Westamerica Bancorporation

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

Proxy Results (Form 8-K)

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-