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):
August 9, 2018
TriCo Bancshares
(Exact name of registrant as specified in its charter)
| California | 0-10661 | 94-2792841 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) | (I.R.S. Employer Identification No.) |
| 63 Constitution Drive, Chico, California | 95973 | |
| (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers. |
On August 13, 2018, TriCo Bancshares (“TriCo”) announced that it has appointed Peter Wiese to the position of Executive Vice President and Chief Financial Officer of both TriCo and its subsidiary, Tri Counties Bank (the “Bank”), effective August 14, 2018. Mr. Wiese replaces Thomas J. Reddish whose employment as Executive Vice President and Chief Financial Officer of TriCo and the Bank terminated as of the previous day.
Mr. Reddish’s departure is unrelated to the Company’s financial condition, financial reporting or accounting practices, investments, policies or regulatory condition.
Mr. Wiese, 44, was previously with the public accounting firm of Crowe Horwath LLP, Sacramento, California, where he was a partner from 2011 through April 2018 specializing in the financial services and banking industries. Mr. Wiese has over 20 years of experience in public accounting. Mr. Wiese is a Certified Public Accountant licensed in California and has a Bachelor of Science Degree – Accounting and Business Administration from Sonoma State University.
Mr. Wiese’s compensation arrangements with TriCo provide for: (a) a base salary of $480,000 per year; (b) a target bonus opportunity equal to 40% of his base salary (pro-rata for 2018); (c) a sign-on bonus of $150,000; (d) a one-time grant of 10,000 restricted stock units under TriCo’s 2009 Equity Incentive Plan, which award will vest in equal annual increments over a four-year period; (e) eligibility to participate in TriCo’s Restricted Stock Unit Program at the target rate of 40% of his base salary, pursuant to which he may receive additional grants of restricted stock units in 2019, including performance-based stock units; (f) reimbursement of temporary housing expenses until the end of 2018; (g) reimbursement of other travel expenses, consistent with TriCo and Bank policy; and (h) a change in control agreement in a form consistent with that of other executives of the Bank. Mr. Wiese will be eligible to participate in TriCo’s Executive Deferred Compensation Plan, 401(k) plan, Employee Stock Ownership Plan and medical, dental and vision plans in accordance with their terms. In the event his employment is terminated within the first twelve months of his start date for a reason other than cause, he will be eligible for a severance payment equal to one year’s base salary if he executes and does not revoke a severance and release agreement. The foregoing description of Mr. Wiese’s compensation arrangement is qualified in its entirety by reference to Mr. Wiese’s offer letter, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference.
As contemplated by his offer letter, Mr. Wiese, TriCo and the Bank will enter into a Change of Control Agreement effective as August 14, 2018 providing that if a change of control, as defined in the agreement, occurs and within the following year Mr. Wiese’s employment is terminated other than for cause or Mr. Wiese terminates his employment after a substantial and material negative change in his title, compensation or responsibilities, then he is entitled to receive a severance payment equal to twice the combined amount of his annual salary then in effect plus the annual bonus compensation he received during the previous year, less the amount of any severance that he is entitled to receive under his offer letter as described above, provided that the payment shall not be more than 299% of his compensation as defined by section 280G of the Internal Revenue Code. The Change of Control Agreement has a one-year term but automatically renews for successive one-year terms each year unless terminated by either party 90 days prior to the end of the term. In exchange for receiving
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the benefits under the Change in Control Agreement, Mr. Wiese agreed to devote his full and exclusive time and attention to TriCo’s and the Bank’s business and to keep confidential all of TriCo’s and the Bank’s trade secrets. The foregoing description of Mr. Wiese’s Change in Control Agreement is qualified in its entirety by reference to the complete text of the form of the agreement filed as Exhibit 10.4 to this report and is incorporated by reference herein.
In connection with his appointment, Mr. Wiese will enter into an indemnification agreement with each of TriCo and the Bank. The indemnification agreements will be in forms identical to those that TriCo and the Bank have entered into with certain other officers and directors and will require TriCo and the Bank to indemnify Mr. Wiese against liabilities that may arise by reason of his status with or service to TriCo or the Bank. The agreements will also require TriCo and the Bank to advance all expenses incurred by Mr. Wiese in investigating or defending any such action, suit or proceeding. The preceding is a summary of the material provisions of the indemnification agreements and is qualified in its entirety by reference to the complete text of the forms of indemnification agreements filed as Exhibit 10.2 and Exhibit 10.3 to this report and incorporated by reference herein.
A copy of the news release announcing the departure of Thomas J. Reddish and the appointment of Peter Wiese is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits: |
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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: August 14, 2018 | TRICO BANCSHARES | |||||
| (Registrant) | ||||||
| By: | /s/ Richard P. Smith | |||||
| Richard P. Smith | ||||||
| President and Chief Executive Officer | ||||||
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Exhibit 10.1
[Tri Counties Bank Letterhead]
| Glenn C. Hunter Senior Vice President, Chief Human Resources Officer |
August 9, 2018
Mr. Peter Wiese
***
***
Dear Peter:
On behalf of TriCo Bancshares (“TriCo”) and Tri Counties Bank (the “Bank”), I am pleased to confirm our offer of employment to you for the position of Executive Vice President, Chief Financial Officer. The Executive Vice President title is subject to approval of the Board of Directors and will be placed on the agenda of the next scheduled Board Meeting following your reporting date. The position is located in the Chico market, and reports to Rick Smith, President and Chief Executive Officer. Your anticipated start date will be Tuesday, August 14, 2018 unless an alternative date is mutually agreed to, and is contingent on completion and receipt by the Bank of a satisfactory background check.
Peter, your annual base salary will be $480,000.00. Additionally, for 2018, you will also receive a sign-on bonus of $150,000.00. In addition to your base salary, you will be eligible for an annual target bonus opportunity of up to 40% of your base salary. For the 2018 calendar year, your bonus will be pro-rated based on your reporting date. Your awards for 2019 and future years will be based on achievement of personal and organizational goals including bank performance. Additional specific metrics and objectives are to be established by you and Rick Smith.
Starting in 2019, you will also be eligible to participate in the Bank’s Restricted Stock Unit (RSU) program, subject to Board approval, at a target of 40% of your base salary. An overview of the RSU Program was previously forwarded to you for your information; it is titled: “RSU and PSU Essentials”.
Peter, you will also be eligible to participate in a New Hire Equity Grant under our equity incentive plan that commences with the start of your employment. The term of this program is four years, and you will receive a one-time award of 10,000 time-based Restricted Stock Units (RSUs). Vesting of the RSUs will take place in equal installments on the first four anniversaries of your vesting commencement date. You must be on the job on the date of your anniversaries for vesting to occur. You will be provided a more detailed document on this Plan following the start of your employment. Participation in this Plan is also subject to Board approval.
In the event your employment is terminated within the first twelve months of your start date for a reason other than cause, you will be eligible for a severance payment equal to one year’s base salary if you execute and do not revoke a Severance and Release Agreement. To receive this severance payment, you must execute the Severance and Release Agreement within 30 days of your termination and allow it to become effective, in which case the Bank will pay such severance in a lump sum on the 45th day following your termination.
Additionally, the Bank will initiate a Change of Control Agreement consistent with that of other bank executives. The Agreement will be effective upon your employment with the Bank.
Your home office will be in Roseville, California; however, you will be expected to make yourself available in Chico, California as needed or requested, and will work with Rick Smith for an acceptable time schedule in Chico, CA. Notwithstanding the foregoing, in order to assure a smooth transition into your position, we agree that the expectation of being in Chico will be inclusive of Monday of each week, and not be less than four (4) days a week through 2018 unless business needs require your presence at another location. For the period following your start date and through the balance of 2018, you will be eligible for reimbursement of temporary housing expenses. All expense reimbursements will be based on approved receipts consistent with the Bank’s expense reimbursement policies.
Peter, as an employee, you will be eligible to receive certain employee benefits, including four weeks’ vacation, holidays, participation in the Bank’s medical, dental and vision plans, and participation in the Bank’s Executive Deferred Compensation Plan, and other benefits available to similarly situated executive management. The exact accrual for year 2018 vacation benefit will be determined by your reporting date. Additionally, you will be eligible to participate in the Bank’s ESOP and 401(k) Plans based on the eligibility criteria of those Plans. A summary of the Bank’s benefit plans will be forwarded to you, and your group insurance benefits will be effective on your first day of employment. Should you have any questions about any of the plans outlined in those documents, please contact Marilyn Kirklin at 530-898-0300, ext. 88717. You should be aware that the Bank may modify benefit plans, job titles and salaries, bonuses, commissions and incentives from time to time as it deems necessary or appropriate.
As a Tri Counties Bank employee, you will be expected to comply with our policies and procedures, acknowledge in writing that you have read the handbook, and will comply with sections that, among other things, prohibit the unauthorized disclosure of Tri Counties Bank’s proprietary information. By making this offer, the Bank does not wish to receive or obtain the benefit of any trade secrets or confidential information of any of your former employers. Accordingly, the Bank cautions you not to disclose any trade secrets or confidential information of any former employer to anyone at Tri Counties Bank, nor to use any such trade secrets or confidential information for the benefit of the Bank. The Bank further cautions you not to bring with you any originals or copies of papers, documents, notes, or other materials, whether stored electronically or otherwise, which belong to any former employer or which contain any trade secrets or confidential information of any former employer.
As has been discussed, the Bank reserves the right to conduct background investigations and/or reference checks on all of its potential employees.
For purposes of federal immigration law, you will be required to provide to the Bank documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire.
The Bank is excited about your joining and looks forward to a mutually beneficial and productive relationship. Nevertheless, you should be aware that your employment with the Tri Counties Bank is for no specified period and constitutes at-will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Bank is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice.
Please indicate your official acceptance of this offer by signing and scanning this offer letter, and returning it via e-mail no later than the close of business (5:00 pm PST) on Friday, August 10, 2018. Alternatively, you may fax a copy to me at (530) 898-0308.
Peter, congratulations! We are very pleased that you will be joining the growing and dynamic Tri Counties Bank team. This is an exciting time at the Bank and we are confident that your efforts will result in a meaningful contribution to the performance of Tri Counties Bank, and that you will enjoy a rewarding employment experience.
Sincerely,
/s/ Glenn C. Hunter
Glenn C. Hunter
Senior Vice President
Chief Human Resources Officer
| cc: | Rick Smith |
| Marilyn Kirklin |
| Signature of Acceptance: | Date: | |
| /s/ Peter G. Wiese |
8/10/2018 |
Exhibit 99.1
TriCo Bancshares Announces Appointment of
New Chief Financial Officer
| PRESS RELEASE | Contact: Richard P. Smith | |
| FOR IMMEDIATE RELEASE | President & Chief Executive Officer | |
| (530) 898-0300 |
CHICO, California – August 13, 2018—TriCo Bancshares (“TriCo” or the “Company”) (NASDAQ: TCBK), the holding company for Tri Counties Bank, announced today that Peter Wiese has been named the Company’s new Executive Vice President and Chief Financial Officer effective August 14, 2018. Mr. Wiese replaces Thomas J. Reddish, whose employment as Executive Vice President and Chief Financial Officer terminated as of August 13, 2018. Mr. Reddish’s departure is unrelated to the Company’s financial condition, financial reporting or accounting practices, investments, policies or regulatory condition.
Richard P. Smith, President and Chief Executive Officer, said, “On behalf of the board and senior management team, I want to thank Tom for his many contributions over his more than 24-year tenure with the Company, including 19 as Chief Financial Officer. He has helped guide the Company in its growth, while maintaining financial integrity, and we wish him well in his future endeavors.”
“Peter, our new CFO, inherits strong and talented finance and accounting teams that will appreciate his impressive breadth of experience,” Mr. Smith said. “The Board of Directors and I have the utmost confidence in Peter’s leadership as the new Chief Financial Officer. His leadership skills, strategic insights and financial acumen will be important contributors to our future success,” added Mr. Smith.
Mr. Wiese, 44, was previously with the Sacramento, California office of the public accounting firm of Crowe Horwath LLP, where he was a partner since 2011 specializing in the financial services and banking industries. Mr. Wiese, a Certified Public Accountant, has over 20 years of experience in public accounting.
About TriCo Bancshares
Established in 1975, Tri Counties Bank is a wholly-owned subsidiary of TriCo Bancshares (NASDAQ: TCBK) headquartered in Chico, California, providing a unique brand of customer Service with Solutions available in traditional stand-alone and in-store bank branches in communities throughout Northern and Central California. Tri Counties Bank provides an extensive and competitive breadth of consumer, small business and commercial banking financial services, along with convenient around-the-clock ATM, online and mobile banking
access. Brokerage services are provided by the Bank’s investment services through affiliation with Raymond James Financial Services, Inc. Visit www.TriCountiesBank.com to learn more.
Forward-Looking Statement
The statements contained herein that are not historical facts are forward-looking statements based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. The Company cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. These risks and uncertainties include, but are not limited to, the following: the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market and monetary fluctuations; the impact of changes in financial services policies, laws and regulations; technological changes; mergers and acquisitions, including costs or difficulties related to the integration of acquired companies; changes in the level of the Company’s nonperforming assets and charge-offs; any deterioration in values of California real estate, both residential and commercial; the effect of changes in accounting standards and practices; possible other-than-temporary impairment of securities held by the Company; changes in consumer spending, borrowing and savings habits; ability to attract deposits and other sources of liquidity; changes in the financial performance and/or condition of our borrowers; the impact of competition from financial and bank holding companies and other financial service providers; the possibility that any of the anticipated benefits of the Company’s recent merger with FNBB will not be realized or will not be realized within the expected time period, or that integration of FNBB’s operations with those of the Company will be materially delayed or will be more costly or difficult than expected; the challenges of integrating and retaining key employees; the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; unanticipated regulatory or judicial proceedings; the costs and effects of litigation and of unexpected or adverse outcomes in such litigation; and the Company’s ability to manage the risks involved in the foregoing. Additional factors that could cause results to differ materially from those described above can be found in our Annual Report on Form 10-K for the year ended December 31, 2017, and our other filings on file with the Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations” section of our website, https://www.tcbk.com/investor-relations and in other documents we file with the SEC. Annualized, pro forma, projections and estimates are not forecasts and may not reflect actual results.