TRICO BANCSHARES / 8-K

What Happened

• TriCo Bancshares (TCBK) announced in a Form 8-K filed May 28, 2026 that, following its May 21, 2026 annual meeting of shareholders, shareholders approved an amendment to the company’s bylaws eliminating cumulative voting for director elections. The Board adopted and approved the amended and restated bylaws (the "Amended Bylaws") on May 21, 2026. The 8-K was signed by Peter G. Wiese, EVP and CFO.

Key Details

• Shareholders approved the bylaw amendment at the Annual Meeting on May 21, 2026.
• Section 11 of the Amended Bylaws: removes cumulative voting in director elections (no cumulative votes).
• Board authority expanded to appoint one or more Lead Directors with power to call and preside over Board meetings and other duties as determined by the Board.
• Section 50 revised to clarify that both current and former agents of the company may be entitled to indemnity by the company.
• The Amended Bylaws are attached as Exhibit 3.2 to the Form 8-K.

Why It Matters

• This is a governance change, not a financial disclosure. Eliminating cumulative voting reduces a mechanism minority shareholders can use to elect board nominees, which can make it harder for small holders to gain board representation.
• Allowing the Board to appoint Lead Director(s) and clarifying indemnity can affect board leadership, oversight structure, and protections for directors and officers—factors investors often watch when assessing corporate governance and board accountability.