UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2020
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WESTAMERICA BANCORPORATION
(Exact name of registrant as specified in its charter)
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| California | 001-09383 | 94-2156203 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1108 Fifth Avenue
San Rafael, California 94901
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (707) 863-6000
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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:
| ☐ | 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 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
Proxies for the Annual Meeting of shareholders held on April 23, 2020, were solicited pursuant regulation 14A of the Securities Exchange Act of 1934. The Report of Inspector of election indicates that 23,340,452 shares of the Common Stock of the Company, out of 27,101,866 shares outstanding on the February 24, 2020 record date, were present, in person or by proxy, at the meeting. The following matters were submitted to a vote of the shareholders:
Proposal 1. Election of Directors
The shareholders elected all of the Board of Directors nominees for a term of one year, as follows:
| Nominee | For | Against | Abstain | Non-Votes |
| Etta Allen | 19,500,311 | 1,467,195 | 39,816 | 2,333,130 |
| Louis E. Bartolini | 19,705,122 | 1,262,692 | 39,508 | 2,333,130 |
| E. Joseph Bowler | 19,660,332 | 1,307,067 | 39,923 | 2,333,130 |
| Melanie Chiesa | 20,906,486 | 59,916 | 40,920 | 2,333,130 |
| Michele Hassid | 20,905,004 | 59,604 | 42,714 | 2,333,130 |
| Catherine C. MacMillan | 19,704,246 | 1,263,690 | 39,386 | 2,333,130 |
| Ronald A. Nelson | 19,551,478 | 1,415,910 | 39,934 | 2,333,130 |
| David L. Payne | 20,496,583 | 468,797 | 41,942 | 2,333,130 |
| Edward B. Sylvester | 19,123,207 | 1,842,987 | 41,128 | 2,333,130 |
Proposal 2. Approve a Non-Binding Advisory Vote on Executive Compensation
The shareholders approved, on an advisory non-binding basis, the compensation of Westamerica Bancorporation’s named executive officers, by the following vote:
| For | Against | Abstain | Non-Votes |
| 20,661,928 | 295,640 | 49,754 | 2,333,130 |
Proposal 3. Ratify Selection of Crowe Horwath, LLP as Company’s Independent Auditors for Fiscal Year 2020
The shareholders ratified the appointment of Crowe Horwath, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020, by the following vote:
| For | Against | Abstain | Non-Votes |
| 23,228,679 | 74,410 | 37,363 | -0- |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | WESTAMERICA BANCORPORATION |
| | | (Registrant) |
| | | |
| Date: April 24, 2020 | By: | /s/ Jesse Leavitt |
| | | Jesse Leavitt |
| | | Senior Vice President and Chief Financial Officer |
| | | |
