0001171843-17-002436.txt : 20170501 0001171843-17-002436.hdr.sgml : 20170501 20170501114112 ACCESSION NUMBER: 0001171843-17-002436 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170501 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170501 DATE AS OF CHANGE: 20170501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTAMERICA BANCORPORATION CENTRAL INDEX KEY: 0000311094 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 942156203 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09383 FILM NUMBER: 17799272 BUSINESS ADDRESS: STREET 1: 1108 FIFTH AVE CITY: SAN RAFAEL STATE: CA ZIP: 94901 BUSINESS PHONE: (707) 863-6000 MAIL ADDRESS: STREET 1: 4550 MANGELS BLVD STREET 2: A-2Y CITY: FAIRFIELD STATE: CA ZIP: 94585-1200 FORMER COMPANY: FORMER CONFORMED NAME: INDEPENDENT BANKSHARES CORP DATE OF NAME CHANGE: 19830801 8-K 1 f8k_050117.htm FORM 8-K

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): May 1, 2017

 

 

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 27, 2017, were solicited pursuant regulation 14A of the Securities Exchange Act of 1934. The Report of Inspector of election indicates that 22,935,741 shares of the Common Stock of the Company, out of 26,266,383 shares outstanding on the February 27, 2017 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 Directors nominees for a term of one year, as follows:

 

Nominee For Against Abstain Non-Votes
 Etta Allen 19,208,860 816,377 41,910 2,868,594
 Louis E. Bartolini 19,156,009 878,992 32,146 2,868,594
 E. Joseph Bowler 19,846,543 177,044 43,560 2,868,594
 Arthur C. Latno, Jr. 19,160,910 866,273 39,964 2,868,594
 Patrick D. Lynch 19,128,749 886,862 51,536 2,868,594
 Catherine C. MacMillan 19,239,948 783,429 43,770 2,868,594
 Ronald A. Nelson 19,245,128 789,874 32,145 2,868,594
 David L. Payne 19,846,530 187,686 32,931 2,868,594
 Edward B. Sylvester 19,217,427 806,087 43,633 2,868,594

 

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
19,821,146 163,076 82,925 2,868,594

 

Proposal 3. Re-Approve the Performance Criteria for Incentive Compensation

 

The shareholders approved the performance criteria for incentive compensation by the following vote:

 

For Against Abstain Non-Votes
19,644,914 266,537 155,696 2,868,594

 

Proposal 4. Approve a Non-Binding Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

 

The shareholders approved, on an advisory non-binding basis, the frequency of advisory votes on named executive officer compensation by the vote. Based on the results of the vote and consistent with the recommendations of the Board of Directors, the Board of Directors has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.

 

1 Year 2 Years 3 Years Abstain Non-Votes
16,966,240 97,265 2,916,746 86,896 2,868,594

 

Proposal 5. Ratify Selection of Crowe Horwath, LLP as Company’s Independent Auditors for Fiscal Year 2017

 

The shareholders ratified the appointment of Crowe Horwath, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017, by the following vote:

 

For Against Abstain Non-Votes
22,750,603 67,842 117,296 -0-

 

Proposal 6. Require Independent Board Chairman

 

Proposal 6 was a shareholder proposal requiring an independent Board Chairman. This proposal was not voted on at the Annual Meeting as the shareholder, or his representative who is qualified under state law to present the proposal on his behalf, did not properly appear at the Annual Meeting to present the proposal.

 

 

 

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: May 1, 2017       By:   /s/ John “Robert” Thorson
            John “Robert” Thorson
            Senior Vice President and Chief Financial Officer