UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
March 10, 2009
TriCo Bancshares
(Exact name of registrant as specified in its charter)
California 0-10661 94-2792841
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(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization Identification No.)
63 Constitution Drive, Chico, California 95973
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(530) 898-0300
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On March 10, 2009, the Board of Directors increased the size of the Board
to twelve persons and elected Ms. Virginia Walker, age 64, to the Board of
Directors. Ms. Walker has been the General Manager of the Jamison Group LLC, a
high-tech consulting company, since 2008. From 2001 to 2007, Ms. Walker held
various strategy development and executive positions at Enea AB., a publicly
traded software and professional services company headquartered in Stockholm,
Sweden. Ms. Walker received a bachelors of science degree in business
administration from California State University, San Jose. Ms. Walker is
expected to be appointed to the following Board committees: Audit, Information
Technology, Investment and Asset-Liability Committees.
Also on March 10, 2009, the Board granted Ms. Walker a stock option for 20,000
shares of the Company's common stock pursuant to the terms of the Company's 2001
Stock Option Plan. The options have a per-share exercise price equal to the
closing price of the Company's common stock on the date of grant, or $12.63.
Ms. Walker and the Company will enter into an Indemnification Agreement on the
same terms as other directors of the Company in the form attached as Exhibit
10.21 to the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 2004, previously filed with the Securities and Exchange Commission, which is
incorporated herein by reference.
A copy of the press release announcing Ms. Walker's appointment as a director is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number Document
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10.1* Form of Indemnification Agreement among the Company, Tri Counties
Bank and Virginia Walker filed as Exhibit 10.21 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2004
99.1 Press release dated March 11, 2009
*Previously filed and incorporated by reference
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 hereunto duly authorized.
Date: March 11, 2009 TRICO BANCSHARES
(Registrant)
By: /s/ Thomas J. Reddish
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Thomas J. Reddish
Executive Vice President
Chief Financial Officer
EXHIBIT 99.1
PRESS RELEASE Contact: Richard P. Smith
FOR IMMEDIATE RELEASE Executive President & CEO
(530) 898-0300
ricksmith@tcbk.com
TRICO BANCSHARES ANNOUNCES NEW BOARD APPOINTMENT
CHICO, Calif. - (March 11, 2009) -TriCo Bancshares (NASDAQ: TCBK), parent
company of Tri Counties Bank, today announced that Virginia Walker has been
appointed to the Board of Directors of the Company and the Bank, effective
Wednesday, March 11, 2009.
Walker, a Chico resident, is a seasoned executive with over 30 years experience
in a wide range of industries, including software, biotechnology and
semiconductor manufacturing. She is currently the General Manager of the Jamison
Group LLC, a high-tech consulting company. She has held senior positions
internationally ranging from Silicon Valley entrepreneurial ventures to Fortune
500 companies in both the U.S. and Europe. She has served as CFO in four public
companies, as well as had P&L responsibilities as General Manger for U.S.
operations of a multinational organization, and she drove strategic
repositioning of a major software and servicing company while serving as chief
strategist and marketing officer.
"I am thrilled to have Virginia Walker join our board of directors," commented
Richard P. Smith, President and CEO. "She brings a wealth of financial,
strategic, multinational and international business experience that will further
advance our banking company as we continue to grow and expand our presence
throughout the Great Valley of California. Virginia will be a strong
representative for our shareholders and she will provide strong leadership,
sound advice and constructive counsel for our entire banking team." concluded
Smith.
"This is an exciting time in the history of the region's largest locally-owned
bank," Walker said. "I feel my knowledge and experience in Silicon Valley's
high-tech industry will allow me to help TriCo achieve its long-term strategic
plans for growth. That I grew up right here in the region makes the opportunity
all the more meaningful to me." Walker, who grew up in Oroville, California, has
returned to the region following a successful career in senior executive roles
for several publicly-traded high technology companies. She and husband Dell live
in Chico.
TriCo Bancshares and Tri Counties Bank are headquartered in Chico, California.
Tri Counties Bank has a 34-year history in the banking industry. Tri Counties
Bank operates 32 traditional branch locations and 25 in-store branch locations
in 23 California counties, and as of December 31, 2008, had approximately $2.04
billion in assets. Tri Counties Bank offers financial services and provides a
diversified line of products and services to consumers and businesses, which
include demand, savings and time deposits, consumer finance, online banking,
mortgage lending, and commercial banking throughout its market area. It operates
a network of 64 ATMs and a 24-hour, seven days a week telephone customer service
center. Brokerage services are provided at the Bank's offices by the Bank's
association with Raymond James Financial, Inc. For further information please
visit the Tri Counties Bank web-site at http://www.tricountiesbank.com.