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 26, 2024       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 25, 2024, were solicited pursuant regulation 14A of the Securities Exchange Act of 1934. The Report of Inspector of election indicates that 23,202,228 shares of the Common Stock of the Company, out of 26,677,701 shares outstanding on the March 6, 2024 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  Alisa Belew 20,390,192 524,696 51,189 2,235,935 216  E. Joseph Bowler 20,156,888 758,221 51,184 2,235,935 -0-  Martin Camsey 20,754,179 160,440 51,058 2,235,935 616  Melanie M. Chiesa 20,313,914 601,541 50,838 2,235,935 -0-  Michele Hassid 20,215,768 699,936 50,589 2,235,935 -0-  David L. Payne 20,505,014 410,896 50,383 2,235,935 -0-  Edward B. Sylvester 20,173,883 747,072 45,338 2,235,935 -0-  Inez Wondeh 20,243,456 671,303 51,534 2,235,935 -0-   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 20,609,407 279,479 77,407 2,235,935   Proposal 3. Ratify Selection of Crowe LLP as Company’s Independent Auditors for Fiscal Year 2024   The shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, by the following vote:   For Against Abstain Non-Votes 22,848,785 120,920 232,523 -0-     2     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 26, 2024       By:   /s/ John “Robert” Thorson             John “Robert” Thorson             Senior Vice President and Chief Financial Officer                 3