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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): April 29, 2022

 

 

 

Westamerica Bancorporation

(Exact name of registrant as specified in its charter)

 

 

 

         
California   001-09383   94-2156203

(State or other jurisdiction

of incorporation)

  

(Commission

File No.)

  

(IRS Employer

Identification Number)

 

1108 Fifth Avenue

San Rafael, California

 94901
 (Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (707) 863-6000

 

 

 

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 Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

 

 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

Proxies for the Annual Meeting of shareholders held on April 28, 2022, were solicited pursuant regulation 14A of the Securities Exchange Act of 1934. The Report of Inspector of election indicates that 23,631,166 shares of the Common Stock of the Company, out of 26,872,745 shares outstanding on the March 7, 2022 record date, were present, in person or by proxy, at the meeting. The following matters were submitted to a vote of the shareholders:

 

Proposal 1. Election of Directors

 

The shareholders elected all of the Board of Directors nominees for a term of one year, as follows:

 

Nominee For Against Abstain Non-Votes
 E. Joseph Bowler 19,994,413 1,686,387 31,165 1,919,201
 Melanie Chiesa 21,513,535 166,326 32,104 1,919,201
 Michele Hassid 21,350,997 327,869 33,099 1,919,201
 Catherine C. MacMillan 19,991,920 1,687,718 32,327 1,919,201
 Ronald A. Nelson 17,073,602 4,605,579 32,784 1,919,201
 David L. Payne 21,178,305 499,836 33,824 1,919,201
 Edward B. Sylvester 16,649,123 5,028,233 34,609 1,919,201
 Inez Wondeh 21,356,590 321,507 33,868 1,919,201

 

Proposal 2. Approve a Non-Binding Advisory Vote on Executive Compensation

 

The shareholders approved, on an advisory non-binding basis, the compensation of Westamerica Bancorporation’s named executive officers, by the following vote:

 

For Against Abstain Non-Votes
21,439,449 122,973 149,543 1,919,201

 

Proposal 3. Ratify Selection of Crowe LLP as Company’s Independent Auditors for Fiscal Year 2022

 

The shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022, by the following vote:

 

For Against Abstain Non-Votes
23,505,366 3,277 122,523 -0-

 

 

 
 

 

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.

 

             
        WESTAMERICA BANCORPORATION
                   (Registrant)
       
Date: April 29, 2022       By:   /s/ Jesse Leavitt
            Jesse Leavitt
            Senior Vice President and Chief Financial Officer

 

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