8-K
TRICO BANCSHARES / (TCBK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-K
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Current report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 21, 2022
_______________________
(Exact name of registrant as specified in its charter)
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| California | 0-10661 | 94-2792841 | |
|---|---|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (Commission File No.) | (I.R.S. Employer<br>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
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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<br>Symbol(s) | Name of each exchange<br>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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2022, TriCo Bancshares (the “Company”) issued a press release regarding the appointment of Jon Nakamura to the Board of Directors of the Company (“Board”) and of its wholly-owned subsidiary Tri Counties Bank (the “Bank”), effective December 31, 2021. The Company initially filed a Current Report on Form 8-K regarding Mr. Nakamura's appointment on January 6, 2022.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press release dated January 21, 2022 |
|---|---|
| 10.1 | Form of Indemnification Agreement between TriCo Bancshares and its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 10, 2013). |
| 10.2 | Form of Indemnification Agreement between Tri Counties Bank its directors and executive officers (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed September 10, 2013). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 24, 2022 | /s/ Peter G. Wiese |
| Peter G. Wiese, Executive Vice President and Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
Document
| PRESS RELEASE | Contact: Richard Smith |
|---|---|
| FOR IMMEDIATE RELEASE | President & CEO |
| (530) 898-0300 |
TRICO BANCSHARES ANNOUNCES APPOINTMENT TO ITS BOARD OF DIRECTORS
Chico, CA – (January 21, 2022) – TriCo Bancshares (the “Company”) (NASDAQ: TCBK) announced the appointment of Jon Nakamura to the Board of Directors of the Company (“Board”) and of its wholly-owned subsidiary Tri Counties Bank (the “Bank”), effective December 31, 2021. Mr. Nakamura was Director and Assistant General Counsel with MUFG Americas Holdings Corporation and MUFG Union Bank, N.A. until his retirement on January 20, 2022. He had worked at MUFG since 2005. A licensed attorney with emphasis in bank regulation, risk management and compliance, Mr. Nakamura is expected to stand for election at the Company’s 2022 Annual Meeting of Shareholders.
“We are pleased to welcome Jon to TriCo,” said Richard Smith, the Company’s Chairman, President and CEO. “His depth of knowledge and years of experience in the banking industry complements the Board’s breadth and talent and will be extremely valuable to the Board as we continue to grow our organization. Jon’s deep roots in the San Francisco Bay Area, including Santa Clara County, will provide us with added insight into a number of our important growth markets.”
The appointment expands the Board to 13 members. The Board of Directors regularly evaluates its composition to ensure the appropriate skill, experience and perspective necessary to drive change and growth for all the Company’s stakeholders.
About TriCo Bancshares
Established in 1975, Tri Counties Bank is a wholly-owned subsidiary of TriCo Bancshares (NASDAQ: TCBK) headquartered in Chico, California, providing a unique brand of customer Service with Solutions available in traditional stand-alone and in-store bank branches in communities throughout Northern and Central California. Tri Counties Bank provides an extensive and competitive breadth of consumer, small business and commercial banking financial services, along with convenient around-the-clock ATM, online and mobile banking access. Brokerage services are provided by Tri Counties Advisors through affiliation with Raymond James Financial Services, Inc. Visit www.TriCountiesBank.com to learn more.