UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File No.)
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(IRS Employer Identification Number)
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| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code:
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) |
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| 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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
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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 24, 2025, were solicited pursuant regulation 14A of the Securities Exchange Act of 1934. The Report of Inspector of election indicates that 22,847,805 shares of the Common Stock of the Company, out of 26,715,317 shares outstanding on the March 5, 2025 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 | 20,391,963 | 82,800 | 40,142 | 2,332,900 |
| E. Joseph Bowler | 19,792,639 | 681,002 | 41,264 | 2,332,900 |
| Martin Camsey | 20,393,049 | 82,589 | 39,267 | 2,332,900 |
| Melanie M. Chiesa | 20,328,493 | 147,145 | 39,267 | 2,332,900 |
| Michele Hassid | 20,278,424 | 191,353 | 45,128 | 2,332,900 |
| David L. Payne | 20,179,407 | 280,523 | 54,975 | 2,332,900 |
| Edward B. Sylvester | 19,485,559 | 988,857 | 40,489 | 2,332,900 |
| Inez Wondeh | 20,392,383 | 82,749 | 39,773 | 2,332,900 |
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 |
| 20,202,938 | 247,412 | 64,555 | 2,332,900 |
Proposal 3. Approve of the 2025 Omnibus Equity Incentive Plan
The shareholders approved, on an advisory non-binding basis, Westamerica Bancorporation’s 2025 Omnibus Equity Incentive Plan, by the following vote:
| For | Against | Abstain | Non-Votes |
| 18,098,381 | 2,359,924 | 56,600 | 2,332,900 |
Proposal 4. Ratify Selection of Crowe LLP as Company’s Independent Auditors for Fiscal Year 2025
The shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, by the following vote:
| For | Against | Abstain | Non-Votes |
| 22,691,159 | 119,814 | 36,832 | -0- |
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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 28, 2025 | By: | /s/ Anela Jonas | ||||
| Anela Jonas | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
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