04/28/2025 | Press release | Distributed by Public on 04/28/2025 10:39
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- |