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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) |
| |
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|
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- |
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.
| |
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WESTAMERICA BANCORPORATION |
| |
|
|
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(Registrant) |
| |
|
|
|
| Date: April 27, 2026 |
|
|
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By: |
|
/s/ Anela Jonas |
| |
|
|
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Anela Jonas |
| |
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|
Senior Vice President and Chief Financial Officer |
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