TriCo Bancshares Responds to Glass Lewis Proxy Report

TL;DR

TriCo Bancshares is pushing back on Glass Lewis's proxy report ahead of their shareholder meeting.

AI Summary

TriCo Bancshares filed a DEFA14A regarding its 2024 Annual Meeting of Shareholders, specifically addressing a proxy paper from Glass, Lewis & Co. published on May 2, 2024. The filing serves as a Report Feedback Statement from TriCo Bancshares to Glass Lewis & Co. concerning their analysis of TriCo's proxy materials.

Why It Matters

This filing indicates TriCo Bancshares is actively engaging with proxy advisory firms, which can influence shareholder voting on corporate governance matters.

Risk Assessment

Risk Level: low — This is a routine proxy filing and feedback statement, not indicating immediate financial risk.

Key Players & Entities

• TRICO BANCSHARES (company) — Registrant
• Glass, Lewis & Co. (company) — Proxy advisory firm
• 2024 Annual Meeting of Shareholders (event) — Subject of the proxy statement
• May 2, 2024 (date) — Date of Glass Lewis's proxy paper

FAQ

Filing Documents

• tcbk20240508def14a.htm (DEFA14A) — 20KB
• image_0.jpg (GRAPHIC) — 86KB
• 0000356171-24-000025.txt ( ) — 139KB

From the Filing

A14A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant o Check the appropriate box o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement Definitive Additional Materials o Soliciting Material Under Rule 14a-12 TriCo Bancshares (Name of Registrant as Specified In Its Charter) Not Applicable (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box) No fee required. 63 Constitution Drive, Chico, CA 95773 Telephone (530) 226-2923 This letter is intended to serve as a Report Feedback Statement regarding Glass, Lewis Co.'s Proxy Paper regarding the 2024 Annual Meeting of Shareholders of TriCo Bancshares ("TriCo", "we" or "us") published on May 2, 2024. In its analysis, Glass Lewis Co. ("Glass Lewis") recommended shareholders withhold votes for the election of John S.A. Hasbrook to the TriCo Board of Directors (the "Board") for gender diversity concerns. We appreciate the opportunity to provide a response to the Proxy Paper on TriCo. May 8, 2024 Dear Shareholders, This statement responds to the Proxy Paper issued by Glass Lewis regarding the TriCo Bancshares ("TriCo," "we" or "us") 2024 Annual Meeting of Shareholders to be held on Thursday, May 23, 2024 ("Annual Meeting"). We appreciate the opportunity to provide feedback regarding Glass Lewis' withhold recommendation for the election of John S.A. Hasbrook as director to the TriCo Board of Directors ("Board") at the Annual Meeting. Mr. Hasbrook is Chair of our Board Nominating and Corporate Governance Committee. We understand that Glass Lewis is again recommending a withhold vote because our Board does not meet Glass Lewis' 2024 Benchmark Policy Guidelines regarding board gender diversity. With regard to Board Composition and Refreshment, Glass Lewis' Guidelines state in part We consider the nominating and governance committee to be responsible for ensuring sufficient board diversity, or for publicly communicating its rationale or a plan for increasing diversity. As such, we will generally recommend voting against the chair of the nominating committee of a board that is not at least 30 percent gender diverse, or all members of the nominating committee of a board with no gender diverse directors, at companies within the Russell 3000 index. TriCo has eleven Board members, three are women therefore 27.27% of our directors are women. Furthermore, in addition to Board membership, each of the three women directors chairs one of the seven standing Board committees of TriCo or Tri Counties Bank, its wholly owned subsidiary - Audit- Kim Vogel - IT Cyber Security – Kirsten Garen - Community Reinvestment – Margaret Kane Since 2020, our Board has added five new directors, three of whom (60%) are women and one director who is considered under Glass Lewis' guidelines to be from an "underrepresented community". If TriCo had one more woman director on the Board, 36.36% of our Board would be gender diverse. We feel the bright line application by Glass Lewis of its guidelines does not take into account these actions taken by our Board since 2020. Furthermore, with five new directors added since 2020, 45.45% of our Board has turned over in the last four years. This reflects our significant effort to effectively refresh and add diversity to our Board. As noted in our proxy statement for the Annual Meeting, these individuals bring significant experience and diverse views to our Board. We note Glass Lewis' Guidelines on board refreshment We will note as a potential concern instances where the average tenure of non-executive directors is 10 years or more and no new directors have joined the board in the past five years. While we will be highlighting this as a potential area of concern, we will not be making voting recommendations strictly on this basis, unless we have identified other governance or board performance concerns. The average tenure of TriCo's independent directors is approximately 8.7 years. As noted in TriCo's proxy statement for the Annual Meeting, the Board annually reviews the size and composition of the Board and the relevant experience of each Board member to determine the needs of the Board for effective oversight. The Board also balances refreshment with the importance of historical perspective from more tenured directors. The banking industry is highly regulated and it is very helpful to have directors on the board that have experienced the various economic cycles TriCo has endured. Too much turnover can impact the effectiveness of the Board's oversight and the culture of TriCo (including the Board). For these reasons, we oppose Glass Lewis' recommendation tha

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View this DEFA14A filing on SEC EDGAR