Trico Bancshares

This proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management frames the vote as an endorsement of the Company’s pay-for-performance philosophy and the specific mix of base salary, annual cash incentives, and long-term equity awards (split between time‑based RSUs and performance-based PSUs tied to relative TSR versus the KBW Nasdaq Regional Banking Index). The Board and compensation committee emphasize alignment with shareholder interests through equity-based awards, stock ownership guidelines, clawback provisions, and risk-mitigating features such as no hedging and no option repricing without shareholder approval. Although advisory and non-binding, the Board states it will consider the outcome when making future compensation decisions, so a negative vote could prompt reconsideration of program design or disclosures. The proposal is contextualized by TriCo’s recent performance metrics, including improved ROATCE, PPNR, and an “Outstanding” CRA rating, which management uses to justify incentive payouts and upward discretionary adjustments in 2025. Institutional governance considerations include the Company’s use of relative TSR PSUs (50% of equity grants) to tie long-term pay to peer-relative shareholder returns and annual say-on-pay votes to maintain accountability. Potential shareholder concerns include the magnitude of short-term bonuses, the size and vesting features of long-term awards, and supplemental retirement or change-in-control arrangements, all of which management addresses in the CD&A. Given these elements, the Board recommends a vote FOR the advisory approval to signal shareholder support for the current executive compensation framework, while retaining flexibility to respond to shareholder feedback.

This proposal requests shareholder approval to amend the Company’s bylaws to eliminate cumulative voting in director elections. Management argues the change aligns TriCo with prevailing corporate governance practice favoring one‑share/one‑vote and reduces the risk that a small, concentrated minority could elect a director or directors contrary to the preferences of a majority of shareholders, particularly given annual board elections and proxy access rights. The Board emphasizes that cumulative voting can enable minority shareholders to concentrate votes and potentially inject directors pursuing a narrow agenda, which it views as inconsistent with broader shareholder accountability mechanisms such as the Company’s majority-withhold resignation policy. By eliminating cumulative voting, the Board expects director elections to better reflect majority shareholder will, reinforcing directors’ responsibility to represent all shareholders and supporting board stability and coherence. The company notes the amendment is permitted under the California General Corporation Law for listed companies but requires approval by holders of a majority of outstanding shares, and the Board has unanimously recommended approval. Critics may view elimination as reducing minority shareholder protections and a restraint on minority influence; proponents counter that other shareholder rights (proxy access, special meeting thresholds, written consent rights) and an empowered independent lead director provide avenues for shareholder engagement. For investors evaluating governance trade-offs, key considerations include TriCo’s existing governance structure (independent lead director, majority vote resignation policy, annual elections), the potential for minority influence under current rules, and the likely practical impact given the Company’s ownership structure and shareholder base. The Board’s unanimous recommendation and its detailed rationale signal conviction that the change promotes governance alignment with the majority of market practice and shareholder interests.

This is a procedural proposal asking shareholders to permit the meeting to address any other matters properly presented at the annual meeting. The Company states it does not know of any other business to be presented; however, the proxy gives the named proxy holders discretionary authority to vote on any unforeseen matters in a manner they deem appropriate. While typically routine and non‑controversial, "other business" can include ministerial items (such as adjourning the meeting) or unexpected shareholder motions; such matters rarely, if ever, result in substantive corporate actions without prior notice. For sophisticated investors, the key considerations are whether the proxy grants discretionary authority broadly and whether any significant governance or transactional items could plausibly appear under “other business” without prior disclosure. In this case, TriCo explicitly states no known other business is expected, and the Board provides no recommendation for this item. Shareholders who are concerned about unexpected matters should attend the meeting or provide specific voting instructions to their brokers or proxies.