Westamerica Bancorporation

04/27/2026 | Press release | Distributed by Public on 04/27/2026 15:26

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 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-
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