true 0000311094 0000311094 2024-04-26 2024-04-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

 

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 6, 2024 (April 26, 2024)

 

 

 

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. ☐

 

 

 

EXPLANATORY NOTE

 

On April 26, 2024, Westamerica Bancorporation (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (“Original Report”). This form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the Original Report to amend and restate the voting results for Proposal 1 Election of Directors. The Original Report was erroneous due to a premature release of the tabulation report. No other changes have been made to the information set forth in the Original Report. This Amendment No. 1 should be read in conjunction with the Original Report.

 

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 25, 2024, were solicited pursuant regulation 14A of the Securities Exchange Act of 1934. The Report of Inspector of election indicates that 23,202,228 shares of the Common Stock of the Company, out of 26,677,701 shares outstanding on the March 6, 2024 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
 Alisa Belew 20,390,192 524,696 51,405 2,235,935
 E. Joseph Bowler 20,156,888 758,221 51,184 2,235,935
 Martin Camsey 20,754,179 160,439 51,675 2,235,935
 Melanie M. Chiesa 20,313,914 601,541 50,838 2,235,935
 Michele Hassid 20,215,768 699,936 50,589 2,235,935
 David L. Payne 20,505,014 410,896 50,383 2,235,935
 Edward B. Sylvester 20,173,883 747,072 45,338 2,235,935
 Inez Wondeh 20,243,456 671,303 51,534 2,235,935

 

2

 

 

 

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: May 6, 2024 By: /s/ John “Robert” Thorson
    John “Robert” Thorson
    Senior Vice President and Chief Financial Officer

 

 

 

 

 

 

3

 

 

v3.24.1.u1
Cover
Apr. 26, 2024
Cover [Abstract]  
Document Type 8-K/A
Amendment Flag true
Amendment Description On April 26, 2024, Westamerica Bancorporation (the “Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K (“Original Report”). This form 8-K/A is being filed as an amendment (“Amendment No. 1”) to the Original Report to amend and restate the voting results for Proposal 1 Election of Directors. The Original Report was erroneous due to a premature release of the tabulation report. No other changes have been made to the information set forth in the Original Report. This Amendment No. 1 should be read in conjunction with the Original Report.
Document Period End Date Apr. 26, 2024
Entity File Number 001-09383
Entity Registrant Name Westamerica Bancorporation
Entity Central Index Key 0000311094
Entity Tax Identification Number 94-2156203
Entity Incorporation, State or Country Code CA
Entity Address, Address Line One 1108 Fifth Avenue
Entity Address, City or Town San Rafael
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94901
City Area Code (707)
Local Phone Number 863-6000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Westamerica Bancorporation (NASDAQ:WABC)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Westamerica Bancorporation Charts.
Westamerica Bancorporation (NASDAQ:WABC)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Westamerica Bancorporation Charts.