Shareholder Vote

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 23, 2021     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 5.07. Submission of Matters to a Vote of Security Holders.   Proxies for the Annual Meeting of shareholders held on April 22, 2021, were solicited pursuant regulation 14A of the Securities Exchange Act of 1934. The Report of Inspector of election indicates that 23,378,102 shares of the Common Stock of the Company, out of 26,806,764 shares outstanding on the February 22, 2021 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 17,015,260 4,289,121 14,916 2,058,805  Louis E. Bartolini 17,165,722 4,142,069 11,506 2,058,805  E. Joseph Bowler 17,341,713 3,964,602 12,982 2,058,805  Melanie Chiesa 21,094,116 123,284 101,897 2,058,805  Michele Hassid 21,090,147 125,150 104,000 2,058,805  Catherine C. MacMillan 17,049,409 4,258,284 11,604 2,058,805  Ronald A. Nelson 17,143,823 4,163,797 11,677 2,058,805  David L. Payne 18,005,995 3,290,668 22,634 2,058,805  Edward B. Sylvester 15,798,390 5,497,253 23,654 2,058,805   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 21,134,105 123,095 62,097 2,058,805   Proposal 3. Ratify Selection of Crowe Horwath, LLP as Company’s Independent Auditors for Fiscal Year 2021   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 23,226,052 16,421 135,629 -0-       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 23, 2021       By:   /s/ Jesse Leavitt             Jesse Leavitt             Senior Vice President and Chief Financial Officer