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): June 28, 2019
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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, no par value | WABC | The Nasdaq Stock Market, LLC |
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 1 – Registrant’s Business and Operations
| Item 1.01 | | Entry into a Material Definitive Agreement |
On June 27, 2019, Westamerica Bancorporation (the “Company”) and its wholly-owned subsidiary, Westamerica Bank (the “Bank”), entered into indemnification agreements (each, an “Indemnification Agreement”) with each of their respective directors (each an “Indemnitee”). The Indemnification Agreements supersede any prior indemnification agreements in effect between each Indemnitee and the Company and/or the Bank, as applicable. The Indemnification Agreements provide the Indemnitees with, among other things, indemnification against liabilities relating to their services as directors and officers of the Company and/or the Bank and the advancement of expenses under certain circumstances, in each case to the fullest extent permitted by law. The Indemnification Agreements also require the Company and the Bank to use their reasonable best efforts to purchase and maintain one or more policies of directors’ and officers’ liability insurance to cover liabilities asserted against, or incurred by, the Indemnitees. The foregoing summary of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full texts of the Company’s form of Indemnification Agreement and the Bank’s form of Indemnification Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Section 5 – Corporate Governance and Management
| Item 5.02. | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Election of Director
On June 27, 2019, the Westamerica Bancorporation Board of Directors nominated Michele Hassid to serve as an independent member of the Board of Directors effective September 26, 2019 until her successor is duly nominated, qualified, and elected.
Ms. Michele Hassid is employed as a managing partner at Eckhoff and Company, where she has worked since 1990. Ms. Hassid has a Bachelor of Arts degree from San Francisco State University. Ms. Hassid is a Certified Public Accountant and Chartered Global Management Accountant. She is a member of the AICPA and CalCPA.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
The exhibit list called for by this Item is incorporated by reference to the exhibit index filed as part of this report.
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: June 28, 2019 | | | | By: | | /s/ John “Robert” Thorson |
| | | | | | | John “Robert” Thorson |
| | | | | | | Senior Vice President and Chief Financial Officer |
Exhibit Index
4
