SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __))
Filed by the Registrant [X][ ]
Filed by a partyParty other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the [X] Definitive Proxy Statement Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c)240.14a-11(c) or Rule 14a-12240.14a-12
WESTAMERICA BANCORPORATION
----------------------------------------------------------- --------------------------------------------------------------------------------
(Name of Registrant as Specified inIn Its Charter)
----------------------------------------------------------- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing feeFiling Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transactionstransaction applies:
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(2) Aggregate number of securities to which transactionstransaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set(Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount previously paid:Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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[GRAPHIC OMITTED][WESTAMERICA BANCORPORATION LOGO]
1108 Fifth Avenue
San Rafael, California 94901
March 21, 200115, 2002
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
of Westamerica Bancorporation. It will be held at 1:00 p.m. on Thursday, April 26,
2001, at the Fairfield Center for Creative Arts, 1035 West Texas Street,
Fairfield, California,P.M. ON TUESDAY, APRIL
23, 2002, AT THE SHOWCASE THEATRE, MARIN CENTER, SAN RAFAEL, CALIFORNIA, as
stated in the formal notice accompanying this letter. We hope you will plan to
attend.
At the Annual Meeting, the shareholdersShareholders will be asked to elect directors
and to approveratify the selection of independent auditors. We will also review
operating results for the past year and present other information concerning
Westamerica.
In order to ensure your shares are voted at the meeting, please sign and
return the enclosed proxy promptly orMeeting, you can vote
through the Internet, by telephone procedure. This
year weor by mail. Instructions regarding Internet
and telephone voting are pleased to offer our record holders of common stock, holding stock
registered in their own names,included on the option of voting through the Internet.
Internet voting procedures are described on your proxy card. If you elect to vote by
mail, please sign, date and return the proxy card in the accompanying
postage-paid envelope. The Proxy Statement explains more about voting. If you
attend the meeting,Meeting, you may vote in person even though you previously returnedvoted your
proxy.
We look forward to seeing you at the Annual Meeting on Thursday,Tuesday, April
26,
2001,23, 2002, at the FairfieldShowcase Theatre, Marin Center, for Creative Arts, Fairfield,San Rafael, California.
Sincerely,
/s/ DavidDAVID L. PaynePAYNE
------------------------------------
DAVID L. PAYNE
Chairman of the Board, President
and Chief Executive Officer
WESTAMERICA BANCORPORATION
1108 Fifth Avenue
San Rafael, California 94901
----------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Date and Time:
Thursday,DATE AND TIME
Tuesday, April 26, 2001,23, 2002, at 1:00 p.m.
Place:
FairfieldPLACE
Showcase Theatre
Marin Center
for Creative Arts
1035 West Texas Street
Fairfield,San Rafael, California
Items of Business:ITEMS OF BUSINESS
1. To elect 1311 directors to serve until the 20022003 Annual Meeting of Shareholders;
2. To ratify the Board's appointment of KPMG LLP as independent auditors for
2001;2002; and
3. To transact such other business as may properly come before the Annual
Meeting and any adjournments or postponements.
Who May Vote?WHO MAY VOTE?
Shareholders of record at the close of business on March 9, 2001February 25, 2002 are
entitled to notice of and to vote at the Annual Meeting or any postponement or
adjournment thereof.
ADMISSION TO THE MEETING
Admission to the Meeting:
Admission to the meetingMeeting will require a ticket. If you are a shareholderShareholder of
record and plan to attend, please check the appropriate box on the proxy card
and an admission ticket will be mailed to you. If you are a shareholderShareholder whose
shares are held through an intermediary, such as a bank or broker, and you plan
to attend, please request a ticket by writing to the Shareholder Relations
Department A-2B, at Westamerica Bancorporation, P.O. Box 1250, Suisun City,
California 94585. Evidence of your ownership, which you can obtain from your
bank, broker or other intermediary, must accompany your letter.
Annual Report:ANNUAL REPORT
Westamerica Bancorporation's Annual Report to Shareholders for the fiscal year
ended December 31, 20002001 is enclosed. The Annual Report contains financial and
other information about the activities of Westamerica Bancorporation, but it is
not to be deemed a part of the proxy soliciting materials.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kris IrvineKRIS IRVINE
------------------------------------
Kris Irvine
Assistant Corporate Secretary
Dated: March 21, 200115, 2002
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YOUR VOTE IS IMPORTANT
YOU ARE URGED TO COMPLETE, SIGN, DATE AND PROMPTLY RETURN YOUR PROXY, OR VOTE BY
THE TELEPHONE OR INTERNET USING THE PROCEDURES DESCRIBED IN THE PROXY STATEMENT,
SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES.
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
Page
-----
General
Voting Information ............................................... 1
Shareholder Proposal Guidelines .................................. 2
Stock Ownership .................................................. 2
Section 16(a) Beneficial Ownership Reporting Compliance .......... 4
Proposal 1 -- Election of Directors
Board of Directors
Nominees ......................................................... 4
Meetings and Committees of the Board ............................. 6
Compensation of Non-Employee Directors ........................... 7
Corporation Transactions with Directors and Management ........... 7
Board Compensation Committee Report .............................. 7
Executive Compensation
Summary Compensation Table ....................................... 10
Stock Options Granted ............................................ 11
Stock Options Exercised and Year-End Stock Option Values ......... 12
Other Compensation Arrangements .................................. 12
Investment Performance
Five-Year Investment Performance Graph ........................... 14
Proposal 2 -- Ratification of Auditors .............................. 14
Audit Committee Report .............................................. 15
Other Matters ....................................................... 16
Appendix -- Audit Committee Charter ................................. A-1
(i)
GENERAL
Voting Information....................................................... 1
Stock Ownership.......................................................... 4
Section 16(a) Beneficial Ownership Reporting Compliance.................. 5
PROPOSAL 1 -- ELECTION OF DIRECTORS
BOARD OF DIRECTORS
Nominees................................................................. 6
Meetings and Committees of the Board..................................... 8
Compensation of Non-Employee Directors................................... 9
Corporation Transactions with Directors and Management................... 9
Board Compensation Committee Report...................................... 10
Compensation Committee Interlocks and Insider Participation.............. 12
EXECUTIVE COMPENSATION
Summary Compensation Table............................................... 13
Stock Options............................................................ 14
Other Compensation Arrangements.......................................... 16
INVESTMENT PERFORMANCE
Comparison of Five-Year Cumulative Total Return............................. 18
PROPOSAL 2 -- RATIFICATION OF AUDITORS...................................... 18
AUDIT COMMITTEE REPORT...................................................... 19
SHAREHOLDER PROPOSAL GUIDELINES............................................. 20
OTHER MATTERS............................................................... 21
i
WESTAMERICA BANCORPORATION
1108 Fifth Avenue
San Rafael, California 94901
------------
PROXY STATEMENT
March 21, 200115, 2002
------------
GENERAL
PurposePURPOSE
This Proxy Statement and the accompanying proxy card are being mailed to
shareholdersShareholders of Westamerica Bancorporation ("Westamerica" or the "Corporation")
beginning on or about March 21, 2001.15, 2002. The Westamerica Board of Directors is
soliciting proxies to be used at the 20012002 Annual Meeting of Westamerica
shareholders,Shareholders, which will be held at 1:00 p.m., Thursday,Tuesday, April 26,
2001,23, 2002, at the
FairfieldShowcase Theatre, Marin Center, for Creative Arts, 1035 West Texas Street,
Fairfield,San Rafael, California. Proxies are solicited to
give all shareholdersShareholders of record an opportunity to vote on matters to be
presented at the Annual Meeting. In the following pages of this Proxy Statement,
you will find information on matters to be voted on at the Annual Meeting or any
adjournment or postponement of that meeting.
Voting Information
Who Can VoteMeeting.
VOTING INFORMATION
WHO CAN VOTE. You are entitled to vote if you were a shareholderShareholder of record of
Westamerica common stock as of the close of business on March 9, 2001.February 25, 2002. Your
shares can be voted at the meetingMeeting only if you are present or represented by a
valid proxy.
Shares OutstandingQUORUM AND SHARES OUTSTANDING. A quorum of Shareholders is necessary to hold a
valid Meeting. A quorum will exist if a majority of the outstanding shares of
Westamericacommon stock must beis present either in person or represented by proxy, to conduct the
Annual Meeting of Shareholders.proxy. On March 9, 2001, approximately 36,034,608February 25, 2002, 34,307,941
shares of Westamerica common stock were outstanding.
Proxy CardPROXY CARD. The Board has designated Arthur C. Latno, Jr., Ronald A. Nelson and
Edward B. Sylvester to serve as Proxies for the Annual Meeting. As Proxies they
will vote the shares represented by proxies at the Annual Meeting. If you sign
the proxy card but do not specify how you want your shares to be voted, your
shares will be voted by the Proxies in favor of the election of all of the
director nominees, and for ratifying the appointment of independent auditors for
2002. The Proxies will have discretionary authority to vote in accordance with
the directors' recommendations on the
other proposals listed on the proxy card. The Proxies will vote in their discretionjudgment on any other matter that may properly come before the meeting.
Required Votes -- Election of Director NomineesMeeting.
REQUIRED VOTES - ELECTION OF DIRECTOR NOMINEES. Each share is entitled to one
vote, except in the election of directors where a shareholderShareholder may cumulate votes
as to candidates nominated prior to voting, but only when a shareholderShareholder gives
notice of intent to cumulate votes prior to the voting at the meeting.Meeting. If any
shareholderShareholder gives such notice, all shareholdersShareholders may cumulate their votes for
nominees. Under cumulative voting, each share carries as many votes as the
number of directors to be elected, and the shareholderShareholder may cast all of such
votes for a single nominee or distribute them in any manner among as many
nominees as desired. In the election of directors, the 1311 nominees receiving the
highest number of votes will be elected.
Votes Required -- Other Matters1
VOTES REQUIRED - OTHER MATTERS. The affirmative vote of a majority of the shares
present (in person or by proxy and entitled to vote at the Annual Meeting) is
needed to ratify the appointment of KPMG LLP as the Westamerica's independent
auditors for 2001. Any other matters properly considered at the
meeting will be determined by a majority of the votes cast.
1
Tabulation of Votes2002.
TABULATION OF VOTES. The shares represented by all properly executed proxies
received in time for the meetingMeeting will be voted in accordance with the
shareholders'Shareholders' choices specified on their ballot; provided, however, that whereproxy. Where no choices have been
specified, the shares will be voted for all 11 director nominees and to approveratify
the selection of KPMG LLP as independent auditors. When exercising the powers
granted to proxy holders under the caption "ELECTION OF DIRECTORS," the shares
will be voted for the election of directors in the manner described therein.
Brokerage firms that have not received voting instructions from their
clients do not have the authority to vote such sharesIf any other business is
properly presented at the Annual Meeting, (so-called "broker non-votes"). In such cases,the Proxies will have discretionary
authority to vote in accordance with their judgment on those matters.
If your proxy is marked "Withhold" with regard to the election of any
director, your shares will not be voted for or against the election of that
director. Shares present in person at the Meeting which are not voted for a
director nominee or shares present by proxy where the Shareholder has withheld
authority to vote for a nominee will be counted for
the purpose ofin determining ifwhether a quorum
is present, but will not count toward a nominee's plurality. Shares properly
voted as "Abstain" on a particular matter are considered as shares present at
the Meeting for quorum purposes but are treated as having voted against the
matter. If you hold your common stock through a nominee, generally the nominee
may vote the common stock that it holds for you only in accordance with your
instructions. Brokers who are members of the National Association of Securities
Dealers, Inc. may not vote shares held by them in nominee name unless they are
permitted to do so under the rules of any national securities exchange to which
they belong. Under this rule, generally a member broker that has transmitted
proxy solicitation materials to a beneficial owner may vote on matters that the
exchange has determined to be included in
theroutine. If a broker cannot vote totals with respect to those matters brought before the Annual Meeting
and, therefore, will have no effect on the votes. Abstentions willa particular
matter because it is not routine, there is a "broker non-vote" on that matter.
Broker non-votes count for quorum purposes, but are not counted as votes in favor of the election of directorsfor or
against any of the other proposals and
will be counted for purposes of determining a quorum only.
How You Can Voteproposal.
HOW YOU CAN VOTE. You may vote by proxy or in person at the meeting.Meeting. To vote by
proxy, you may select one of the following options:
Vote by Telephone:VOTE BY TELEPHONE. You can vote your shares by telephone by calling the
toll-free telephone number shown on your proxy card. Telephone voting is
available 24 hours a day, seven days a week. Easy-to-follow voice
prompts allow you to vote your shares and confirm that your instructions
have been properly recorded. Our telephone voting procedures are
designed to authenticate the shareholderShareholder by using individual control
numbers. If you vote by telephone, you do NOT need to return your proxy
card.
Vote by Internet:VOTE BY INTERNET. You can also choose to vote on the Internet. The web
site for Internet voting is shown on your proxy card. Internet voting is
available 24 hours a day, seven days a week. You will be given the
opportunity to confirm that your instructions have been properly
recorded. If you vote on the Internet, you do NOT need to return your
proxy card.
Vote by Mail:IF YOU VOTE BY INTERNET OR TELEPHONE, YOUR VOTE MUST BE RECEIVED BY
12:00 P.M., CENTRAL TIME, ON APRIL 19, 2002 TO ENSURE THAT YOUR VOTE IS
COUNTED.
VOTE BY MAIL. If you choose to vote by mail, simply mark your proxy
card, date and sign it, and return it in the postage-paid envelope
provided.
Revocation2
SHARES REGISTERED IN THE NAME OF A BANK OR BROKERAGE FIRM. If your shares of
Proxycommon stock are held by a bank, broker or other nominee in "street name," you
will receive voting instructions (including instructions, if any, on how to vote
by telephone or through the Internet) from the record holder that you must
follow in order to have your shares voted at the Annual Meeting
REVOCATION OF PROXY. If you vote by proxy, whether by telephone, Internet, or
mail, you may revoke that proxy at any time before it is voted at the Annual
Meeting. You may do this by (a) signing another proxy card with a later date and
returningdelivering it to us prior to the meeting,Meeting or sending a notice of revocation to
the Corporate Secretary of Westamerica at 1108 Fifth Avenue, San Rafael, CA
94901, (b) voting againat a later time by telephone or on the Internet prior to the
meeting,Meeting, or (c) attending the meetingMeeting in person and casting a ballot.
Shareholder Proposal Guidelines
To be considered for inclusion inMULTIPLE COPIES OF ANNUAL REPORTS TO SHAREOWNERS. If you own Westamerica stock
through a bank, broker, or other holder of record and received more than one
copy of the Corporation's proxy statement for
next year's annual meeting, shareholder proposals must be receivedWestamerica Annual Report at the Corporation's executive officessame address, contact the holder of
record to eliminate duplicate mailings. You should also contact the holder of
record if, at a later date, you wish to resume the mailing of an Annual Report.
To request additional Annual Reports or Proxy Statements, you can call
Westamerica Bancorporation at (707) 863-6992 or you can send your request in
writing to the Corporate Secretary of Westamerica at 1108 Fifth Avenue, San
Rafael, California
94901, no later than November 19, 2001.
Stock Ownership
Security OwnershipCA 94901.
At least one account at your address must continue to receive an Annual
Report, unless you elect to receive future Annual Reports and Proxy Statements
over the Internet. Mailing of Certain Beneficial Owners. Baseddividends, dividend reinvestment statements, proxy
materials and special notices will not be affected by your election to
discontinue duplicate mailings of the Annual Report.
ELECTRONIC ACCESS TO PROXY MATERIALS AND ANNUAL REPORTS. This Proxy Statement
and the 2001 Annual Report are available on our Internet site at
www.westamerica.com/investor relations. If you hold your Westamerica common
stock in street name through a Schedule 13G
filing, shareholdersbroker, a bank or other nominee, you may have the
option of securing your Proxy Statement and Annual Report over the Internet. If
you vote this year's proxy electronically, you may also be able to elect to
receive future Proxy Statements and Annual Reports and other materials
electronically by following the instructions when you vote.
3
STOCK OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The Corporation does not know
of any person or group that beneficially holdingowned more than 5% of Westamericaits common stock
outstanding as of December 31, 2000, were:
Number of Shares Percent of
Name and Address of Beneficial Owner Title of Class Beneficially Owned Class
- -------------------------------------- ---------------- -------------------- -----------
U. S. Bancorp
601 2nd Avenue. South
Minneapolis, MN 55402-4302 Common 1,871,800(1) 5.13%
- ------------
(1) The Schedule 13G disclosed that the reporting person held sole voting power
over 90,300 shares and sole dispositive power over 1,869,200 shares.
2
Security Ownership of Directors and Management.on February 25, 2002.
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT. The following table shows the
number of common shares and the percentage of the common shares beneficially
owned (as defined below) by each of the current directors, by each of the
nominees for election to the office of director, by the Chief Executive Officer
and the four other most highly compensated executive officers during 20002001 and by
all directors and executive officers of the Corporation as a group as of
March
9, 2001.February 25, 2002. For the purpose of the disclosure of ownership of shares by
directors and management below, shares are considered to be "beneficially" owned
if thea person, directly or indirectly, has or shares the power to vote or direct
the voting of the shares, the power to dispose of or direct the disposition of
the shares, or the right to acquire beneficial ownership of shares within 60
days of March 9, 2001.February 25, 2002.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
Amount and Nature of Beneficial Ownership
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Sole Shared Voting Right to
Voting and and Acquire Within % ofPercent
Investment Investment 60 Days of Shares of
Name and Address ** Power Power Mar. 9, 2001(1)Feb. 25, 2002(1) Total Class(2)
- ------------------------------------- ----------------- ------------------ ----------------- ------------ --------------------- ------------- ---------------- --------- --------
Etta Allen(3) ....................... 10,692 10,692Allen ................................. 10,701(3) 10,701 *
Louis E. Bartolini ........................................... 1,800 1,800 *
Don Emerson ......................................................... 68,778 68,778 0.2%
Louis H. Herwaldt ............................................. 30,000 30,000 *0.1%
Arthur C. Latno, Jr.(4) ............. 3,202 3,202Jr ........................ 3,222(4) 3,222 *
Patrick D. Lynch ............................................... 1,000 1,000 *
Catherine Cope MacMillan(5) ......... 3,080 3,080MacMillan ................... 4,000(5) 4,000 *
Patrick J. Mon Pere ................. 220,829........................ 189,902(6) 6,780 227,609196,682 0.6%
Ronald A. Nelson ............................................... 44,000 44,000 0.1%
Carl R. Otto ....................................................... 6,000 6,000 *
David L. Payne ...................... 78,268 539,884 (6) 775,917 1,394,069 3.9%............................. 74,268(7) 539,918(8) 983,374 1,597,560 4.7%
Michael J. Ryan, Jr. ................ 56,685 (7) 2,085 58,770Jr ........................ 56,585(9) 56,585 0.2%
Edward B. Sylvester ......................................... 82,500 82,500 0.2%
Jennifer J. Finger .................. 179 972 43,534 44,685 0.1%......................... 4,996 1,395 58,210 64,601 0.2%
Robert W. Entwisle .................. 3,174 (8) 700 53,514 57,388......................... 6,654(10) 812 74,897 82,363 0.2%
Hans T. Y. Tjian .................... 78,279 (9) 17,821 127,755 223,855 0.6%
Thomas S. Lenz ...................... 12 (10) 403 18,390 18,805 0.1%........................... 81,224(11) 18,527 147,530 247,281 0.7%
E. Joseph Bowler ........................... 14,301(12) 156 46,820 61,277 0.2%
All 20 Directors and Executive
Officers as a Group ................. 709,795 575,703 1,149,875 2,435,373 6.8%
- ------------
* Indicates beneficial ownership of less than one-tenth of one percent (0.1%)
of the Corporation's common shares.
(1) During 1996, the Corporation adopted the Westamerica Bancorporation
Deferral Plan that allows recipients of restricted performance shares to
defer income into succeeding years. The plan includes restricted
performance shares vested as of January 25, 2001, whether or not deferred
by the executive into the Westamerica Bancorporation Deferral Plan.
(2) Incalculating the percentage of ownership, all shares which the identified
person or persons have the right to acquire by exercise of options are
deemed to be outstanding for the purpose of computing the percentage of the
class owned by such person, but are not deemed to be outstanding for the
purpose of computing the percentage of the class owned by any other person.
(3) Includes 10,350 shares held in a trust as to which Mrs. Allen is trustee.
(4) Includes 1,200 shares owned by Mr. Latno's wife, as to which Mr. Latno
disclaims beneficial ownership.
(5) Includes 2,140 shares held in a trust as to which Ms. MacMillan is trustee.
(6) Includes 528,837 shares owned by Gibson Radio and Publishing Company, of
which Mr. Payne is President and Chief Executive Officer, as to which Mr.
Payne disclaims beneficial ownership.
(7) Held in a trust, as to which Mr. Ryan is co-trustee with sole voting and
investment power.
3
(8) Held in a trust, as to which Mr. Entwisle is co-trustee with sole voting
and investment power.
(9) Held in a trust, as to which Mr. Tjian is co-trustee with sole voting and
investment power.
(10) Held in a trust, as to which Mr. Lenz is co-trustee with sole voting and
investment power.
........................ 683,414 585,855 1,435,885 2,705,154 7.9%
Section* Indicates beneficial ownership of less than one-tenth of one percent (0.1%)
of the Corporation's common shares.
** The address of all persons listed is 1108 Fifth Avenue, San Rafael, CA 94901.
4
(1) During 1996, the Corporation adopted the Westamerica Bancorporation
Deferral Plan that allows recipients of restricted performance shares to
defer income into succeeding years. Includes all previously deferred
shares.
(2) In calculating the percentage of ownership, all shares which the identified
person or persons have the right to acquire by exercise of options are
deemed to be outstanding for the purpose of computing the percentage of the
class owned by such person, but are not deemed to be outstanding for the
purpose of computing the percentage of the class owned by any other person.
(3) Includes 10,350 shares held in a trust as to which Mrs. Allen is trustee.
(4) Includes 1,200 shares owned by Mr. Latno's wife, as to which Mr. Latno
disclaims beneficial ownership.
(5) Includes 3,040 shares held in a trust as to which Ms. MacMillan is trustee.
(6) Includes 5,817 shares owned by Mr. Mon Pere's wife as to which Mr. Mon Pere
disclaims beneficial ownership.
(7) Includes 921 shares held as custodian under the Uniform Gift to Minors Act.
(8) Includes 528,837 shares owned by Gibson Radio and Publishing Company, of
which Mr. Payne is President and Chief Executive Officer, as to which Mr.
Payne disclaims beneficial ownership.
(9) Held in a trust, as to which Mr. Ryan is co-trustee with sole voting and
investment power.
(10) Held in a trust, as to which Mr. Entwisle is co-trustee with sole voting
and investment power.
(11) Includes 78,041 shares held in a trust, as to which Mr. Tjian is co-trustee
with sole voting and investment power and also includes 43 shares held as
custodian under the Uniform Gift to Minors Act.
(12) Includes 9,594 shares held in a trust, as to which Mr. Bowler is co-trustee
with sole voting and investment power.
SECTION 16(a) Beneficial Ownership Reporting ComplianceBENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Corporation's directors and executive officers and
persons who own more than 10% of a registered class of the Corporation's equity
securities to file with the Securities and Exchange Commission (the "SEC") and
the National Association of Securities Dealers initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Corporation. Such persons are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) forms they file.
To the Corporation's knowledge, based solely on a review of the copies
of such reports furnished to the Corporation and written representations that no
other reports were required, during the fiscal year ended December 31, 2000,2001, all
Section 16(a) filing requirements were complied with by Westamerica's officers,
directors and 10% shareholders.Shareholders except: the April 2001 Form 4 for Mr. Zbacnik and
the July 2001 Form 4 for Mr. Tjian were inadvertently filed one day late due to
a clerical error; Mr. Tjian reported one late transaction in his April 2001 Form
4 that was filed in a timely manner.
5
PROPOSAL 1 --1-- ELECTION OF DIRECTORS
TheDon Emerson and Michael J. Ryan, Jr. have announced their intentions to
retire from the Board following the April 2002 Board Meeting. As a result, as of
April 23, 2002 the number of directors of the Board to be elected at the Annual
Meeting to hold office for the ensuing year and until their successors are
elected and qualified is 13.will be reduced to 11. It is the intention of the proxy
holders named in the enclosed proxy to vote such proxies (except those
containing contrary instructions) for the 1311 nominees named below. The Board
does not anticipate that any of the nominees will be unable to serve as a
director, but if that should occur before the meeting,Meeting, the proxy holders reserve
the right to substitute another person as nominee and vote for such person as
directed by the Corporation's Board of Directors. The proxy holders reserve the
right to cumulate votes for the election of directors and cast all of such votes
for any one or more of the nominees, to the exclusion of the others, and in such
order of preference as the proxy holders may determine in their discretion.
NomineesNOMINEES
The nominees for election to the office of director of the Board are
named and certain information with respect to them is given below. The
information has been furnished to the Corporation by the respective nominees.
All of the nominees have engaged in their indicated principal occupation for
more than five years, unless otherwise indicated.
Director
Name of Nominee Principal Occupation Since
- ---------------------------- -------------------------------------------------------- ------------------------ -------------------- --------
Etta Allen ................. Mrs. Allen, born in 1929, is President and owner of Allen 1988
Allen
Heating and Sheet Metal of Greenbrae, Califor- nia,California, and President
and owner of Sunny Slope Vine- yard,Vineyard, Glen Ellen, California.
Louis E. Bartolini ......... Mr. Bartolini, born in 1932, retired in 1988 as a Vice President 1991
President
and financial consultant with Merrill Lynch, Pierce, Fenner &
Smith, Inc. He currently devotes some of his time to serving
on various community ser-
viceservice boards.
Don Emerson ................ Mr. Emerson, born in 1928, was President of Calso 1979
Company (the holding company that owns the formula
and name "Calso Water," a carbonated mineral water)
through 1981. He presently devotes his time to per-
sonal investments.
4
Director
Name of Nominee Principal Occupation Since
- ------------------------------ ----------------------------------------------------------- ---------
Louis H. Herwaldt ............ Mr. Herwaldt, born in 1932, is Chief Executive Officer 1997
of Herwaldt 1997
Automotive Group, Inc. Prior to 1996, Mr. Herwaldt had been
President of Herwaldt Oldsmobile-
GMCOldsmobile-GMC Truck since 1969, President
of Saturn of Fresno since 1991, and President of Herwaldt Motors
since 1993. Mr. Herwaldt served as a director of ValliCorp
Holdings, Inc., which merged with and into the Corpo-
rationCorporation in 1997.
Arthur C. Latno, Jr. ......... Mr. Latno, born in 1929, was an Executive Vice Presi-President for 1985
dent for
Pacific Telesis Group (formerly Pacific Tele-
phoneTelephone Co.) in San
Francisco, California. Mr. Latno retired from that company in
November of 1992. He currently devotes some of his time to serving
on vari-
ousvarious community service boards.
Patrick D. Lynch ............. Mr. Lynch, born in 1933, currently serves as a consult-consultant to 1986
ant to several private high technology firms.
6
Director
Name of Nominee Principal Occupation Since
- --------------- -------------------- --------
Catherine Cope MacMillan Ms. MacMillan, born in 1947, is General Counsel for 1985
MacMillan ................... Nob Hill 1985
Properties, Inc., the owner of the Huntington Hotel in San
Francisco, California. Prior to 19992000 she was President and
owner of the Firehouse Restaurant in Sacramento, California.
Patrick J. Mon Pere .......... Mr. Mon Pere, born in 1931, is the owner and 1997
President/Chief 1997
Executive Officer of Patrick James Inc., a men's retail clothing
firm. Mr. Mon Pere served as a director of ValliCorp Holdings,
Inc., which merged with and into the Corporation in 1997.
Ronald A. Nelson ............. Mr. Nelson, born in 1942, was Executive Vice President of 1988
Charles M. Schulz Creative Associates, and a general part-
nerpartner in
various Schulz partnerships and trustee for vari-
ous Schulz trusts and the Schulz Foundation through 1995. He nowhas long been
involved in the development of commercial property and also
devotes his time to personal invest-
ments.investments and business consulting.
Carl R. Otto ................. Mr. Otto, born in 1946, is the President and Chief Ex-Executive 1992
ecutive
Officer of John F. Otto, Inc., a general contract-
ingcontracting firm in
Sacramento, California.
David L. Payne ............... Mr. Payne, born in 1955, is the Chairman of the Board, President 1984
President
and Chief Executive Officer of the Corpora-
tion.Corporation. Mr. Payne is
President and Chief Executive Of-
ficerOfficer of Gibson Printing and
Publishing Company and Gibson Radio and Publishing Company,
which are newspaper, commercial printing and real estate
invest-
mentinvestment companies headquartered in Vallejo, California
Michael J. Ryan, Jr. ......... Mr. Ryan, born in 1930, has been involved in Ryan 1997
Farms, a diversified farming venture, as well as invest-
ments and real estate since 1957. Mr. Ryan served as
a director of ValliCorp Holdings, Inc., which merged
with and into the Corporation in 1997.California.
Edward B. Sylvester .......... Mr. Sylvester, born in 1936, is the President of Sylvester 1979
Sylvester
Engineering, Inc. and SCO Planning and En-
gineering,Engineering, Inc.,
civil engineering and planning firms with offices in Nevada
City and Truckee, California.
57
Meetings and Committees of the Board
MeetingsMEETINGS AND COMMITTEES OF THE BOARD
MEETINGS
The Board held a total of 13 meetings during 2000.2001. Every director
attended at least 75% of the aggregate of: (i) the 13 Board meetings or that
number of Board meetingsMeetings held during the period in which they served; and (ii)
the total number of meetings of any Committee of the Board on which such
director served.
Committees of the Board
Executive Committee:
Members:COMMITTEES OF THE BOARD
EXECUTIVE COMMITTEE:
MEMBERS: D. L. Payne, Chairman; D. Emerson, A. C. Latno, Jr., P. D.
Lynch and E. B. Sylvester.
Number of Meetings in 2000:NUMBER OF MEETINGS IN 2001: Twelve
Functions:FUNCTIONS: The Board delegates to the Executive Committee, subject to
the limitations of the California General Corporation Law, any powers
and authority of the Board in the management of the business and affairs
of the Corporation.
Audit Committee:
Members:AUDIT COMMITTEE:
MEMBERS: R. A. Nelson, Chairman; L. E. Bartolini, C. C. MacMillan, P. J.
Mon Pere and C. R. Otto.
Number of meetings in 2000:NUMBER OF MEETINGS IN 2001: Five
Functions:FUNCTIONS: The Audit Committee reviews with the Corporation's
independent auditors and management the Corporation's accounting
principles, policies and practices and its reporting policies and
practices. The Audit Committee reviews with the independent auditors the
plan and results of the auditing engagement and reviews the scope and
results of the procedures of the Corporation's internal Audit Department.audit
department. The Audit Committee reviews the adequacy of the
Corporation's internal accounting procedures with the Corporation's
internal audit staff and with the Board. The Audit Committee reviews the reports of
examinations conducted by bank regulatory authorities. For additional functions
required by new rules established by the SEC in 1999 and 2000, pleasePlease see the Audit Committee
Report thatwhich follows.
Employee Benefits and Compensation Committee:
Members:EMPLOYEE BENEFITS AND COMPENSATION COMMITTEE:
MEMBERS: P. D. Lynch, Chairman; E. Allen, D. Emerson, R. A. Nelson and
M. J. Ryan, Jr.
Number of Meetings in 2000:NUMBER OF MEETINGS IN 2001: Five
Functions:FUNCTIONS: The Employee Benefits and Compensation Committee administers
and carries out the terms of the Corporation's employee stock option
plans as well as the tax deferred savings, and retirement, and
profit-sharing plans. The Employee Benefits and Compensation Committee
administers the Corporation's compensation programs and reviews and
recommends to the Board the compensation level for the executive
officers of the Corporation and its subsidiaries. The Employee Benefits
and Compensation Committee also reviews the performance of and
recommends promotions for the executive officers of the Corporation.
Nominating Committee:
Members:8
NOMINATING COMMITTEE:
MEMBERS: A. C. Latno, Jr., Chairman; D. Emerson, P. D. Lynch, D. L. Payne
and E. B.
Sylvester.
Number of Meetings in 2000: One
Functions:NUMBER OF MEETINGS IN 2001: Two
FUNCTIONS: The Nominating Committee is responsible for reviewing the fees paid
to directors for attendance at Board and Committee meetings and making
recommendations with respect thereto. The Nominating Committee will consider
shareholderShareholder nominations for election
6
to the Board submitted in accordance with
section 2.14 of the Bylaws of the Corporation, ("Section 2.14"). Section 2.14which requires that nominations
be submitted in writing to the Corporate Secretary (or Assistant Corporate
Secretary) of the Corporation within not less than 14 days nor more than 50 days
prior to any meeting at which directors will be elected and that nominations
contain certain specified information regarding the nominee and the nominating
shareholder.Shareholder. Nominations not made in accordance with Sectionsection 2.14 may be
disregarded by the chairperson of the Meeting in his or her sole discretion.
Loan and Investment Committee:
Members:LOAN AND INVESTMENT COMMITTEE:
MEMBERS: E. B. Sylvester, Chairman; E. Allen, L. H. Herwaldt, A. C.
Latno, Jr. and C. C. MacMillan.
Number of Meetings in 2000:NUMBER OF MEETINGS IN 2001: Twelve
Functions:FUNCTIONS: The Loan and Investment Committee is responsible for
reviewing major loans and investment policies and for monitoring the
activities related to the Community Reinvestment Act.
Compensation of Non-Employee DirectorsCOMPENSATION OF NON-EMPLOYEE DIRECTORS
During 2000,2001, non-employee directors of the Corporation received an
annual retainer of $14,000. Each non-employee director received $1,000 for each
meeting of the Board that he or she attended.
During 2000,2001, each non-employee director received $500 for each Committee
meeting of the Board attended. The Chairman of each Committee received an
additional $250, for a total of $750, for each Committee meeting attended. The
Chairman of the Board, D. L. Payne, is compensated as an employee and did not
receive an annual retainer or directors' fees.
Corporation Transactions with Directors and ManagementCORPORATION TRANSACTIONS WITH DIRECTORS AND MANAGEMENT
Certain of the directors, executive officers and their associates have
had banking transactions with subsidiaries of the Corporation in the ordinary
course of business. Except as described below,With the exception of the Corporation's Employee Loan
Program under which all employees, including officers and directors, receive a
one percent reduction from prevailing market rates, all outstanding loans and
commitments included in such transactions were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons, did not involve more than a
normal risk of collectibility and did not present other unfavorable features. As
part of Westamerica's Employee Loan Program, all employees, including corporate
officers, are eligible to receive mortgage loans at one percent below the bank's
prevailing interest rate.
Board Compensation Committee Report
Overview9
BOARD COMPENSATION COMMITTEE REPORT
OVERVIEW. The Employee Benefits and Compensation Committee of the Board of
Directors (the "Committee") is comprised solely of directors who are not current
or former employees of Westamerica Bancorporation. It oversees the executive
compensation program and determines annual compensation for executives based on
performance. This executive compensation program and annual evaluation process
establishes a competitive base salary for each executive and offers incentive
compensation which can provide additional compensation if established
performance measures are achieved.
Compensation Objectives and PoliciesCOMPENSATION OBJECTIVES AND POLICIES. The Committee seeks to ensure
that:
o rewards are- incentive compensation is closely linked to company-wide, division and
individual performance;
o- the interests of the Corporation's employees are aligned with those of
its shareholdersShareholders through potentialstock-based incentives and resulting stock
ownership; and
o- compensation and benefits are set at levels that enable the
Corporation to attract and retain highly qualified employees.
7
In determining total compensation, the Committee obtains competitive
market data, comparing the Corporation's compensation practices to those of a
peer group of companies. The peer group is comprised of companies in the banking
industry with which the Corporation competes for executive talent and which are
generally comparable with respect to business activities.
Base Salary and Bonus.BASE SALARY AND BONUS. Each named executive officer named in the Summary Compensation
Table receives a monthly base salary, and is eligible to receive an annual cash
bonus. Over time, the Committee intends to limit base salaries, creating an
increasing reliance on annual cash bonuses to achieve targeted total cash
compensation, thus increasing the percentage of total compensation dependent
upon meetingMeeting specific performance objectives.
Corporate performance measures are established each year based on the
Corporation's business objectives. Specific criteria for each corporate
objective are established for "Threshold," "Target," and "Outstanding"
performance. Achievement of these annual corporate-level performance measures
determines between 55% and 80% of the annual cash bonuses to be paid to each
named executive, with the remaining 20% and 45% and 20%of the annual cash bonus
determined by individual and divisiondivision-level performance. This furthers the
Committee's goal of linking management compensation to shareholderShareholder interests.
Stock Options and Restricted Performance Shares.STOCK OPTIONS AND RESTRICTED PERFORMANCE SHARES. Each named executive officer
is also eligible to receivemay be awarded an annual grant of stock options.options if one-year corporate-level
goals are achieved. All named executive officers, except the Chief Executive
Officer, are also eligible to receive an annual grant of restricted performance
shares. Stock options are priced at 100% of fair market value on the date of
grant and generally vest over three years. Options generally expire ten years
and expire in an
additional seven to nine years.after grant. Restricted performance shares generally vest three years after
grant but only have value if three-year corporate-level performance goals are met.
Stock
grants and deferred compensation awards depend on achievement of annual
corporate objectives.
Performance Criteria.PERFORMANCE CRITERIA. Specific criteria for each corporate objective are
established for "Threshold," "Target," and "Outstanding" performance. During
20002001 corporate performance measures for cash bonuses and stock optionsoption grants
included meeting predetermined target levels for:
o10
- return on equity, return on assets, and earnings per share;
o- credit quality measures; and
o- revenue-per-share growth.
It also included:
o- holding non-interest expenses below a predetermined level;
o- maintaining satisfactory audit results; and
o- improving assets and revenue per employee to specified levels.
Additional corporate performance objectives for a three-year period are
established by the Committee to accompany each grant of restricted performance
shares. Whether each grant vests three years following the date of grant is
determined by achievement of these pre-established, three-year performance
objectives which include, but are not limited to:
o- return on equity, earnings per share growth, and revenue per share
growth;
o- return on assets exceeding peers in the banking industry;
- asset quality, service quality; and
o- service quality and client satisfaction.
Compensation of Chief Executive OfficerCOMPENSATION OF CHIEF EXECUTIVE OFFICER. Mr. Payne's 20002001 base salary remained at $272,016was
$320,004 and annual cash bonus rose to $400,000, reflecting the
Committee's desire to limit base salaries and expand performance-based
compensation as noted above.was $450,000. His 2001 bonus earned in 2000 (included in the
Summary Compensation Table below) was related 80% to the achievement of the
corporate goals listed above and 20% to the achievement of individual 8
management
goals. Individual management goals achieved in 20002001 included satisfactory
results from regulatory examinations, satisfactory internal controls,
satisfactory progress on acquisitions, the completion of the merger of
First Counties Bank into Westamerica Bank,satisfactory progress on employee
development plans, and the consolidation of the
Corporation's subsidiary, Bank of Lake County, into Westamerica Bank.satisfactory improvements in service quality. Pursuant to
the 1995 Stock Option Plan, Mr. Payne was granted 168,780250,000 nonqualified stock
options in January 20012002 which was related to achievement of the 20002001 performance
measures. Compared to the corporate objectives, the Corporation:
o- exceeded its profitability objectives;
o- improved credit quality measures to better than establishedtargeted levels;
o outperformed non-interest expense and control goals;
o increased new sources of non-interest revenues;
o maintained satisfactory audit results; and
o improved efficiency measures to better than targeted levels.
The Chief Executive Officer's receipt, pursuant to the 1995 Stock Option
Plan, of 261,500 nonqualified stock options in January 2000 was related to
achievement of the 1999 corporate performance measures. Compared to the
corporate objectives, the Corporation:
o exceeded its targeted profitability objectives;
o improved credit quality measures to better than established levels;
o- outperformed non-interest expense and control goals; and
o- improved efficiency measures to better than targeted levels.
Mr. Payne is not eligible for restricted performance shares.
In December 1998, the Corporation provided Mr. Payne with a deferred
compensation agreement for additional corporate contributions to remain with the
companyCorporation because of his leadership capabilities and his role in the
development of potential acquisition targets. He must also attain certain
performance goals that include shareholderShareholder returns, overall financial
performance, merger and acquisition activities, results of regulatory audit and
loan review examinations, asset quality and revenue growth. On a quarterly basis
throughout 20002001 the Committee determined that Mr. Payne substantially met all
the pre-established objectives during 2000,2001, and the Corporation contributed
$236,520$60,000 to his deferred compensation account. The deferred compensation will be
distributed to him in a lump sum upon his continuous employment through January
1, 2004.
Other.11
OTHER. In 1993, the Internal Revenue Code ("IRC") was amended to add section
162(m). Section 162(m) places a limit of $1,000,000 on the amount of
compensation that may be deducted by the Corporation in any year with respect to
certain of the Corporation's highest paid executives. The Corporation intends
generally to qualify compensation paid to executive officers for deductibility
under the IRC, including section 162(m), but reserves the right to pay
compensation that is not deductible under section 162(m).
The Employee Benefits and Compensation Committee believes that the
foregoing compensation programs and policies provide competitive levels of
compensation, encourage long-term performance and promote management retention
while further aligning shareholders'Shareholders' and managements' interests in the
performance of the Corporation and the Corporation's Common Stock.
The Employee Benefits and Compensation Committee:THE EMPLOYEE BENEFITS AND COMPENSATION COMMITTEE:
Patrick D. Lynch, Chairman
Etta Allen Ronald A. Nelson
Don Emerson Michael J. Ryan, Jr.
9COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Messrs. Lynch, Nelson, Emerson,
Ryan, Jr. and Mrs. Allen. No member of the Compensation Committee was an officer
or employee of the Corporation or any of its subsidiaries during 2001. None of
the executive officers of the Corporation has served on the Board of Directors
or on the Compensation Committee of any other entity, any of whose officers
served either on the Board of Directors or on the Compensation Committee of the
Corporation.
12
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation of
the Corporation's Chief Executive Officer and the four other most highly
compensated executive officers for services in all capacities to the
Corporation, Westamerica Bank ("WAB") and other subsidiaries during 2001, 2000,
1999, and 1998:1999:
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
------------------------------------------ -------------------------------------------------------------------------- --------------------------
Name and Restricted Securities
Principal Stock Underlying All Other
Position Year Salary Bonus(1) Other(2) Awards(3)(4) Options(3) Compensation(5)
- --------------------- ------ -------------------- ---- -------- -------- -------- ------------ ---------- -------------- ------------ ----------------------------------------
David L. Payne 2000 $272,0162001 $320,004 $450,000 -- -- 168,780 $ 400,000 $ 1,786 $ 0 261,500 $ 266,192 (6)86,791(6)(7)
Chairman, 2000 272,016 400,000 -- -- 261,500 266,192
President & CEO 1999 272,016 350,000 1,440 0-- -- 192,090 270,494
President & CEO 1998 272,016 300,000 1,089 0 192,090 32,391
Jennifer J. Finger 2000 $130,0162001 $129,996 $ 90,600 $ 0 $ 135,120 36,04098,200 -- $139,498 22,670 $ 18,228
SVP & CFO 2000 130,016 90,600 -- 135,120 36,040 18,228
1999 129,984 91,200 0 133,747-- 133,757 25,770 17,354
1998 129,988 86,600 0 48,201 12,870 27,816
Robert W. Entwisle 2001 $134,280 $110,000 -- $125,705 20,430 $ 18,967
SVP 2000 $134,280 $134,280 50,000 $12,000 $-- 121,680 32,470 $ 18,563
SVP
1999 134,280 73,700 12,000-- 120,269 23,220 18,511
1998 134,280 75,500 13,089 130,832 23,220 18,511
Hans T. Y. Tjian 20002001 $130,008 $ 92,500 -- $125,705 20,430 $ 20,973
SVP 2000 130,008 84,500 $12,000 $-- 159,120 40,034 $ 20,961
SVP
1999 130,008 101,900 12,000-- 108,518 20,910 19,429
1998 130,008 74,200 12,000 117,060 20,910 20,255
Thomas S. Lenz 2000 $120,960E. Joseph Bowler 2001 $ 69,20098,160 $ 061,500 -- $ 109,680 29,25064,232 11,510 $ 14,61819,997
SVP & Chief CreditTreasurer 2000 98,160 55,800 -- 62,400 18,300 18,663
1999 120,960 68,000 0 68,429 14,660 12,682
Administrator 1998 105,360 59,500 0 66,89298,160 54,000 -- 61,516 13,200 9,227
- ----------------
(1) Includes bonuses in the year in which they were earned.
(2) Includes for the years 1998-2000 (i) monthly auto allowance for Mr.
Entwisle and Mr. Tjian, and (ii) annual marketing conference for Mr.
Payne.
(3) The Corporation grants restricted performance shares and stock options in
the first quarter of each year based on corporate performance in the prior
calendar year. As with all outstanding shares of common stock, dividends are
paid on vested restricted performance shares. At December 31, 2000 these
individuals held the following unvested restricted performance shares with
the following fair market values, based on the closing price of the
Corporation's Common Stock on December 29, 2000 of $43.00 per share: Finger
(10,970 shares valued at $471,710); Entwisle (12,540 shares valued at
$539,220); Tjian (13,340 shares valued at $573,620); and Lenz (8,590 shares
valued at $369,370). The following table sets forth the restricted
performance share grants that were made on the following dates to the named
individuals:
Jan. 21, 199818,568
- -------------------
(1) Includes bonuses in the year in which they were earned.
(2) Excludes perquisites and other personal benefits that, in the aggregate, do
not exceed the lesser of $50,000 or 10% of the total amount of annual salary
and bonus for the named executive officer.
(3) The Corporation grants restricted performance shares and stock options in
the first quarter of each year based on corporate performance in the prior
calendar year. As with all outstanding shares of common stock, dividends are
paid only on vested restricted performance shares. At December 31, 2001
these individuals held the following unvested restricted performance shares
with the following fair market values, based on the closing price of the
Corporation's Common Stock on December 31, 2001 of $39.57 per share; Finger
(13,040 shares valued at $515,992); Entwisle (11,740 shares valued at
$464,551); Tjian (12,960 shares valued at $512,827); and Bowler (6,010
shares valued at $237,815). The following table sets forth the restricted
performance share grants that were made on the following dates to the named
individuals:
13
Jan. 28, 1999 Jan. 25, 2000 Jan. 25, 2001
Market Price: Market Price: Market Price
$32.79/SharePrice:
$34.56/Share $24.00/Share $39.40625/Share
------------ ------------ ---------------
--------------- --------------
David L. Payne ............................................................ 0 0 0
Jennifer J. Finger ......... 1,470........................................... 3,870 5,630 3,540
Robert W. Entwisle ......... 3,990........................................... 3,480 5,070 3,190
Hans T. Y. Tjian ........... 3,570............................................. 3,140 6,630 Thomas S. Lenz ............. 2,040 1,980 4,570
Mr. Payne's 1995, 1996 and 1997 restricted performance shares were canceled by
the Employee Benefits and Compensation Committee on October 22, 1997, with Mr.
Payne's consent, in exchange for Mr. Payne receiving the right to receive a
nonqualified pension from the Corporation at age 55. See "Other Compensation
Arrangements--Pension Agreement."
10
(4) Restricted performance share grants based on corporate performance in 2000
were made on January 25, 2001 (on which date the market price was $39.41 per
share) to the named individuals as follows: Payne--0; Finger--3,540;
Entwisle--3,190; Tjian--3,190; and Lenz--2,880.
(5) Includes 2000 matching contributions made by the Corporation under the Tax
Deferred Savings/Retirement Plan ("ESOP") for the accounts of Messrs.
Payne, Entwisle, Tjian, Lenz and Ms. Finger in the amounts of: Payne--$0;
Finger--$10,200; Entwisle--$10,200; Tjian--$9,960; and Lenz--$7,349; and
includes 2000 contributions made by the Corporation under the Profit
Sharing/Retirement Plan for the accounts of Messrs. Payne, Entwisle, Tjian
and Lenz, and Ms. Finger in the amounts of: Payne--$7,650; Finger--$7,650;
Entwisle--$7,650; Tjian--$7,650; and Lenz--$5,749; and includes 2000
insurance premiums paid by the Corporation for the accounts of Messrs.
Payne, Entwisle, Tjian and Lenz and Ms. Finger in the amounts of:
Payne--$889; Finger--$378; Entwisle--$713; Tjian--$3,351; and
Lenz--$1,520.
(6) Includes the dollar value of the benefit to Mr. Payne of the remainder of
the premium payable by the Corporation with respect to a split dollar life
insurance policy for Mr. Payne (projected on an actuarial basis) in the
amount of $17,883 for 2000; and bonus paid to Mr. Payne which he used to pay
his portion of split dollar life insurance premiums in the amount of $3,250
for 2000.
(7) Includes deferred compensation of $236,520 pursuant to a 1998 deferred
compensation agreement. See "Other Compensation Arrangements--Deferred
Compensation Agreement."
3,190
E. Joseph Bowler ............................................. 1,780 2,600 1,630
(4) Restricted performance shares based on corporate performance in 2001 were
granted on January 23, 2002 (on which date the market price was $38.74 per
share) to the named individuals as follows: Payne--0; Finger--3,410;
Entwisle--3,070; Tjian--3,070; and Bowler--1,570.
(5) Includes 2001 matching contributions made by the Corporation under the Tax
Deferred Savings/Retirement Plan ("ESOP") for the accounts of Messrs. Payne,
Entwisle, Tjian, Bowler and Ms. Finger in the amounts of: Payne--$0;
Finger--$10,200; Entwisle--$10,200; Tjian--$9,330; and Bowler--$10,200; and
includes 2001 contributions made by the Corporation under the Profit
Sharing/Retirement Plan for the accounts of Messrs. Payne, Entwisle, Tjian
and Bowler, and Ms. Finger in the amounts of: Payne--$7,650; Finger--$7,650;
Entwisle--$7,650; Tjian--$7,650; and Bowler--$7,568; and includes 2001
insurance premiums paid by the Corporation for the accounts of Messrs.
Payne, Entwisle, Tjian and Bowler and Ms. Finger in the amounts of:
Payne--$1,054; Finger--$378; Entwisle--$1,117; Tjian--$3,993; and
Bowler--$2,229.
(6) Includes the dollar value of the benefit to Mr. Payne of the remainder of
the premium payable by the Corporation with respect to a split dollar life
insurance policy for Mr. Payne (projected on an actuarial basis) in the
amount of $14,550 for 2001; and bonus paid to Mr. Payne which he used to pay
his portion of split dollar life insurance premiums in the amount of $3,537
for 2001.
(7) Includes deferred compensation of $60,000 pursuant to a 1998 deferred
compensation agreement. See "Other Compensation Arrangements--Deferred
Compensation Agreement."
STOCK OPTIONS
The following table describes stock options that were granted pursuant to the
Westamerica BancorporationBanCorporation 1995 Stock Option Plan (the "1995 Stock Option Plan")
to the Corporation's Chief Executive Officer and the four other most highly
compensated executive officers in the fiscal year ended December 31, 2000.2001. All
of these grants were made on January 25, 2000,2001, based on achievement of 19992000
corporate performance objectives.
14
OPTION GRANTS IN LAST FISCAL YEAR
Number Percent
of Securities of Total
Underlying Options Granted
Options to All Employees Exercise Expiration Present
Name Granted(1)Granted (1) in Fiscal Year Price Date Value(2)Value (2)
- ---------------------------- --------------- ------------------ ------------------ ------------ ------------------------------ --------- ---------- ----------
David L. Payne ............. 261,500 29% $ 24.00000168,780 27% $39.40625 1/25/2010 $2,709,1402011 $1,448,132
Jennifer J. Finger ......... 36,04022,670 4 24.0000039.40625 1/25/2010 373,3742011 194,508
Robert W. Entwisle ......... 32,470 4 24.0000020,430 3 39.40625 1/25/2010 336,3892011 175,289
Hans T. Y. Tjian ........... 36,252 4 24.0000020,430 3 39.40625 1/25/2010 375,571
Thomas S. Lenz ............. 29,250 3 24.000002011 175,289
E. Joseph Bowler 11,510 2 39.40625 1/25/2010 303,030
- ----------------
(1) All options are nonqualified stock options, which vest ratably over a
three-year period commencing one year after the grant date. All options have
an exercise price equal to the market value on the date of grant. The terms
of all of the Corporation's stock option plans provide that options may
become exercisable in full in the event of a Change of Control as defined in
each stock option plan.
(2) A Modified Roll-Geske option pricing model using standard assumptions,
including 13.0% annual dividend growth, a risk-free rate equal to the
six-year U.S. Treasury yield of 6.60%, volatility of 33.20% and a six-year
maturity was used to derive the per share option value of $10.36.
2011 98,755
11
(1) All options are nonqualified stock options, which vest ratably over a
three-year period commencing one year after the grant date. All options have
an exercise price equal to the market value on the date of grant. The terms
of all of the Corporation's stock option plans provide that options may
become exercisable in full in the event of a Change of Control as defined in
each stock option plan.
(2) A Modified Roll-Geske option pricing model using standard assumptions,
including 10.0% annual dividend growth, a risk-free rate equal to the
six-year U.S. Treasury yield of 5.23%, volatility of 20.00% and a seven-year
maturity was used to derive the per share option value of $8.58.
The following table sets forth the stock options exercised in 20002001 and
the December 31, 20002001 unexercised value of both vested and unvested stock
options for the Corporation's Chief Executive Officer and the four other most
highly compensated executive officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
DECEMBER 31, 2001 OPTION VALUES
Aggregated Option Exercises In Last Fiscal Year And
December 31, 2000 Option Values
Number of Securities
Underlying Unexercised Value of Unexercised
Options at In-The-Money Options
Shares December 31, 20002001 at December 31, 2000(1)
Shares2001 (1)
Acquired Value ------------------------------- ------------------------------
Acquired Value----------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ------------------------ ----------- -------- ----------- ------------- --------------------- ------------- --------------- ------------- --------------
David L. Payne ........... -- -- 560,690 453,590 $12,682,899 $6,702,646775,917 407,143 $12,871,569 $3,062,632
Jennifer J. Finger -- -- 17,170 68,480 160,066 873,510....... 12,014 $ 184,126 30,050 55,286 173,265 420,811
Robert W. Entwisle 37,470 $875,970 107,970 68,230 2,649,619 826,555....... 84,750 2,095,562 49,524 49,816 403,438 379,131
Hans T. Y. Tjian 30,840 676,169 108,660 74,284 2,784,018 949,417
Thomas S. Lenz 15,720 214,913 13,687 52,013 131,067 683,126
- ----------------
(1) Based on the closing price of the Corporation's Common Stock of $43.00 per
share on December 29, 2000.
......... 41,550 1,246,973 94,395 54,089 1,445,124 453,795
E. Joseph Bowler ......... 62,650 1,248,461 8,800 28,110 44,066 213,871
Other Compensation Arrangements
Certain Employment Contracts- --------------
(1) Based on the closing price of the Corporation's Common Stock of $39.57 per
share on December 31, 2001.
15
OTHER COMPENSATION ARRANGEMENTS
CERTAIN EMPLOYMENT CONTRACTS
WAB entered into an employment agreement with Mr. Entwisle and Mr.
Bowler, dated January 7, 1987, providing1987. The agreements of these individuals are
essentially identical except for ansalary. Mr. Entwisle's annual base salary of $134,280.is
$134,280 and Mr. Bowler's is $98,160. The agreement is "evergreen" in the sense
that the term of the agreement is automatically extended for one additional
month upon completion of each additional month of employment unless WAB gives
Mr. Entwisle or Mr. Bowler one year's notice of intent to terminate.
WAB may terminate Mr. Entwisle's and Mr. Bowler's employment without
cause and Mr. Entwisle and Mr. Bowler may terminate histheir employment for "good
reason," as defined in the agreement. Under such circumstances, however, Mr.
Entwisle and Mr. Bowler would be entitled to severance pay equal to the sum of:
(i) one time his base salary; (ii) his maximum bonus(es) had he remained
employed one additional year past the date of termination; and (iii) an amount
equal to his automobile allowance for the one year preceding the date of
termination. The agreementagreements with Mr. Entwisle providesand Mr. Bowler provide for the
payment of liquidated damages upon termination of employment by WAB without
cause or termination by Mr. Entwisle or Mr. Bowler for "good reason." Under the
terms of the agreement, the amount of liquidated damages is reduced by any
severance pay received by Mr. Entwisle or Mr. Bowler and he isthey are under a duty
to mitigate histheir damages.
Hans T. Y. Tjian accepted a position with WAB as Senior Vice President
and Manager of Operations and Systems Administration under the terms set forth
in a letter agreement dated April 14, 1989. Under the terms of this agreement,
Mr. Tjian is entitled to: (i) receive an annual salary of $130,008; (ii) receive
a car allowance of $1,000 per month; (iii) participate in WAB's executive bonus
plan; (iv) participate in the Corporation's Stock Option Plan; and (v) vacation
leave. In addition, Mr. Tjian is entitled to receive severance pay equal to his
annual base salary for one year if his position is eliminated as a result of a
Change of Control (as defined in the agreement).
Pension AgreementPENSION AGREEMENT
During 1997, the Corporation entered into a nonqualified pension
agreement ("Pension Agreement") with Mr. Payne in consideration of Mr. Payne's
agreement that restricted performance shares granted in 1995, 1996 and 1997
would be canceled. The pension was to be calculated as a percentage of Mr. Payne's three
year average compensation (salary and bonus) preceding the earlier of retirement
or age 55. In January 2000, the percentage was
12
determined by the Employee Benefits and Compensation
Committee (the "Committee"), based on the Corporation's achievement of certain
performance goals which had first been established for Mr. Payne's 1995, 1996,
and 1997 restricted performance shares. Under the terms of the Pension Agreement and the percentage
of compensation provisionsshares, determined by the Committee, Mr. Payne's annual pension
will be $511,950. The vested portion of the pension will be paid to Mr. Payne as
a 20-year certain pension commencing at age 55. Mr. Payne will be fully vested
in the pension based on continuous employment through December 31, 2002.
As part of the Pension Agreement, if Mr. Payne becomes subject to an
excise tax as a result of the accelerated vesting of the pension in connection
with a Change of Control (as defined in the Pension Agreement), Mr. Payne will
also receive a cash payment equal to the sum of (i) the portion of any excise
tax due attributable to the vested pension in excess of the portion of any
excise tax that would be due if Mr. Payne's restricted performance shares had
not been canceled, and (ii) the amount necessary to restore Mr. Payne to the
same after-tax position as if no such excise tax had been imposed.
Deferred Compensation Agreement16
DEFERRED COMPENSATION AGREEMENT
In December 1998, the Corporation entered into a deferred compensation
agreement with Mr. Payne for additional discretionary deferred compensation to
provide an incentive to remain with the Corporation through his retirement. The
deferred compensation will be delivered in the form of discretionary monthly
company contributions to be deposited in a non-qualified deferred compensation
plan. The Committee will periodically review the accumulated deferred
compensation balance, including investment performance, to determine if the
additional discretionary company contributions are necessary to provide to Mr.
Payne with an appropriate level of retirement benefits. The amount of such
additional company contributions will be determined quarterly by the Committee
and be based on Mr. Payne's attaining of certain performance goals to include,
but not be limited to, shareholderShareholder returns, overall financial performance,
merger and acquisition activities, loan review examinations, asset quality and
related reserves, and revenue growth.
Mr. Payne's deferred compensation award will be paid in a lump sum and
be contingent upon his continuous employment through January 1, 2004. The
agreement allows for accelerated payment only in the event of death, disability,
termination without cause, and termination as a result of a Change of Control
(as defined in the 1995 Stock Option Plan). Deferred compensation of $236,520$60,000 was
deposited in the non-qualified discretionary plan in 20002001 as the Committee
determined that Mr. Payne had achieved the quarterly performance goals. The
accumulated deferred compensation account balance was $456,430$486,570 on December 31,
2000.
132001.
17
INVESTMENT PERFORMANCE
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN(1)
[GRAPHIC OMITTED]
Period Ending
- --------------------------------------------------------------------------------
Index 1995 1996 1997 1998 1999 2000
- --------------------------------------------------------------------------------
Westamerica Bancorporation 100 133.53 238.92 257.61 195.84 301.78
S & P 500 100 122.87 158.14 202.36 240.92 216.49
NASDAQ Bank Index 100 126.16 206.37 182.08 167.54 192.13RETURN (1)
WESTAMERICA BANCORPORATION
TOTAL RETURN PERFORMANCE
[PERFORMANCE GRAPH]
PERIOD ENDING
----------------------------------------------------------
INDEX 1996 1997 1998 1999 2000 2001
---- ---- ---- ---- ---- ----
WESTAMERICA BANCORPORATION (WABC) 100 178.93 192.92 146.66 226.00 208.06
S & P 500 (SPX) 100 128.70 164.70 196.08 176.20 153.22
NASDAQ BANK INDEX (CBNK) 100 163.59 144.33 132.81 152.30 168.78
(1) Assumes $100 invested on December 31, 19951996 in the Corporation's Common
Stock, the S&P 500 composite stock index and NASDAQ'sNasdaq's Bank Index
PROPOSAL 2 --2-- RATIFICATION OF AUDITORS
The Board, upon the recommendation of the Audit Committee, has approved
the selection of the firm of KPMG LLP as independent auditor for the Corporation
for 2001,2002, to report on the consolidated financial statements of the Corporation,
and to perform such other appropriate accounting services as may be required by
the Board. The Board recommends that the shareholdersShareholders vote in favor of ratifying
and approving the selection of KPMG LLP for the purposes set forth above. Should
the shareholdersShareholders vote negatively, the Board would consider a change in auditors
for the next fiscal year.
1418
Audit FeesAUDIT FEES
The aggregate fees billed by KPMG LLP for professional services rendered
for the audit of the Corporation's annual financial statements for the most
recent fiscal year (2000)(2001) and the reviews of the financial statements included
in the Corporation's Forms 10-Q in 20002001 was $277,000.
Financial Information Systems Design and Implementation Fees$292,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
KPMG LLP rendered no professional services for financial information
systems design and implementation for the most recent fiscal year (2000)(2001).
All Other FeesALL OTHER FEES
The aggregate fees billed for services rendered by KPMG LLP, other than
for the services described above, including tax consulting and other non-audit
services, for the most recent fiscal year (2000)(2001) was
$113,100.$71,995. This included fees paid for other audit services that consisted
principally of subsidiary audits and tax compliance fees.
The Audit Committee considered whether the provision of the services
other than the audit services is compatible with maintaining KPMG LLP's
independence.
Representatives of KPMG LLP will be present at the Annual Meeting with
the opportunity to make a statement if they desire to do so and to respond to
appropriate questions.
AUDIT COMMITTEE REPORT
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous or future filings under the Securities Act or the
Exchange Act that might incorporate any proxy statement or future filings with
the SEC, in whole or in part, the following report shall not be deemed to be
incorporated by reference into such filing.
The Audit Committee of the Board of Directors is composed of five outside
(non-employee)non-employee directors all of whom meet the NASD listing standards for
director independence. The Audit Committeeand
operates under a written charter adopted by the Board of Directors (see Appendix), as required byDirectors. Each
Committee member is independent in accordance with the applicable
NASD listing standards.standards of the
Nasdaq Stock Market. Management is responsible for the Corporation's internal
controls and the financial reporting process. The independent auditors are
responsible for performing an independent audit of the Corporation's
consolidated financial statements in accordance with auditing standards generally accepted in the
United Statesauditing
standards and to issue an opinion thereon. The Audit Committee's responsibility
is to monitor and oversee these processes.
In this context, the Audit Committee has met and held discussions with
management and the independent auditors. Management represented to the Audit
Committee that the Corporation's consolidated financial statements were prepared
in accordance with accounting
principles generally accepted in the United States,accounting principles and the Audit
Committee has reviewed and discussed the consolidated financial statements with
management and the independent auditors. The Audit Committee discussed with the
independent auditors matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees)., as amended, including
the auditor's judgements about the quality, as well as the acceptability, of the
Corporation's accounting principles as applied in its financial reporting.
19
In performing its functions, the Audit Committee acts only in an
oversight capacity and necessarily relies on the work and assurances of the
Corporation's management, which has the primary responsibility for financial
statements and reports, and of the independent auditors, who, in their report,
express an opinion on the conformity of the Corporation's annual financial
statements to generally accepted accounting principles.
The Corporation's independent auditors also provided to the Audit
Committee the written disclosures and the letter from the independent auditors
required by the Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees). The Audit Committee discussed with the
independent auditors that firm's independence.
15
Based on the Audit Committee's discussion with management and the
independent auditors and the Audit Committee's review of the representation of
management and the report of the independent auditors to the Audit Committee,
the Audit Committee recommended that the Board of Directors include the audited
consolidated financial statements in the Corporation's Annual Report on Form
10-K for the year ended December 31, 2000, to be filed2001, for filing with the Securities and
Exchange Commission. The Audit Committee and the Board of Directors also have
approved, subject to Shareholder ratification, the selection of the
Corporation's independent auditors.
Ronald A. Nelson, Chairman
Louis E. Bartolini Catherine C. MacMillan
Patrick J. Mon Pere Carl R. Otto
SHAREHOLDER PROPOSAL GUIDELINES
To be considered for inclusion in the Corporation's Proxy Statement and
form of proxy for next year's Annual Meeting, Shareholder proposals must be
delivered to the Secretary (or Assistant Secretary) of the Corporation, 1108
Fifth Avenue, San Rafael, California 94901, no later than 5:00 p.m. on November
20, 2002. However, if the date of next year's Annual Meeting is set more than
thirty days from the date of this year's Meeting, the notice must be received by
the Secretary (or Assistant Secretary) in a reasonable time before we mail our
Proxy Statement. All proposals must meet the requirements of Rule 14a-8 of the
Securities Exchange Act of 1934.
In order for business, other than a Shareholder proposal included in the
Corporation's Proxy Statement, to be properly brought before next year's Annual
Meeting by a Shareholder, the Shareholder must give timely written notice to the
Secretary (or Assistant Secretary) of the Corporation and must otherwise comply
with the Corporation's Bylaws. To be timely, a Shareholder must deliver or mail
a written notice to the Secretary (or Assistant Secretary) of the Corporation
not less than 14 days nor more than 50 days prior to the Meeting. However, if
the Corporation gives less than 21 days notice of the scheduled date of the
Annual Meeting, then a Shareholder's notice will be timely if delivered or
mailed to the Secretary of the Corporation no later than the close of business
on the 7th day following the day on which such notice of the date of the Annual
Meeting was mailed. A Shareholder's notice must set forth a brief description of
the business desired to be brought before the Meeting, the name and residence
address of the Shareholder proposing such business, the number of shares of the
Corporation's common stock that are owned by the Shareholder and any material
interest of the Shareholder in such business.
20
OTHER MATTERS
Management of the Corporation does not know of any matters to be
presented at the Annual Meeting other than those specifically referred to
herein. If any other matters should properly come before the meetingMeeting or any
postponement or adjournment thereof, the persons named in the enclosed proxy
intend to vote thereon in accordance with their best business judgment.
For a matter to be properly brought before the meeting by a shareholder,
section 2.02 of the Corporation's Bylaws ("Section 2.02") provides that the
shareholder must deliver or mail a written notice to the Secretary (or Assistant
Secretary) of the Corporation not less than 14 days nor more than 50 days prior
to the meeting. Section 2.02 also provides that the notice must set forth as to
each matter that the shareholder proposes to bring before the meeting a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting, the name and residence
address of the shareholder proposing such business, the number of shares of the
Corporation's common stock that are owned by the shareholder and any material
interest of the shareholder in such business.
The cost of the solicitation of proxies in the accompanying form will be
borne by the Corporation. The Corporation has retained the services of Corporate
Investor Communications, Inc.Georgeson
Shareholder to assist in the proxy distribution at a cost not to exceed $2,000
plus reasonable out-of-pocket expenses. The Corporation will reimburse banks,
brokers and others holding stock in their names or names of nominees or
otherwise for reasonable out-of-pocket expenses incurred in sending proxies and
proxy materials to the beneficial owners of such stock.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Kris IrvineKRIS IRVINE
------------------------------------
Kris Irvine
Assistant Corporate Secretary
Dated: March 15, 2002
21
2001
16
Appendix A
Audit Committee Charter
(Approved by the Board or Directors 4/27/00)- --------------------------------------------------------------------------------
PROXY - WESTAMERICA BANCORPORATION
- --------------------------------------------------------------------------------
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WESTAMERICA
BANCORPORATION FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 23, 2002
The Audit Committee is appointed by the Boardundersigned holder hereby authorizes A. Latno, Jr., R. Nelson and E.
Sylvester, each with full power of substitution, to assist the Board in monitoring
(1) the integrity of the financial statements, (2) the compliance by the company
with legalrepresent and regulatory requirements and (3) the independence and performance
of the company's internal and external auditors.
The members of the Audit Committee shall meet the independence and experience
requirements of the Nasdaq. The members of the Audit Committee shall be
appointed by the Boardvote, as
designated on the recommendationreverse side, all shares of Common Stock of Westamerica
Bancorporation which the Chairmanundersigned would be entitled to vote at the Annual
Meeting of Shareholders of said corporation to be held at the Board. The
Audit Committee shall have no fewer than three members.
The Audit Committee shall haveShowcase Theatre,
Marin Center, San Rafael, California at 1:00 p.m. on Tuesday, April 23, 2002
upon the authoritymatters set forth on the reverse side of this Proxy and described in
the accompanying Proxy Statement and upon such other business as may properly
come before the meeting or any postponement or adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED
FOR ALL NOMINEES AND FOR PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY PROMPTLY, USING THE ENCLOSED
ENVELOPE.
(Continued, and to retain special legal, accounting
orbe signed on the other consultants to advise the Committee. The Audit Committee may request
any officer or employee of the company or the company's outside counsel or
independent auditorside)
MEETING TICKET REQUEST INSTRUCTIONS
WESTAMERICA BANCORPORATION ANNUAL MEETING OF SHAREHOLDERS
1:00 P.M. TUESDAY, APRIL 23, 2002, SHOWCASE THEATRE, MARIN CENTER, SAN RAFAEL,
CALIFORNIA
You can avoid registration lines by obtaining tickets in advance. If you plan to
attend the Meeting, please mark the "I Plan to Attend the Meeting" box on your
Proxy Card and return it in the enclosed pre-addressed return envelope to
Westamerica Bancorporation. P.O. Box 2702, Chicago, IL 60690-9402. You will be
mailed a meetingticket entitling admission.
Because of seating limitations, your ticket is valid for admission of up to two
people. If you desire additional tickets, please call Westamerica Bancorporation
at (707) 863-6809.
INTERNET AND TELEPHONE VOTING INSTRUCTIONS
IT'S FAST, CONVENIENT, AND YOUR VOTE IS IMMEDIATELY CONFIRMED AND POSTED.
- -----------------
VOTE BY TELEPHONE
- -----------------
Just follow these 4 easy steps:
1. Read the Committee.
The Audit Committee shall make regular reportsaccompanying Proxy Statement.
2. Call 1-877-276-0844 in the United States or Canada any time on a
touch tone telephone. There is NO CHARGE to you for the call.
3. Enter your 6-digit Control Number located on the reverse, in the
upper right corner.
4. Follow the simple recorded instructions. You will have two options:
OPTION 1: To vote as the Board of Directors.
The Audit Committee shall:Directors recommends on all proposals:
press 1. ReviewWhen asked, please confirm your vote by pressing 1.
OPTION 2: If you choose to vote on each proposal separately, press 0 and
reassessfollow the adequacy of this Charter annually and recommend any
proposed changessimple recorded instructions.
- ----------------
VOTE BY INTERNET
- ----------------
Just follow these 4 easy steps:
1. Read the accompanying Proxy Statement.
2. Go to the following website: www.computershare.com/us/proxy
3. Enter the information requested on your computer screen, including
your 6-digit Control Number located on the reverse, in the upper
right corner.
4. Follow the simple instructions on the screen.
PROXIES SUBMITTED BY TELEPHONE OR INTERNET MUST BE RECEIVED BY 12:00 P.M.,
CENTRAL TIME, ON APRIL 19, 2002.
YOUR VOTE IS IMPORTANT!
DO NOT RETURN VOTING FORM IF YOU ARE VOTING BY TELEPHONE OR INTERNET
THANK YOU FOR VOTING
WESTAMERICA BANCORPORATION CONTROL NUMBER
[ ] Mark this box with an X if you have made changes 000000 0000000000 0 0000
to your name or address details below.
000000000.000 ext
000000000.000 ext
MR A SAMPLE 000000000.000 ext
DESIGNATION (IF ANY) 000000000.000 ext
ADD 1 000000000.000 ext
ADD 2 000000000.000 ext
ADD 3 000000000.000 ext
ADD 4
ADD 5 HOLDER ACCOUNT NUMBER
ADD 6 C 1234567890 JNT
Use a black pen. Print in
CAPITAL letters inside the grey A B C 1 2 3 X
areas as shown in this example.
- --------------------------------------------------------------------------------
ANNUAL MEETING PROXY CARD
- --------------------------------------------------------------------------------
A ELECTION OF DIRECTORS PLEASE REFER TO THE REVERSE SIDE FOR INTERNET AND
TELEPHONE VOTING INSTRUCTIONS.
The Board for approval.
2. Reviewof Directors Recommends a Vote FOR the annual audited financial statements with management, including
major issues regarding accountinglisted nominees.
For Withhold For Withhold For Withhold
--- -------- --- -------- --- --------
01 E. Allen [ ] [ ] 05 P. Lynch 09 C. Otto
02 L. Bartolini [ ] [ ] 06 C. MacMillan [ ] [ ] 10 D. Payne [ ] [ ]
03 L. Herwaldt [ ] [ ] 07 P. Mon Pere [ ] [ ] 11 E. Sylvester [ ] [ ]
04 A. Latno, Jr. [ ] [ ] 08 R. Nelson [ ] [ ]
B ISSUES
The Board of Directors recommends a vote FOR the following resolutions.
For Against Abstain
Approval of Auditors. [ ] [ ] [ ]
I PLAN TO ATTEND THE MEETING.
If you mark this box to the right an admission card [ ]
will be sent to you.
C AUTHORIZED SIGNATURES - SIGN HERE - THIS SECTION MUST BE COMPLETED FOR YOUR
INSTRUCTIONS TO BE EXECUTED.
Please sign exactly as name appears hereon. If acting as attorney, executor,
trustee or in other representative capacity, please sign name and auditing principles and practices as
well as the adequacy of internal controls that could significantly affect
the company's financial statements.
3. Review with management and the independent auditor any significant
financial reporting issues and judgments made in connection with the
preparationtitle. Receipt
is hereby acknowledged of the company's financial statements.
4. Review with management andProxy Statement for the independent auditor the company's quarterly
financial statements prior to the release of quarterly earnings. The review
may be conducted by a member of the Committee who has been delegated
authority by the Committee to perform the review.
5. Meet periodically with management to review the company's major financial
risk exposures.
6. Review major changes to the company auditing and accounting principles and
practices as suggested by the independent auditor, internal auditors or
management.
7. Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.
8. Approve the fees to be paid to the independent auditor.
9. Receive periodic reports from the independent auditor regarding the
auditor's independence, and discuss such reports with the auditor. If so
determined by the Audit Committee, recommend that the Board take
appropriate action to satisfy itself of the independence of the auditor.
10. Evaluate together with the Board the performance of the independent auditor
and, if so determined by the Audit Committee, recommend that the Board
replace the independent auditor.
11. Review the appointment and replacement of the senior internal auditing
executive.
A-1
12. Review the significant reports to management prepared by the internal
auditing department and management's responses.
13. Meet with the independent auditor prior to the audit to review the planning
and staffing of the audit.
14. Obtain from the independent auditor assurance that Section 10A of the
Private Securities Litigation Reform Act of 1995 has not been implicated.
15. Obtain reports from management, the company's senior internal auditing
executive and the independent auditor that the company's subsidiary
affiliated entities are in conformity with applicable regulatory and legal
requirements.
16. Discuss with the independent auditor the matters required to be discussed
by SAS 61 relating to the audit.
17. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the company's response to that letter. Such reviews should
include:
a) Any difficulties encountered in the course of the audit work, including
any restrictions on the scope of activities or access to required
information.
b) Any changes required in the planned scope of the internal audit.
c) The internal audit department responsibilities, budgeting and staffing.
18. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the company's annual proxy statement.
19. Advise the board with respect to the company's policies and procedures
regarding compliance with applicable laws and regulations and with the
company's code of conduct.
20. Review with appropriate members of management or appropriate legal counsel
legal matters that may have a material impact on the financial statements,
the company's compliance policies and any material reports or inquiries
received from regulators or governmental agencies.
21. Meet at least annually with the senior internal audit officer, or other
members of management if needed, in separate executive sessions.
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits, or
to determine that the company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the company's Code of Conduct.
A-2Meeting.
Signature 1 Signature 2 Date (dd/mm/yyyy)
- ----------------------------------------- ------------------------------------------ -----------------------------------------
/ /
- ----------------------------------------- ------------------------------------------ -----------------------------------------
[ ] A4361 1 U P X