First Hawaiian stockholders approve share issuance for TriCo deal
Votes for the issuance numbered 95,918,417, against 118,718, out of 96,090,624 shares represented at the Oct. 29 virtual special meeting.
Key takeaways
- First Hawaiian (FHB) stockholders approved issuing common stock as merger consideration for TriCo Bancshares (TCBK) at a virtual special meeting on Oct. 29, a regulatory filing showed. TriCo shareholders also approved the deal, and the companies expect the transaction to close later in 2026, subject to remaining conditions.
First Hawaiian, Inc. (FHB) stockholders approved the issuance of common stock as merger consideration for TriCo Bancshares (TCBK), the company said in a regulatory filing.
The vote took place at a virtual special meeting held on Oct. 29, 2026. Stockholders considered a proposal to approve the share issuance under the Agreement and Plan of Reorganization and Merger dated July 12, 2026, among First Hawaiian, TriCo and Horizon Merger Sub, Inc., a wholly owned subsidiary of First Hawaiian.
The proposal received 95,918,417 votes for, 118,718 against and 39,341 abstentions, with 14,148 broker non-votes. A total of 96,090,624 shares were represented in person or by proxy, approximately 79.0% of the shares entitled to vote.
Because there were enough votes to approve the proposal, no adjournment was needed, and the meeting concluded on that item.
The merger works in two steps. Merger Sub will merge into TriCo, with TriCo surviving. TriCo will then merge into First Hawaiian, which will continue as the surviving entity.
The companies said in a joint press release that TriCo shareholders also approved the transaction at their own virtual special meeting on Oct. 29.
Bob Harrison, Chairman, President and CEO of First Hawaiian, said: "We're pleased with the strong support stockholders of both companies have shown for this acquisition." He added that bringing the banks together will give the company greater capacity to invest in products, services and lending capabilities.
Rick Smith, President and CEO of TriCo, said the vote "marks an exciting milestone toward creating a leading regional bank headquartered in the West."
Completion remains subject to the satisfaction or waiver of the remaining customary closing conditions in the merger agreement. The companies expect the transaction to close later in 2026.
First Hawaiian is a bank holding company headquartered in Honolulu. Its principal subsidiary, First Hawaiian Bank, operates branches in Hawaii, Guam and Saipan. TriCo is the parent of Tri Counties Bank, based in Chico, California.