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8-KThe WireRoutine

Shareholder Vote

Filed Apr 27, 2026 · 2mo ago · Accession 0001171843-26-002737

Plain English

Material event — a significant development the company must disclose promptly.

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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 24, 2026     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 23, 2026, were solicited pursuant regulation 14A of the Securities Exchange Act of 1934. The Report of Inspector of election indicates that 20,862,774 shares of the Common Stock of the Company, out of 24,189,404 shares outstanding on the March 4, 2026 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 18,490,079 255,468 43,008    2,074,219  Martin Camsey 18,488,488 257,069 42,998    2,074,219  Melanie M. Chiesa 18,412,425 331,069 45,061    2,074,219  Michele Hassid 18,298,021 443,477 47,057    2,074,219  David L. Payne 18,505,822 249,587 33,146    2,074,219  Edward B. Sylvester 18,085,396 666,724 36,435    2,074,219  Carter Welch 18,582,179 163,417 42,959    2,074,219  Inez Wondeh 18,464,962 280,293 43,300    2,074,219   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 18,355,387 379,196 53,972 2,074,219   Proposal 3. Ratify Selection of Crowe LLP as Company’s Independent Auditors for Fiscal Year 2026   The shareholders ratified the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, by the following vote:   For Against Abstain Non-Votes 20,502,455 239,365 120,954 -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 27, 2026       By:   /s/ Anela Jonas             Anela Jonas             Senior Vice President and Chief Financial Officer           3
Filing details
Ticker
WABC
CIK
311094
Form type
8-K
Filing date
Apr 27, 2026
Report date
Apr 24, 2026
Document
f8k_042726.htm
Size
184 KB