TriCo Bancshares (TCBK) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 21, 2026, with shareholders voting on director elections, executive compensation, bylaw amendments, 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 vote on executive compensation (say-on-pay).

• Proposal to amend bylaws to eliminate cumulative voting in director elections.

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

Board of directors and corporate governance

• Ten of 11 directors are independent; strong independent lead director role.

• Board committees are fully independent and conduct annual self-assessments.

• Directors must own stock equal to five times their annual retainer within five years.

• Board diversity emphasized, with recent additions and a mix of skills in banking, technology, risk, and sustainability.

• Majority voting policy for uncontested director elections; retirement age set at 75.