Westamerica Bancorporation (NASDAQ:WABC) Files An 8-K Submission of Matters to a Vote of Security Holders
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 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 Bancorporations 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 Companys
Independent Auditors for Fiscal Year 2017
The shareholders ratified the appointment of Crowe Horwath, LLP
as the Companys 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.
About Westamerica Bancorporation (NASDAQ:WABC)
Westamerica Bancorporation is a bank holding company. The Company provides a range of banking services to individual and corporate customers in Northern and Central California through its subsidiary bank, Westamerica Bank. The communities served are located in Northern and Central California, from Mendocino, Lake and Nevada Counties in the north to Kern County in the south. It provides a range of loans, including commercial loans, commercial real estate loans, construction loans, residential real estate loans, and consumer installment and other loans. It maintains a securities portfolio consisting of securities issued by the United States Treasury, United States Government sponsored entities, agency and non-agency mortgage backed securities (MBS), non-agency commercial MBS, agency residential collateralized mortgage obligations (CMO), non-agency residential CMO, obligations of states and political subdivisions, asset-backed securities, corporate securities and other securities. Westamerica Bancorporation (NASDAQ:WABC) Recent Trading Information
Westamerica Bancorporation (NASDAQ:WABC) closed its last trading session up +0.58 at 55.60 with 121,060 shares trading hands.