f8k_042415.htm
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): April 24, 2015
 
 
 
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))
 
 
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders

Proxies for the Annual Meeting of shareholders held on April 23, 2015, were solicited pursuant Regulation 14A of the Securities Exchange Act of 1934. The Report of Inspector of election indicates that 21,971,728 shares of the Common Stock of the Company, out of 25,617,758 shares outstanding on the February 23, 2015 record date, were present, in person or by proxy, at the meeting. The following matters were submitted to a vote of the shareholders:

1. Election of Directors:
 
Nominee
For
Withheld
    Non-Votes
Uncast
Etta Allen
17,967,191.214343
683,426.302688
3,321,111
0
Louis E. Bartolini
17,884,732.574473
765,884.942558
3,321,111
0
E. Joseph Bowler
18,507,047.996529
143,569.520502
3,321,111
0
Arthur C. Latno, Jr.
15,973,584.894580
2,677,032.622451
3,321,111
0
Patrick D. Lynch
17,876,314.623853
774,302.893178
3,321,111
0
Catherine C. MacMillan
17,968,914.473313
681,703.043718
3,321,111
0
Ronald A. Nelson
17,969,674.115037
680,943.401994
3,321,111
0
David L. Payne
17,797,762.933367
852,854.583664
3,321,111
0
Edward B. Sylvester
17,960,005.180222
690,612.336809
3,321,111
0

2. Approval of a Non-Binding Advisory Vote on Executive Compensation

For
Against
Abstain
Non-Votes
18,298,222.644019
204,902.854421
147,492.018591
3,321,111

3. Ratification of Selection of Crowe Horwath LLP as Company’s Independent Auditors for Fiscal Year 2015

For
Against
Abstain
Non-Votes
21,708,677.933918
49,278.633832
213,771.949281
-0-

 
 
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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.
 
             
Date: April 24, 2015
      
WESTAMERICA BANCORPORATION
       
           (Registrant)
       
       
By:
  
/s/ John “Robert” Thorson
           
John “Robert” Thorson
           
Senior Vice President and Chief Financial Officer
 
 
 
 
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