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 28, 2025       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 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 24, 2025, were solicited pursuant regulation 14A of the Securities Exchange Act of 1934. The Report of Inspector of election indicates that 22,847,805 shares of the Common Stock of the Company, out of 26,715,317 shares outstanding on the March 5, 2025 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 Director nominees for a term of one year, as follows:   Nominee For Against Abstain Non-Votes  Alisa Belew 20,391,963  82,800 40,142 2,332,900  E. Joseph Bowler 19,792,639 681,002 41,264 2,332,900  Martin Camsey 20,393,049  82,589 39,267 2,332,900  Melanie M. Chiesa 20,328,493 147,145 39,267 2,332,900  Michele Hassid 20,278,424 191,353 45,128 2,332,900  David L. Payne 20,179,407 280,523 54,975 2,332,900  Edward B. Sylvester 19,485,559 988,857 40,489 2,332,900  Inez Wondeh 20,392,383  82,749 39,773 2,332,900   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 20,202,938 247,412 64,555 2,332,900   Proposal 3. Approve of the 2025 Omnibus Equity Incentive Plan   The shareholders approved, on an advisory non-binding basis, Westamerica Bancorporation’s 2025 Omnibus Equity Incentive Plan, by the following vote:   For Against Abstain Non-Votes 18,098,381 2,359,924 56,600 2,332,900   Proposal 4. Ratify Selection of Crowe LLP as Company’s Independent Auditors for Fiscal Year 2025   The shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, by the following vote:   For Against Abstain Non-Votes 22,691,159 119,814 36,832 -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 28, 2025       By:   /s/ Anela Jonas             Anela Jonas             Senior Vice President and Chief Financial Officer         3