WESTAMERICA BANCORPORATION Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
Among other things, the Amended and Restated Bylaws:
· permit shareholder meetings to be conducted in-person and electronically, or
solely by electronics means, subject to the applicable provisions of the CGCL;
· require that a shareholder soliciting proxies from other shareholders use a
proxy card color other than white;
· revise the timing requirements set in forth in the advance notice bylaw
provision to require that a shareholder provide notice of a director nomination to be made at an annual meeting of shareholders not earlier than 120 days and not later than 90 days before the anniversary of the prior year's annual meeting of shareholders; provided, if the date for the current year's annual meeting has changed more than 30 days from the date on which the prior year's annual meeting was held, then such notice must be received not earlier than 120 days prior to such annual meeting and not later than the later of 90 days before such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company;
· revise the procedures and disclosure requirements in the advance notice bylaw
provision for shareholders' nominations of director candidates, including requiring certain information, representations and disclosures from a nominating shareholder and proposed nominees and requiring that proposed nominees complete a questionnaire provided by the Company if requested;
· address matters relating to Rule 14a-19 under the Securities Exchange Act of
1934, as amended (the "Universal Proxy Rules"), such as requiring that shareholders intending to use the Universal Proxy Rules deliver a notice to the Company certifying in writing that they will comply with the Universal Proxy Rules' requirements and to confirm that they have complied with the Universal Proxy Rules, and to provide reasonable evidence that they have so complied, at least ten days before the shareholder meeting;
· require that the nominating shareholder (or a qualified representative) and the
nominating shareholder's candidate(s) be present in person at the meeting for the election of directors;
· provide that if the election of a nominating shareholder's nominee would cause
the Company to violate the Company's articles of incorporation, the Amended and Restated Bylaws, or any applicable law or stock exchange listing standard, then such nomination or nominations shall be disregarded;
· clarify that the information and procedural requirements for director
nominations also apply to special meetings of shareholders at which directors may be elected; and
· require that a shareholder provide notice of business to be brought before an
annual meeting of shareholders at least 120 days prior to the anniversary of the date that the Company first mailed its proxy materials for the previous year's annual meeting.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Proxies for the Annual Meeting of shareholders held on
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 Uncast
E. Joseph Bowler 18,920,359 1,641,969 42,322 2,135,375 -0-
Melanie Chiesa 20,322,831 238,640 43,179 2,135,375 -0-
Michele Hassid 19,859,907 698,732 46,011 2,135,375 -0-David L. Payne 19,958,579 602,788 43,283 2,135,375 -0-
Inez Wondeh 20,182,399 376,212 45,957 2,135,375 82
Proposal 2. Approve a Non-Binding Advisory Vote on Executive Compensation
The shareholders approved, on an advisory non-binding basis, the compensation of
For Against Abstain Non-Votes 20,037,040 407,524 160,086 2,135,375
Proposal 3. Approve a Non-Binding Advisory Vote on 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 18,314,074 16,260 2,210,801 63,515 2,135,375
Proposal 4. Ratify Selection of
The shareholders ratified the appointment of
For Against Abstain Non-Votes 22,538,086 72,862 129,077 -0-
Item 9.01 Financial Statements and Exhibits
Exhibit 3.1 Amended and Restated Bylaws ofWestamerica Bancorporation datedApril 27, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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