shareholders voted on the following four proposals and cast their votes as described below.

1. The individuals listed below were elected at the Annual Meeting to serve as directors of the Company until the next annual meeting of shareholders and until their successors are duly elected and qualified:

Nominee

For

Withheld

Abstained/Broker Non-Votes

Kirsten E. Garen

25,042,555

149,731

2,910,883

Cory W. Giese

24,905,039

287,247

2,910,883

John S. A. Hasbrook

24,510,023

682,263

2,910,883

Margaret L. Kane

24,968,273

224,014

2,910,883

Michael W. Koehnen

24,961,601

230,685

2,910,883

Anthony L. Leggio

25,025,952

166,335

2,910,883

Martin A. Mariani

24,852,270

340,016

2,910,883

Thomas C. McGraw

25,031,364

160,923

2,910,883

Jon Y. Nakamura

25,034,313

157,974

2,910,883

Richard P. Smith

24,892,678

299,609

2,910,883

Kimberley H. Vogel

25,036,409

155,877

2,910,883

2. A nonbinding advisory resolution to approve executive compensation was approved.

Votes

For

24,274,276

Against

638,564

Abstain

278,999

Broker Non-Votes

2,910,883

Uncast

447

3. A management proposal to amend TriCo Bancshares Bylaws to eliminate cumulative voting was approved.

Votes

For

16,321,837

Against

8,706,979

Abstain

163,023

Broker Non-Votes

2,910,883

Uncast

447

4.     A management proposal to ratify the appointment of Baker Tilly US, LLP as the Company’s independent public accountants for the 2026 fiscal year was approved.

Votes

For

27,885,107

Against

105,548

Abstain

112,067

Broker Non-Votes

—

Uncast

447

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description

3.2 Bylaws of TriCo Bancshares, as amended and restated