TriCo Bancshares (TCBK) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, with shareholders voting on director elections, executive compensation, bylaw amendment to eliminate cumulative voting, and auditor ratification.

• Net income for 2025 was $121.6 million, up from $114.9 million in 2024; assets reached $9.8 billion.

• Dividend increased to $1.38 per share in 2025, a 4.5% rise from 2024.

• Operating efficiency improved to 57.5% in 2025 from 59.1% in 2024.

Voting matters and shareholder proposals

• Election of 11 directors for one-year terms.

• Advisory (nonbinding) vote on executive compensation.

• Proposal to amend bylaws to eliminate cumulative voting rights.

• Ratification of Baker Tilly US, LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board consists of 11 directors, 10 of whom are independent; diverse backgrounds in banking, technology, agriculture, and law.

• Annual board and committee self-assessments; over 97% attendance rate.

• Majority voting policy for uncontested director elections; directors must own stock equal to five times their annual retainer.

• Retirement age for directors set at 75; over-boarding restrictions in place.

• Board committees include audit, compensation, nominating/governance, risk, IT/cybersecurity, and CRA.