Westamerica Bancorporation (WABC) holders back board, pay and auditor

Rhea-AI Filing Summary

Westamerica Bancorporation reported voting results from its April 23, 2026 annual shareholder meeting. 20,862,774 shares of common stock were represented out of 24,189,404 shares outstanding on the March 4, 2026 record date, indicating strong participation.

Shareholders elected all nominated directors, with support levels generally above 18.0 million "for" votes for each nominee. They also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 18,355,387 votes in favor. In addition, shareholders ratified the selection of Crowe LLP as independent registered public accounting firm for the year ending December 31, 2026, receiving over 20.5 million votes in favor and very few votes against.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 24,189,404 shares Shares represented at meeting: 20,862,774 shares Say-on-pay votes for: 18,355,387 votes +4 more

7 metrics

Shares outstanding on record date 24,189,404 shares Common stock outstanding on March 4, 2026 record date

Shares represented at meeting 20,862,774 shares Common shares present in person or by proxy at April 23, 2026 meeting

Say-on-pay votes for 18,355,387 votes Votes in favor of non-binding advisory executive compensation resolution

Say-on-pay votes against 379,196 votes Votes against advisory executive compensation resolution

Auditor ratification votes for 20,502,455 votes Votes in favor of ratifying Crowe LLP as 2026 auditor

Auditor ratification votes against 239,365 votes Votes against ratifying Crowe LLP as 2026 auditor

Example director support 18,582,179 votes Votes for director nominee Carter Welch

Key Terms

non-binding advisory vote, independent registered public accounting firm, Regulation 14A, Inspector of election, +1 more

5 terms

non-binding advisory vote financial

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

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Regulation 14A regulatory

"Proxies for the Annual Meeting of shareholders held on April 23, 2026, were solicited pursuant regulation 14A"

Regulation 14A is a U.S. securities rule that governs how companies prepare, disclose and distribute proxy materials when asking shareholders to vote on matters like board elections, mergers or executive pay. Think of it as a rulebook and checklist that forces clear, timely information and limits misleading persuasion so investors can make informed voting choices; those votes can change who runs a company and influence its strategy and value.

Inspector of election regulatory

"The Report of Inspector of election indicates that 20,862,774 shares"

emerging growth company regulatory

"Emerging growth company Section 5 – Corporate Governance and Management"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

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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 24, 2026

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 23, 2026, were solicited pursuant regulation 14A of the Securities Exchange Act of 1934. The Report of Inspector of election indicates that 20,862,774 shares of the Common Stock of the Company, out of 24,189,404 shares outstanding on the March 4, 2026 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 Director nominees for a term of one year, as follows:

Nominee	For	Against	Abstain	Non-Votes
Alisa Belew	18,490,079	255,468	43,008	2,074,219
Martin Camsey	18,488,488	257,069	42,998	2,074,219
Melanie M. Chiesa	18,412,425	331,069	45,061	2,074,219
Michele Hassid	18,298,021	443,477	47,057	2,074,219
David L. Payne	18,505,822	249,587	33,146	2,074,219
Edward B. Sylvester	18,085,396	666,724	36,435	2,074,219
Carter Welch	18,582,179	163,417	42,959	2,074,219
Inez Wondeh	18,464,962	280,293	43,300	2,074,219

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
18,355,387	379,196	53,972	2,074,219

Proposal 3. Ratify Selection of Crowe LLP as Company’s Independent Auditors for Fiscal Year 2026

The shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, by the following vote:

For	Against	Abstain	Non-Votes
20,502,455	239,365	120,954	-0-

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: April 27, 2026				By:		/s/ Anela Jonas
						Anela Jonas
						Senior Vice President and Chief Financial Officer

3

FAQ

What did Westamerica Bancorporation (WABC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing eight directors, approving a non-binding advisory resolution on executive compensation, and ratifying Crowe LLP as independent auditors for 2026. All three proposals received sufficient support to pass based on the reported vote tallies.

How many Westamerica Bancorporation (WABC) shares were represented at the 2026 annual meeting?

A total of 20,862,774 common shares were represented in person or by proxy at the April 23, 2026 meeting. This compares to 24,189,404 shares outstanding on the March 4, 2026 record date, indicating a high level of shareholder participation in the voting process.

Were all director nominees elected at Westamerica Bancorporation’s 2026 meeting?

Yes, all eight nominees for Westamerica Bancorporation’s board of directors were elected for one-year terms. Each candidate, including Alisa Belew, David L. Payne, and others, received over 18 million votes "for" and only relatively small numbers of votes against or abstentions.

How did Westamerica Bancorporation (WABC) shareholders vote on executive compensation in 2026?

Shareholders approved the non-binding advisory vote on executive compensation with 18,355,387 votes in favor, 379,196 against, and 53,972 abstentions. There were 2,074,219 broker non-votes, but the support level among votes cast was clearly in favor of the compensation program.

Which audit firm did Westamerica Bancorporation shareholders ratify for fiscal year 2026?

Shareholders ratified Crowe LLP as Westamerica Bancorporation’s independent registered public accounting firm for the year ending December 31, 2026. The vote was 20,502,455 "for", 239,365 "against", and 120,954 "abstain", with no broker non-votes reported on this proposal.

What was the record date for Westamerica Bancorporation’s 2026 annual shareholder meeting?

The record date for determining shareholders entitled to vote at Westamerica Bancorporation’s 2026 annual meeting was March 4, 2026. On that date, 24,189,404 shares of common stock were outstanding and eligible to be counted for quorum and voting purposes at the meeting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB