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): April 28, 2023
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 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 5 – Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 27, 2023, in connection with the effectiveness of new Securities and Exchange Commission rules regarding universal proxy cards, certain recent changes to the California General Corporation Law (the “CGCL”), and a periodic review of the bylaws of Westamerica Bancorporation (the “Company”), the Company’s board of directors (the “Board”) approved and adopted the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”), which became immediately effective.
Among other things, the Amended and Restated Bylaws:
| · | permit shareholder meetings to be conducted in-person and electronically, or solely by electronics means, subject to the applicable provisions of the CGCL; |
| · | require that a shareholder soliciting proxies from other shareholders use a proxy card color other than white; |
| · | revise the timing requirements set in forth in the advance notice bylaw provision to require that a shareholder provide notice of a director nomination to be made at an annual meeting of shareholders not earlier than 120 days and not later than 90 days before the anniversary of the prior year’s annual meeting of shareholders; provided, if the date for the current year’s annual meeting has changed more than 30 days from the date on which the prior year’s annual meeting was held, then such notice must be received not earlier than 120 days prior to such annual meeting and not later than the later of 90 days before such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company; |
| · | revise the procedures and disclosure requirements in the advance notice bylaw provision for shareholders’ nominations of director candidates, including requiring certain information, representations and disclosures from a nominating shareholder and proposed nominees and requiring that proposed nominees complete a questionnaire provided by the Company if requested; |
| · | address matters relating to Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Universal Proxy Rules”), such as requiring that shareholders intending to use the Universal Proxy Rules deliver a notice to the Company certifying in writing that they will comply with the Universal Proxy Rules’ requirements and to confirm that they have complied with the Universal Proxy Rules, and to provide reasonable evidence that they have so complied, at least ten days before the shareholder meeting; |
| · | require that the nominating shareholder (or a qualified representative) and the nominating shareholder’s candidate(s) be present in person at the meeting for the election of directors; |
| · | provide that if the election of a nominating shareholder’s nominee would cause the Company to violate the Company’s articles of incorporation, the Amended and Restated Bylaws, or any applicable law or stock exchange listing standard, then such nomination or nominations shall be disregarded; |
| · | clarify that the information and procedural requirements for director nominations also apply to special meetings of shareholders at which directors may be elected; and |
| · | require that a shareholder provide notice of business to be brought before an annual meeting of shareholders at least 120 days prior to the anniversary of the date that the Company first mailed its proxy materials for the previous year’s annual meeting. |
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Proxies for the Annual Meeting of shareholders held on April 27, 2023, were solicited pursuant regulation 14A of the Securities Exchange Act of 1934. The Report of Inspector of election indicates that 22,740,025 shares of the Common Stock of the Company, out of 26,918,002 shares outstanding on the March 6, 2023 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 | | Uncast |
| E. Joseph Bowler | | 18,920,359 | | 1,641,969 | | 42,322 | | 2,135,375 | | -0- |
| Melanie Chiesa | | 20,322,831 | | 238,640 | | 43,179 | | 2,135,375 | | -0- |
| Michele Hassid | | 19,859,907 | | 698,732 | | 46,011 | | 2,135,375 | | -0- |
| Catherine C. MacMillan | | 18,825,343 | | 1,736,043 | | 43,264 | | 2,135,375 | | -0- |
| Ronald A. Nelson | | 18,642,461 | | 1,922,227 | | 39,962 | | 2,135,375 | | -0- |
| David L. Payne | | 19,958,579 | | 602,788 | | 43,283 | | 2,135,375 | | -0- |
| Edward B. Sylvester | | 17,297,900 | | 3,264,214 | | 42,536 | | 2,135,375 | | -0- |
| Inez Wondeh | | 20,182,399 | | 376,212 | | 45,957 | | 2,135,375 | | 82 |
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 |
| 20,037,040 | | 407,524 | | 160,086 | | 2,135,375 |
Proposal 3. Approve a Non-Binding Advisory Vote on Frequency of the Advisory Vote on Executive Compensation
The shareholders approved, on an advisory non-binding basis, the frequency of advisory votes on named executive officer compensation by the vote. Based on the results of the vote and consistent with the recommendations of the Board of Directors, the Board of Directors has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.
| 1 Year | | 2 Years | | 3 Years | | Abstain | | Non-Votes |
| 18,314,074 | | 16,260 | | 2,210,801 | | 63,515 | | 2,135,375 |
Proposal 4. Ratify Selection of Crowe LLP as Company’s Independent Auditors for Fiscal Year 2023
The shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, by the following vote:
| For | | Against | | Abstain | | Non-Votes |
| 22,538,086 | | 72,862 | | 129,077 | | -0- |
Section 9 – Financial Statements and Exhibits
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: April 28, 2023 | | | | By: | | /s/ John “Robert” Thorson |
| | | | | | | John “Robert” Thorson |
| | | | | | | Senior Vice President and Chief Financial Officer |
Exhibit Index
4
