UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 22, 2018
Westamerica Bancorporation
(Exact name of registrant as specified in its charter)
| California | 001-09383 | 94-2156203 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification Number) |
| | |
1108 Fifth Avenue San Rafael, California | 94901 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (707) 863-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the exchange Act.¨
Section 5 – Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 22, 2018, the Board of Directors (the “Board”) of Westamerica Bancorporation (the “Company”) approved and adopted an amendment (the “Amendment”) to its Bylaws of the Company amending Article III, Section 3.02 to decrease the size of the Board from nine (9) to eight (8) members. This is in connection with the retirement of director Arthur C. Latno, Jr. The Amendment became effective immediately on its adoption. The Amended Bylaws of the Company are otherwise unchanged. The full text of the Amended and Restated Bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events
The independent directors of the Board have recommended, and the Board has approved, the appointment of Etta Allen, a Director and a current member of the Nominating Committee, as the new Chair of the Nominating Committee, effective immediately.
Item 9.01. Financial Statements and Exhibits.
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: March 26, 2018 | By: | /s/ John “Robert” Thorson | |
| | | John “Robert” Thorson | |
| | | Senior Vice President and Chief Financial Officer |
Exhibit Index
4
